Terms of Service

1.1 "Authorized User" means any individual who accesses the Platform on behalf of a User organization, including employees, contractors, officers, and agents acting within the scope of their authority.

1.2 "Content" means all text, data, graphics, reports, analyses, articles, case studies, tools, insights, and other materials made available on or through the Platform by Alexandria.

1.3 "Export Control Laws" means all applicable U.S. laws and regulations governing the export, re-export, transfer, or disclosure of controlled items, technology, or data, including the International Traffic in Arms Regulations ("ITAR") (22 C.F.R. Parts 120–130), the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774), and applicable sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC").

1.4 "Feedback" means any suggestions, recommendations, ideas, comments, or other input you submit to Alexandria regarding the Platform or its Services.

1.5 "Services" means the advisory, facilitation, compliance support, capital solutions, executive recruiting, award monitoring, lobbying, and related services described on the Platform and made available by Alexandria to eligible Users pursuant to a separate written engagement agreement.

1.6 "User Data" means any information, data, or materials that you submit, upload, or transmit through the Platform.

2.1 Age and Authority:
You represent that you are at least 18 years of age and, if accessing the Platform on behalf of an organization, that you have full authority to bind that organization to these Terms.

2.2 Sanctions Restriction:
You represent and warrant that you are not:

(a) located in, or a national or resident of, any country subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions of Ukraine as designated by OFAC, and any other country or region subject to comprehensive U.S. sanctions from time to time);

(b) identified on the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List, the U.S. Department of State Debarred Parties List, or any OFAC Specially Designated Nationals list; or

(c) otherwise prohibited under applicable U.S. sanctions programs from accessing or receiving services of the type offered through the Platform.

2.3 Reservation of Rights:
Alexandria reserves the right to restrict or terminate access to the Platform at any time and for any reason, including where Alexandria reasonably believes that access may implicate applicable sanctions requirements or national security concerns.

2.4 Client Portal Users:
If you are an authorized user of the Client Portal, your access to and use of the Client Portal is governed exclusively by the Alexandria Client Portal Terms of Service Agreement. These Terms apply only to your use of the public-facing Platform at alexandria.com

3.1 Informational Purpose:
The Platform and its Content are provided for general informational purposes only. Nothing on the Platform constitutes legal, financial, regulatory, contracting, or investment advice. You are solely responsible for obtaining qualified professional advice before acting on any information provided through the Platform.

3.2 No Guarantee of Outcomes:
Alexandria makes no representation, warranty, or guarantee that use of the Platform or engagement of any Service will result in a contract award, regulatory approval, capital raise, placement of personnel, or any other specific outcome.

3.3 Services Governed by Separate Agreement:
The Services described on the Platform are available only pursuant to a separate, executed written engagement agreement between Alexandria and the User. These Terms do not create any obligation on Alexandria’s part to provide any Service, and no Service relationship arises from access to or use of the Platform alone.

3.4 Third-Party Relationships and Information Sharing:
In connection with evaluating, arranging, facilitating, or providing the Services, Alexandria may work with third-party service providers, consultants, advisors, capital providers, strategic partners, legal counsel, compliance professionals, government-relations professionals, recruiting candidates, subcontractors, technology providers, and other counterparties. Subject to applicable law, Alexandria may share information you provide, including business, technical, financial, procurement-related, and contact information, with such third parties where Alexandria reasonably determines that the disclosure is necessary or appropriate to evaluate, facilitate, or provide the Services, respond to your inquiry, make an introduction requested by you, support a potential transaction or engagement, comply with legal or regulatory obligations, or protect Alexandria’s rights or security. Alexandria does not control third parties’ independent acts or omissions, and any engagement between you and a third party may be subject to separate agreements between you and that third party. Alexandria will use commercially reasonable efforts to share non-public information only with recipients who have a legitimate need to know and, where appropriate, are subject to confidentiality or professional obligations. Alexandria does not act as a broker-dealer, investment adviser (registered or unregistered), attorney, or lobbyist on behalf of any User by virtue of these Terms alone.

4.1 Account Registration:
Certain features of the Platform may require you to register for an account. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update that information as needed.

4.2 Account Security:
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must promptly notify Alexandria at legal@alexandria.com if you become aware of any unauthorized use of your account or any security breach.

4.3 No Sharing:
You shall not share your account credentials with any other person or permit any unauthorized person to access the Platform through your account. Each Authorized User must maintain a separate account where required by the Platform.

4.4 Suspension:
Alexandria may suspend or terminate your account at any time if it reasonably believes you have violated these Terms or any applicable law, without liability to you.

5.1 Permitted Use:
You may access and use the Platform solely for your own internal, lawful business purposes consistent with these Terms.

5.2 Prohibited Conduct:
You shall not:

• (a) use the Platform for any purpose that violates applicable law, including Export Control Laws, the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), or any sanctions program administered by OFAC;
• (b) attempt to gain unauthorized access to any part of the Platform, Alexandria’s systems, or the accounts of other Users;
• (c) scrape, harvest, crawl, or otherwise extract data or Content from the Platform by automated means without Alexandria’s prior written consent;
• (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of any software forming part of the Platform;
• (e) upload or transmit any malicious code, virus, worm, Trojan horse, or other harmful software or data;
• (f) use the Platform to transmit unsolicited communications or to misrepresent your identity or affiliation;
• (g) reproduce, distribute, modify, or create derivative works of any Content without Alexandria’s prior written consent; or
• (h) use the Platform in any manner that could damage, disable, impair, or overburden Alexandria’s infrastructure or interfere with any other User’s use of the Platform.

5.3 Sanctions Compliance:
You shall comply with all applicable U.S. sanctions programs in connection with your access to and use of the Platform. You shall not use the Platform for the benefit of any person or entity that is located in, or a national or resident of, any country subject to comprehensive U.S. sanctions, or that is identified on any applicable U.S. government denied-parties or restricted-entity list.

5.4 Monitoring:
Alexandria reserves the right, but has no obligation, to monitor your use of the Platform for compliance with these Terms, applicable law, and Alexandria’s security requirements.

6.1 Alexandria’s Intellectual Property:
All Content, software, trademarks, service marks, logos, trade names, and other intellectual property on or relating to the Platform ("Alexandria IP") are owned by or licensed to Alexandria and are protected by U.S. and international intellectual property laws, including copyright, trademark, and trade secret law. Nothing in these Terms grants you any ownership interest in or license to Alexandria IP except the limited license expressly set forth in clause 6.2.

6.2 Limited License to Users:
Subject to your compliance with these Terms, Alexandria grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and view the Content solely for your internal business purposes. This license does not include any right to sublicense, sell, resell, copy, publicly display, publicly perform, translate, create derivative works of, or otherwise exploit any Content or Alexandria IP.

6.3 User Data License:
By submitting User Data through the Platform, you grant Alexandria a non-exclusive, worldwide, royalty-free license to use, store, process, and display your User Data to the extent necessary to operate, maintain, and improve the Platform and to provide the Services to you. You represent and warrant that you own or have all rights necessary to grant this license and that your User Data does not infringe any third party’s rights.

6.4 Feedback:
If you submit Feedback to Alexandria, you hereby assign to Alexandria all rights, title, and interest in and to such Feedback, without any obligation of compensation or attribution. Alexandria may use Feedback freely without restriction.

6.5 Trade Secrets:
Alexandria’s methodologies, analytical frameworks, information networks, proprietary databases, and internal processes constitute trade secrets under the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001 et seq.). You agree not to use, disclose, or attempt to misappropriate any such trade secrets, and to take reasonable precautions to prevent unauthorized disclosure of any Alexandria IP to which you gain access through the Platform.

6.6 Reservation:
All rights not expressly granted in these Terms are reserved by Alexandria.

7.1 Confidential Information:
"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") through or in connection with the Platform, including but not limited to business plans, financial data, technical data, client information, government contract information, and strategic plans, whether disclosed verbally, in writing, electronically, or by any other means, and whether or not marked as confidential.

7.2 Obligations:
The Receiving Party shall:

• (a) hold all Confidential Information in strict confidence using at least the same degree of care it applies to its own most sensitive confidential information, and in no event less than reasonable care;
• (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to Authorized Users who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and
• (c) use Confidential Information solely for the purpose of evaluating or engaging Alexandria’s Services.

7.3 Exceptions:
The obligations in clause 7.2 shall not apply to information that:

• (a) is or becomes publicly available through no fault of the Receiving Party;
• (b) was rightfully known to the Receiving Party prior to disclosure without restriction;
• (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
• (d) is required to be disclosed by law, court order, or government authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permissible) and cooperates with reasonable efforts to seek a protective order.

7.4 Third-Party Disclosure:
Notwithstanding clause 7.2, Alexandria may disclose User Data or Confidential Information to its affiliates, representatives, professional advisors, service providers, consultants, subcontractors, capital partners, strategic partners, and other third parties as reasonably necessary to evaluate, facilitate, or provide the Services, provided that Alexandria remains subject to applicable confidentiality obligations and legal restrictions.

7.5 Government Contract Information:
You acknowledge that information related to U.S. government contracts, contract awards, solicitations, and procurement-sensitive data is subject to additional confidentiality and handling obligations under applicable federal law and regulations, including the Federal Acquisition Regulation ("FAR") and the Defense Federal Acquisition Regulation Supplement ("DFARS"). You agree to handle any such information in strict compliance with all applicable requirements.

8.1 Compliance Obligation:
Your use of the Platform does not modify or satisfy any obligation you may have under applicable U.S. sanctions programs or Export Control Laws. You are solely responsible for your own compliance with all applicable laws in connection with your activities facilitated through or arising from the Platform.

8.2 Screening:
Alexandria reserves the right to screen Users against applicable denied-parties lists, restricted-entity lists, and sanctions lists administered by OFAC, the U.S. Department of Commerce, and the U.S. Department of State, and to refuse or terminate access to the Platform where Alexandria determines, in its sole discretion, that such action is required to maintain compliance with applicable law or national security requirements.

9.1 AS-IS BASIS:
THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALEXANDRIA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AND AVAILABILITY.

9.2 No Warranty of Accuracy:
While Alexandria endeavors to keep Content current and accurate, Content may be out of date or incomplete. Alexandria makes no representation or warranty as to the accuracy, reliability, timeliness, or completeness of any Content, including information relating to government programs, contract opportunities, regulatory requirements, or market conditions.

9.3 No Endorsement:
Alexandria does not endorse any third-party service provider, capital partner, integrator, technology company, or allied government program listed, mentioned, or linked through the Platform.

9.4 Regulatory Guidance Disclaimer:
Any compliance-related Content is provided for general informational purposes only and does not constitute legal or regulatory advice. You should consult qualified legal counsel before making any compliance determinations or representations to any government authority.

10.1 Exclusion of Consequential Damages:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALEXANDRIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ALEXANDRIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability:
SUBJECT TO CLAUSE 10.3, ALEXANDRIA’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). FOR THE AVOIDANCE OF DOUBT, THIS CAP APPLIES SOLELY TO YOUR ACCESS TO AND USE OF THE PUBLIC-FACING PLATFORM UNDER THESE TERMS. LIABILITY ARISING UNDER ANY SEPARATE WRITTEN ENGAGEMENT AGREEMENT OR MASTER SERVICES AGREEMENT BETWEEN YOU AND ALEXANDRIA IS GOVERNED EXCLUSIVELY BY THE TERMS OF THAT AGREEMENT.

10.3 Carve-outs:
Nothing in these Terms shall limit or exclude Alexandria’s liability for:

• (a) death or personal injury caused by Alexandria’s gross negligence or willful misconduct;
• (b) fraud or fraudulent misrepresentation; or
• (c) any other liability that cannot be excluded or limited by applicable law.

10.4 Basis of the Bargain:
You acknowledge that the limitations of liability in this clause 10 reflect a reasonable allocation of risk and form an essential basis of the bargain between you and Alexandria. Alexandria would not make the Platform available on these Terms without these limitations.

11.1 Your Indemnification Obligations:
You shall indemnify, defend, and hold harmless Alexandria and its members, managers, officers, employees, agents, and service providers ("Alexandria Parties") from and against any claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) your access to or use of the Platform in violation of these Terms;
• (b) your violation of any applicable law, including any applicable sanctions program;
• (c) your User Data, including any claim that your User Data infringes or misappropriates any third party’s intellectual property rights; or
• (d) your negligence or willful misconduct.

11.2 Procedure:
Alexandria shall promptly notify you in writing of any claim for which indemnification is sought, provided that any failure to provide timely notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the delay. Alexandria shall have the right, but not the obligation, to participate in the defense of any claim with counsel of its choosing at its own expense. You shall not settle any claim in a manner that imposes any obligation or restriction on any Alexandria Party without Alexandria’s prior written consent.

12.1 Third-Party Links:
The Platform may contain links to third-party websites, platforms, or resources. Alexandria provides these links as a convenience only and does not endorse, control, or assume any responsibility for such third-party content, products, or services. Your use of any third-party website or service is governed solely by the terms and conditions of that third party.

12.2 Third-Party Service Providers:
Alexandria may engage third-party service providers to operate or support the Platform, including cloud infrastructure providers. Alexandria shall remain responsible for its obligations to you under these Terms notwithstanding any such engagement.

13.1 Privacy Notice:
Alexandria’s collection, use, and processing of personal data in connection with the Platform is governed by Alexandria’s Privacy Notice, which is incorporated into these Terms by reference.

13.2 Data Security:
Alexandria implements and maintains reasonable technical and organizational measures designed to protect User Data against unauthorized access, disclosure, alteration, or destruction. Notwithstanding the foregoing, Alexandria does not guarantee that User Data will be free from unauthorized access or that the Platform will be uninterrupted or error-free.

13.3 Sensitive Personal Data:
You shall not submit through the Platform any sensitive personal data (including health information, financial account numbers, government-issued identification numbers, or information relating to minors) unless expressly permitted in writing by Alexandria.

13.4 Delaware Data Breach Notification:
In the event of a security breach affecting your personal data, Alexandria will comply with its notification obligations under the Delaware data breach notification law (6 Del. C. §§ 12B-101 et seq.) and any other applicable law.

13.5 GDPR and U.S. State Privacy Laws:
To the extent that Alexandria processes personal data of individuals located in the European Economic Area or the United Kingdom in connection with the Platform, such processing shall be governed by Alexandria’s Privacy Notice and, where applicable, a separate data processing agreement. To the extent that Alexandria processes personal information of California residents, such processing is also subject to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 ("CCPA/CPRA"). For further information on your privacy rights, please refer to Alexandria’s Privacy Notice.

14.1 Term:
These Terms are effective from the first time you access the Platform and remain in effect until terminated in accordance with this clause 14.

14.2 Termination by You:
You may stop using the Platform at any time. If you hold a registered account, you may request closure of your account by contacting Alexandria at legal@alexandria.com.

14.3 Termination by Alexandria:
Alexandria may terminate or suspend your access to the Platform, with or without notice, if:

• (a) you breach any provision of these Terms;
• (b) Alexandria is required to do so by applicable law or a government authority; or
• (c) Alexandria ceases to operate the Platform.

14.4 Effect of Termination:
Upon termination of these Terms or your access to the Platform:

• (a) the license granted in clause 6.2 shall immediately terminate;
• (b) you must immediately cease all use of the Platform and Content; and
• (c) clauses 1, 6 (except clause 6.2), 7, 8, 9, 10, 11, 13, 15, 16, 17, and 18 shall survive termination indefinitely.

15.1 Modifications to Terms:
Alexandria reserves the right to modify these Terms at any time. Updated Terms will be posted on the Platform with a revised "Last Updated" date. Where the modifications are material, Alexandria will use reasonable efforts to provide notice (which may include posting a notice on the Platform or sending an email to registered Users). Your continued access to or use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Terms. If you do not agree with any modification, you must stop using the Platform.

15.2 Modifications to the Platform:
Alexandria may modify, suspend, or discontinue the Platform or any feature thereof at any time without liability to you.

16.1 Governing Law:
These Terms and any dispute, controversy, or claim arising out of or relating to these Terms or the Platform (whether in contract, tort, equity, or otherwise) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. The parties expressly agree to the application of Delaware law.

16.2 Exclusive Jurisdiction:
Subject to clause 16.3, each party irrevocably consents to the exclusive jurisdiction and venue of the Federal and State courts in the State of Delaware. Each party waives any objection to the jurisdiction or venue of such courts on grounds of inconvenient forum or otherwise.

16.3 Equitable Relief:
Notwithstanding clause 16.2, either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including harm arising from actual or threatened misappropriation of trade secrets or breach of confidentiality obligations, without the necessity of posting a bond or other security.

16.4 Waiver of Jury Trial:
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

17.1 Entire Agreement:
These Terms, together with Alexandria’s Privacy Notice and any written engagement agreement executed between Alexandria and you for specific Services, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. For the avoidance of doubt, these Terms do not govern use of the Client Portal, which is subject to the Alexandria Client Portal Terms of Service Agreement.

17.2 Anti-Reliance:
You acknowledge and agree that you have not relied upon, and Alexandria makes no representation or warranty with respect to, any statement, representation, or information not expressly set forth in these Terms. Any extra-contractual representations are hereby expressly disclaimed.

17.3 Severability:
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity and enforceability of the remaining provisions.

17.4 No Waiver:
Alexandria’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Alexandria to be effective.

17.5 No Assignment:
You may not assign or transfer any of your rights or obligations under these Terms without Alexandria’s prior written consent. Alexandria may assign these Terms, in whole or in part, to any affiliate or successor entity, including in connection with a merger, acquisition, or sale of all or substantially all of Alexandria’s assets, without your consent.

17.6 Notices:
Notices to Alexandria under these Terms must be submitted by email to legal@alexandria.com or in writing to Alexandria Holdings LLC, Attn: Legal, 411 Brazos Street, Suite 209, Austin, TX 78701. Notices to you may be sent to the email address associated with your account or posted on the Platform.

17.7 Relationship of the Parties:
Nothing in these Terms shall create or be deemed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Alexandria acts as an independent contractor in all matters.

17.8 Force Majeure:
Alexandria shall not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond Alexandria’s reasonable control, including acts of God, government actions, war, natural disasters, epidemics, pandemics, or failures of third-party infrastructure providers, provided that Alexandria uses commercially reasonable efforts to mitigate the impact of such events.

17.9 Limitations Period:
To the extent permitted by applicable law, any claim you may have arising out of or relating to these Terms or the Platform must be brought within one (1) year after the cause of action accrues, or such claim shall be permanently barred.

17.10 U.S. Government Users:
If you are an agency or instrumentality of the U.S. federal government, the Platform and Content constitute "commercial items" as defined in FAR 2.101 and are made available subject to these Terms.

18.1 Questions or concerns regarding these Terms may be directed to:

Alexandria Holdings LLC
Attn: Legal

411 Brazos Street, Suite 209
Austin, TX 78701

Email: legal@alexandria.com
Website: alexandria.com/demo