These Terms of Use (“Terms of Use”) of Allocate Technologies, LLC (“Company” or “we”) apply to (a) any individual or entity that accesses, subscribes to, purchases or uses any platform, product or service provided by Company (collectively, “Services”) pursuant to an order form or other agreement entered into with Company that incorporates, references or links to these Terms of Use (an “Order Form”), and (b) any individual who, with authorization by Company, accesses or uses any Service that displays, references or links to these Terms of Use, as well as any entity that such individual accesses or uses the Service in their capacity as an employee or agent of. Each individual and entity referred to in the foregoing clauses (a) and (b) may be referred to as a “User” or “you”. These Terms of Use and any Order Form between User and Company may be referred to collectively as this “Agreement”.
BY ACCESSING OR USING ANY SERVICE COVERED BY THESE TERMS OF USE, YOU UNCONDITIONALLY AND IRREVOCABLY ACKNOWLEDGE, ACCEPT AND AGREE TO THESE TERMS OF USE.
The term of the Agreement (the “Term”) shall be: (a) if you have entered into an Order Form with Company, as set forth in the Order Form, subject to termination pursuant to Section 14 or in accordance with the Order Form; or (b) if you have not entered into an Order Form with Company, the period commencing when you first accept this Terms of Use or first download, install, access, or use the Service (whichever is occurs earlier) and ending upon the termination of the Agreement.
Subject to User’s compliance with all of the terms and conditions of the Agreement, Company hereby grants to User, during the Term, a limited, non-exclusive, non-transferable, revocable right to access and use the Service using User’s account and log-in credentials provided by Company solely for User’s internal use, including to download, print and view (but, for clarity, not distribute or otherwise copy) information available on the Service that relates to User and User’s investments. Notwithstanding anything to the contrary in the Agreement, Company shall have the right to revoke User’s access and license to the Service at any time, with or without notice, provided that if Company revokes User’s access and license to the Service during the Term without User having breached the Agreement, Company shall provide User with a pro-rata refund of any unused fee related to any Service allocated to User for the applicable Service Term. Company reserves the right, in its sole discretion, to make any changes to the Service that it deems necessary or useful or to comply with applicable law.
Only Users who have been assigned a unique login to the Service by the Company are entitled to access, view and use the Service under the Agreement (“Authorized Users”). Unless otherwise agreed in writing by Company, User shall not provide access to the Service to any persons or entities who are not Authorized Users, copy the Service or portions or contents of the Service, or remove the Service or portions or contents of the Service except by using the Service’s download and/or print functionality, including by means of automated tools or services (e.g., “bots” or “scraping”). User will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and will notify Company promptly of any known unauthorized access or use. User will be solely liable for any uses of accounts linked to User’s login credentials.
If User has entered into an Order Form with Company, then User will pay to Company the charges and fees for the Service as set forth in such Order Form.
User may provide feedback to Company concerning the features and functionality of the Service and User’s experience using the Service (“Feedback”). User acknowledges and agrees that Feedback is an essential component of the Agreement. All such Feedback shall be the sole and exclusive property of Company. User hereby irrevocably transfers and assigns to Company all of User’s right, title, and interest (including, without limitation, all intellectual property rights) in and to all Feedback and agrees to take any other steps reasonably requested by Company to perfect Company’s ownership of such Feedback. User shall not earn or acquire any rights or licenses in the Service or to any intellectual property rights on account of the Agreement or User’s performance under the Agreement, even if Company incorporates any Feedback into the Service, and User hereby irrevocably waives any and all claims with respect thereto.
User acknowledges and agrees that:
6.1 The Service may not be compatible with User’s systems or devices;
6.2 The Service may contain errors, design flaws or other problems;
6.3 Use of the Service may result in unexpected results, loss of data, content or communications, damage to systems or other damage or loss;
6.4 The Company is not the source of any of the information and data contained in the Service;
6.5 The Company may make use of third-party information and data (i.e., information and data sourced from third-party websites and other sources) in generating the Service, and may reflect such information and data in the Service, which information and data may be misleading or inaccurate;
6.6 User should not and shall not rely on the Service for any reason;
6.7 User is solely responsible for (a) maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored, or otherwise processed by the Service, and (b) all costs and expenses required to back up and restore any data and information that is lost or corrupted as a result of User’s use of the Service;
6.8 Company may, from time to time in its discretion, engage third parties to assist with its provision of the Service;
6.9 Company may provide tools through the Service that enable you to export information, including User-Provided Content (defined below), to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Company to transfer that information to the applicable third-party service. Third-party services are not under Company’s control, and, to the fullest extent permitted by law, Company is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Company’s control and Company is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User-Provided Content or information with such third-party services. Once sharing occurs, Allocate will have no control over the information that has been shared;
6.10 The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms of Use, nothing in these Terms of Use prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses; and
6.11 The Service may experience planned or unplanned unavailability (e.g., downtime for maintenance). Company shall use commercially reasonable efforts to schedule planned unavailability for time periods outside of normal business hours for companies operating in the continental United States.
In addition to those representations, warranties and covenants contained elsewhere in the Agreement, User represents, warrants and covenants that:
7.1 With respect to all documents, data, and other materials and/or information of any kind uploaded or imported into the Service by User or otherwise provided to Company by or on behalf of User pursuant to the Agreement (collectively, “User-Provided Content”), User has obtained and has all rights, licenses and permissions necessary for the parties hereto to exercise all of their rights and perform all of their obligations under the Agreement without infringing, misappropriating, or otherwise violating any contractual, intellectual property, privacy, or other rights of third parties, and User hereby grants to Company the right and license to use all User-Provided Content for the purposes of the Agreement;
7.2 If you (as an individual) are purporting to enter into the Agreement and access the Service on behalf of a legal entity, such legal entity is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization and has the full right, power, and authority to enter into the Agreement and to perform its obligations hereunder, and you (as an individual) have the necessary authority to enter into the Agreement on behalf of such legal entity; and
7.3 In connection with User’s use of the Service, User will comply with all applicable laws, regulations and industry and ethical standards.
User acknowledges and agrees that (a) the Service is intended for informational purposes only and are not intended to provide or constitute recommendations, endorsements, or financial advice of any kind, and (b) User shall not rely on any of the foregoing as a substitute for User’s independent verification of information by referring to the source documents or information in all instances.
User acknowledges and agrees that as between Company and User, the Service and any and all other information, data, documents, materials, or works that are included therein or provided or used by Company in connection with the Service or otherwise comprise or relate to the Service, with the exception of User-Provided Content (collectively, the “Company Materials”) are the intellectual property of Company and all right, title and interest therein and thereto shall be owned exclusively by Company.
Company and its licensors reserve all rights and licenses in and to the Service not expressly granted to User hereunder. User shall not use the Service, or any contents thereof, for any purpose except as explicitly set forth herein. Without limitation, User shall not:
10.1 Copy, distribute, sell, resell, transfer, lease, sublicense or otherwise transfer or make available the Service or Company Materials or any portion thereof to any third party;
10.2 Remove from view any copyright legend, trademark or confidentiality notice appearing on the Service or Company Materials;
10.3 Interfere with, circumvent or compromise the operation, security or any other aspect of the Service;
10.4 Engage in any unlawful activity using the Service or upload or distribute through the Service any obscene, pornographic, threatening, hateful or harassing content;
10.5 Modify, adapt, translate, reverse engineer, disassemble, decompile, decode create derivative works or improvements of, or otherwise attempt to derive or gain access to the source code for the Service or Company Materials;
10.6 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service; or
10.7 Authorize a third party to take any action that User is prohibited from taking under the Agreement.
Notwithstanding anything to the contrary in the Agreement, Company may collect data and information provided by User or generated through User’s use of the Service and from User-Provided Content and (a) deidentify such data and information and/or (b) aggregate, on an anonymized basis, such data and information with other data and information collected by Allocate and/or its affiliates ((a) and (b), collectively, the “Aggregated Data”). Company shall own and have the right to use the Aggregated Data in any manner, including by distributing the Aggregated Data or analyses thereof to third parties; provided, that any distributed Aggregated Data may not identify User as the source or subject thereof.
12.1 “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Without limitation of the generality of the foregoing, Company’s Confidential Information includes (a) the Service and all information relating thereto (including, without limitation, its features and functionalities), (b) all Feedback, (c) the existence and terms and conditions of the Agreement, (d) all data and information (whether oral, written, digital or otherwise) provided to User by Company, generated by User through User’s use of the Service, or derived from any of the foregoing, including, without limitation, any document, data, content, material, trade secret, process, know-how, technique, design, drawing, diagram, program, source code or invention (but, for clarity, not User-Provided Content). User’s Confidential Information includes User-Provided Content.
12.2 Confidential Information does not include information that the a party can demonstrate by written or other documentary records: (a) was rightfully known to such party without restriction on use or disclosure prior to such information’s being disclosed or made available to such party in connection with the Agreement; (b) was or becomes generally known by the public other than by such party’s noncompliance with the Agreement; (c) was or is received by such party on a non-confidential basis from a third party not under any obligation to maintain its confidentiality; or (d) was or is independently developed by such party without reference to or use of any of the other party’s Confidential Information.
12.3 Each party acknowledges that by accessing or providing the Service (as applicable) and transacting with the other party in connection with the Service, such party may receive or obtain the other party’s Confidential Information, and that such Confidential Information is highly valuable and derives significant value from its secrecy. Each party agrees to treat the Confidential Information as strictly confidential and shall not, directly or indirectly: (a) use the Confidential Information other than to the extent necessary to provide or use the Service (as applicable) strictly in accordance with the Agreement; (b) copy or modify the Confidential Information; (c) disclose any Confidential Information publicly or to any third party; (d) copy, distribute, sell, transfer, lease or license the Confidential Information in any manner whatsoever; or (e) permit or authorize any third party to access any Confidential Information.
12.4 If User receive(s) a request or demand to disclose all or part of Company’s Confidential Information pursuant to a court order, operation of law, subpoena, requirement of a governmental authority, or otherwise, User agrees to: (a) promptly notify Company of the terms and surrounding circumstances of such request or demand so that Company may seek a protective order, or other appropriate relief and/or waive compliance with the provisions of the Agreement; provided, however, that no such notice is required if User is requested or required to disclose Company’s Confidential Information to a regulatory agency in the course of a routine audit, blanket document request or the like; (b) promptly consult with Company on the advisability of taking steps to resist or narrow such request or demand; (c) in the absence of a protective order or other remedy or the receipt of a waiver from Company and only after User’s compliance with (a) and (b) above, minimize the disclosure of the Confidential Information ultimately required to be disclosed to only that Confidential Information which is reasonably necessary to meet the express requirements of the request or demand; and (d) cooperate with Company to obtain an order or other reliable assurance that confidential treatment shall be accorded to any Confidential Information ultimately required to be disclosed after User’s compliance with (a) and (b)above.
12.5 Promptly but in no event later than five (5) days after User’s receipt of Company’s written request, User shall return to Company all materials containing or embodying any Confidential Information, and/or at the specific written request of Company, destroy all documents (paper, electronic or otherwise) containing or embodying the Confidential Information, except to the minimum extent required to comply with law or regulation applicable to User or pursuant to User’s bona fide internal recordkeeping compliance procedures reasonably intended to comply with such law or regulation. Notwithstanding the return and destruction of the Confidential Information, User shall continue to be bound by the terms and conditions of the Agreement with respect to Confidential Information.
User acknowledges and consents to the Company Privacy Policy, available at allocate.co/privacy-policy, as it may be updated from time to time. Except as otherwise provided in the Privacy Policy or if otherwise prohibited by law, User further acknowledges that Company will retain all User-Provided Content after the termination of the Agreement.
User may terminate the Agreement immediately upon written notice to Company if Company materially breaches the Agreement and fails to cure such material breach within 30 days after receiving a notice of termination from User describing in reasonable detail the alleged material breach by Company (“For Cause Termination”). Company may terminate the Agreement immediately upon written notice to User at any time and for any reason. If Company terminates the Agreement other than as a For Cause Termination, Company shall provide User with a pro-rata refund of any unused fee related to any Service allocated to User for the applicable Service Term. Notwithstanding anything to the contrary in the Agreement, the final sentence of Section 3 and Sections 4-27 (inclusive) of the Agreement shall survive any expiration or termination of the Agreement and continue in full force and effect in perpetuity.
User acknowledges and agrees that the breach or threatened breach of any term or condition of the Agreement with respect to the Service, or any other Confidential Information shall cause Company irreparable injury for which the recovery of money damages would be inadequate. Therefore, Company shall be entitled to obtain injunctive relief against any such breach or threatened breach of the Agreement, in addition to any other remedies Company may have under applicable law or the Agreement and without the necessity of posting a bond, even if a bond otherwise would normally be required.
Any notice required or permitted under the Agreement shall be in writing, and given by personal delivery, sent by nationally recognized courier, or by certified or registered mail (return receipt requested), postage prepaid, and shall be deemed given upon delivery. All notices shall be addressed (a) in the case of notice to User to the address as set forth on the applicable Order Form, and (b) in the case of Company to Allocate Technologies, LLC, 502 Waverley Street, Suite 2, Palo Alto, CA 94301, attn. General Counsel, with copy to: legal@allocate.co, or to such other address as either party may in the future specify in writing to the other in a notice in accordance with this Section 16.
THE SERVICES AND COMPANY MATERIALS ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES. COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, ANY WARRANTIES REGARDING THE ABSENCE OF VIRUSES OR OTHER MALICIOUS CODE, SECURITY OR OPERABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIABILITY OF COMPANY AND ITS AFFILIATES TO USER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE USE OF THE SERVICE, OR FOR ANY ERROR OR DEFECT IN THE SERVICE, OR THE PROVISION OF SUPPORT OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF ANY FEES PAID TO COMPANY HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TOSUCH LIABILITY. IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 18 WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify, defend and hold harmless Allocate, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Allocate Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of the Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to your defense obligations under this Section 19 (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims at your own expense.
Company will be excused from any performance obligations hereunder for any period during which, and to the extent that, it is prevented from performing such obligations, in whole or in part, as a result of a cause beyond its reasonable control and without its fault, including, but not limited to, acts of God, acts of war, epidemics, pandemics or public health emergencies, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.
The parties agree that in the event of any dispute related or arising from the Agreement, such dispute shall be submitted to binding arbitration. Any such arbitration shall be administered by the American Arbitration Association (“AAA”), shall take place in Palo Alto, California, and shall be conducted before a single neutral arbitrator selected by the AAA. In addition to any damages available under applicable law, the prevailing party in an arbitration pursuant to this Section 21 shall be entitled to recover its attorneys’ fees and costs from the other party. Notwithstanding the foregoing and pursuant to Section 26, nothing herein shall prohibit any party from seeking injunctive or equitable relief from the state or federal courts of California in an effort to prevent an actual or threatened breach of the Agreement, or in an effort to obtain specific performance of the terms and conditions of the Agreement.
The Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, understandings and representations, written or oral, between the parties with respect to the subject matter hereof. In the event of a conflict between any Order Form and these Terms of Use, the terms and conditions set forth in the Order Form will control unless expressly stated otherwise in the Order Form.
No change, deletion, modification, amendment, supplement to or waiver of the Agreement shall be binding upon a party hereto unless made in writing and signed by duly authorized representatives of both parties. No delay or failure by either party in exercising or enforcing any of its rights or remedies hereunder, in whole or in part, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof in any other instance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.
Nothing contained in the Agreement shall be construed as: (a) granting, conferring, or implying any rights to User by license or otherwise; or (b) creating any partnership or joint venture between Company and User. User shall not assign or delegate any of its rights or obligations arising under the Agreement, in whole or in part, without the prior written consent of Company, and any purported assignment or delegation in violation of the foregoing shall be void.
User agrees that Company may identify User (or, if User is using the Services in User’s capacity as an employee or agent of an entity, may identify such entity), including by displaying any trademark of User or the entity of which User is an employee or agent, solely to identify User (or such entity) as a current or former customer of Company on Company’s website and in other marketing and advertising material. User shall not, directly or indirectly, take any action or omit to take any action that disparages Company or any of its products or services.
the Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. The exclusive jurisdiction and venue for all legal actions arising out of the Agreement shall be in an appropriate federal or state court sitting in the State of California, County of Santa Clara, and the parties hereby consent to the jurisdiction of such courts. Each party expressly waives any rights it may have to contest the jurisdiction, venue or convenience of any court sitting in the State of California.
In the event that any provision of the Agreement is for any reason determined to be void, invalid, illegal or otherwise unenforceable in any respect by any court of competent jurisdiction, then, to the maximum extent permitted by law: (a) all other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible; (b) such determination shall not affect the remaining provisions of the Agreement; and (c) any court of competent jurisdiction shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.
Last Updated: 7/22/2025