Terms & Conditions

1.1 Definitions. Capitalized terms used herein shall have the meanings set forth below:

"Agreement"

means these Terms & Conditions, together with any executed Order Form, Statement of Work (SOW), or Service Level Agreement (SLA).

"Customer"

means the legal entity (commercial organization, athletic club, defense agency, or public safety entity) entering into an Order Form or accessing the Service provided by Atlea.

"Authorized Users"

means individual team members, coaches, commanders, squad leaders, administrators, or personnel designated by Customer to access the Platform.

"Platform" or "Service"

means the cloud-based squad physical readiness platform, web applications, mobile software, API interfaces, and proprietary analytics algorithms provided by Atlea.

"Biometric & Health Data"

means raw data, metrics, sensor outputs, heart rate variability (HRV), sleep metrics, fatigue scores, workload assessments, and physical readiness indicators collected via wearable devices or manual input.

"Customer Data"

means all text, telemetry, biometric metrics, user profiles, and organization logs submitted to or generated within the Platform by Customer or Authorized Users.

2.1 Subscription License. Subject to compliance with this Agreement and timely payment of Subscription Fees, Atlea grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Platform during the Subscription Term solely for internal organizational and squad management purposes.

2.2 Restrictions. Customer and Authorized Users shall not:

• Reverse engineer, decompile, disassemble, or derive source code or underlying algorithms of the Platform;
• Modify, translate, or create derivative works based on the SaaS architecture, UI, or analytics models;
• Sublicense, lease, sell, time-share, or deploy the Platform as a managed service bureau;
• Bypass, disable, or tamper with security controls, rate limits, or hardware authentication keys;
• Use the Platform to store, transmit, or process data in violation of applicable privacy laws or military/government security regulations.

3.1 Non-Medical Purpose. The Platform is strictly a performance tracking and organizational readiness tool. It is not approved or cleared by the US Food and Drug Administration (FDA), European Medicines Agency (EMA), or any other medical regulatory authority as a medical device.

3.2 Operational Discretion. Squad commanders, trainers, and personnel maintain sole responsibility for operational decisions, training deployment, and field safety. Platform readiness scores (e.g., "High Fatigue", "Optimal Readiness") are decision-support indicators only and must never override qualified medical judgment, emergency protocols, or field safety guidelines.

4.1 Data Ownership. As between Atlea and Customer, Customer retains all right, title, and interest in and to all Customer Data, including raw physical status and biometric metrics. Atlea claims no ownership over Customer's primary operational datasets.

4.2 Role of Provider. Where European or international data privacy laws apply, Customer acts as the Data Controller and Atlea acts as the Data Processor. The parties shall execute a Data Processing Addendum (DPA) incorporating Standard Contractual Clauses (SCCs) upon request.

4.3 Aggregated & Anonymized Data. Atlea reserves the right to aggregate, anonymize, and de-identify Customer Data to refine algorithmic models, improve physical readiness benchmarks, and optimize platform performance, provided that such aggregated data can under no circumstances identify Customer, individual squad members, or specific operational units.

5.1 Subscription Fees. The subscription fee for the Service shall be agreed upon in writing between Atlea ("Seller") and Customer as set forth in the applicable Order Form. Billing shall occur on either a monthly or annual basis as designated in the Order Form.

5.2 Minimum Term & Cancellation. The minimum commitment term for any subscription under this Agreement is twelve (12) months. Following the completion of the initial twelve (12) month term, Customer may cancel the subscription upon written request to Atlea in accordance with the notification terms specified in the Order Form.

5.3 Overdue Balances. Unpaid invoices after thirty (30) days from the due date shall accrue interest at the rate of 1.5% per month or the maximum statutory rate allowed by law, whichever is lower. Atlea reserves the right to suspend platform access upon 10 days written notice for non-payment.

6.1 Provider IP. Atlea retains sole and exclusive ownership of all software code, platform design, algorithms, predictive readiness models, trademark assets, and documentation. No rights are granted to Customer other than the explicit subscription rights specified in Section 2.

6.2 Feedback. Any suggestions, enhancements, feature requests, or feedback provided by Customer regarding the Platform may be incorporated by Atlea into future releases without obligation or compensation to Customer.

7.1 Confidential Information. Each party agrees to protect the other party's Confidential Information with the same degree of care it uses for its own confidential data (and no less than reasonable care). Confidential Information includes platform code, architecture, pricing terms, operational squad rosters, and performance metrics.

7.2 Security Safeguards. Atlea implements technical, administrative, and physical controls to protect Customer Data, including SOC 2 Type II compliance standards, TLS 1.3 encryption in transit, and AES-256 encryption at rest.

8.1 Provider Indemnification. Atlea shall defend and hold harmless Customer against third-party claims alleging that the Platform directly infringes a registered patent or copyright, provided Customer gives prompt written notice and control of the defense.

8.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Atlea against third-party claims, liabilities, or damages arising from: (a) Customer's reliance on platform scores for physical operational decisions; or (b) Customer's breach of Section 2.2 (Restrictions).

9.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF OPERATIONAL TIME, OR ATHLETIC/PHYSICAL INJURY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2 Aggregate Cap. ATLEA'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM INCIDENT.

10.1 Term. This Agreement commences on the Effective Date and continues for the Minimum Term of twelve (12) months as specified in Section 5.2.

10.2 Termination for Cause. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days following written notification.

10.3 Data Export & Deletion. Upon termination, Customer shall have thirty (30) days to export raw Customer Data via platform API or CSV export tools. Following 30 days, Atlea shall permanently purge Customer Data from production storage in accordance with security protocols.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction/state of the Customer's primary physical location, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.