Welcome to Alvin!
These Terms and Conditions ("Terms") govern your access to and use of the software, services, and website (collectively, the "Services") provided by Particip8, Inc. ("Alvin," "we," "us," or "our").
By creating an account, clicking "I agree," or using our Services, you are entering into a legally binding agreement with us and agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.
If you are using the Services on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "you" and "your" refer to you and that Organization.
Our Services consist of our hosted proprietary digital online solutions designed to generate automated cost savings for your BigQuery usage. This includes the Alvin software, integration, monitoring, data analysis, technical support, and maintenance.
We offer different ways to access our Services:
We may update the functionality of our Services from time to time. These enhancements are included in your subscription and will be made available to you.
To use our Services, you must register for an account. You agree to provide accurate and complete information and to keep this information up to date. You are responsible for all activities that occur under your account and for keeping your password confidential.
You are responsible for managing access for any of your employees, contractors, or agents you authorize to use the Services on your behalf ("Authorized Users"). You are responsible for the actions of your Authorized Users.
For paid subscriptions, you agree to pay a fee calculated as a percentage of the Demonstrated Cost Savings generated by our Services. "Demonstrated Cost Savings" means the reduction in your costs directly attributable to our technology, measured by comparing your actual incurred costs with the expected costs that would have been incurred without our Services.
The specific fee percentage and payment terms will be detailed in your Sales Order.
We will invoice you monthly based on the Demonstrated Cost Savings for that period. All payments are due as specified in your Sales Order. If you fail to pay on time, we reserve the right to charge interest on the outstanding balance at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
You are responsible for paying all applicable sales, use, or other similar taxes associated with your use of the Services, excluding any taxes based on our income.
This agreement is effective as of the date you first access the Services and continues until terminated.
Upon termination, you must pay any outstanding fees due to us.
You retain all ownership rights to your data, which includes any data collected, processed, or generated through your use of the Services ("Your Data"). You grant us a limited, non-exclusive, revocable license to access, process, store, and display Your Data solely for the purpose of providing and improving the Services for you. We will not use, sell, or transfer Your Data for any other purpose without your prior written consent.
We will maintain robust administrative, physical, and technical safeguards to protect the security and confidentiality of Your Data. We will notify you as soon as practicable (and in any event, within 24 hours of discovery) of any breach or potential breach of security relating to Your Data.
Upon termination of this agreement and payment of all outstanding fees, we will return Your Data to you within five (5) business days. Following the return, we will destroy any of Your Data within our possession or control.
You agree not to provide us with any personally identifiable information (PII) that could be used in a scheme of identity theft, such as social security numbers, government-issued IDs, birth dates, home addresses, or financial account information. You acknowledge that we do not need this type of information to provide the Services.
"Confidential Information" includes Your Data, our proprietary technology, and any non-public information shared by one party with the other that is marked as confidential or would reasonably be understood to be confidential. Both parties agree to hold all Confidential Information in strict confidence and to use it only for purposes of fulfilling their obligations under these Terms.
We own all rights, title, and interest in and to our Services and all related intellectual property, including our software, documentation, and brand. We grant you a limited, non-exclusive, non-transferable right to access and use the Services during the term of your agreement with us. Except for this limited right, we do not grant you any other license or rights to our intellectual property.
We warrant that:
You warrant that:
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR OBLIGATIONS RELATED TO INDEMNIFICATION, BREACHES OF CONFIDENTIALITY, OR DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES YOU PAID OR OWED TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
We will indemnify you from any third-party claim alleging that your use of our Services infringes their patent, copyright, or trade secret, and we will pay any resulting costs, damages, or settlements.
You will indemnify us from any third-party claim alleging that Your Data infringes their patent, copyright, or trade secret, and you will pay any resulting costs, damages, or settlements.
Last Updated: September 3, 2025
