Members Agreement

Explorer Agreement

Terms and Conditions of Explorer Membership

This Explorer Agreement is entered into between you and Atliant, Inc. and governs your participation as an Explorer on the Atliant platform.

"Explorers" are verified enterprise buyers and end-users who use their expertise to provide feedback on technology pitches presented by Vendors during Demos.

"Demos" are recorded video conferences wherein Vendors present their technology pitches to Explorers.

1. Our Services

Atliant operates a web-based cybersecurity marketplace platform enabling Vendors to hold Demos with Explorers, facilitating vendor pitch feedback and market positioning consultation.

2. Explorer Membership Policies

By accepting this Explorer Agreement, you must confirm that you are not prohibited from consulting by employment contracts, employer policies, or any similar limiting obligations.

As an Explorer, you represent that you are a non-agent independent contractor of Atliant, not an employee or partner of any Vendor, and consenting to Demo recording.

3. Participation as an Explorer

You must act in good faith and in a professional manner. You must decline any Demo that presents a conflict of interest.

YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY DEMO THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF YOUR OBLIGATIONS.

Specific Restrictions: (a) Confidentiality - You cannot discuss employer confidential information. (b) Professional Ethics - Comply with all profession-specific ethical obligations. (c) Security Clearances - Maintain all attendant duties. (d) General Non-Breach. (e) Recording Restrictions - You will not separately record or transcribe Demos.

4. Explorer Representations

You represent that you have NOT been convicted of a felony, subject to regulatory orders related to securities law violations, or named on any federal exclusion list.

5. Confidential Information

Confidential Information includes trade secrets, confidential and proprietary information, and all other non-public information. You shall not disclose, transfer, or use Confidential Information except as authorized.

6. Explorer Information

You must provide accurate biographical information, technical background, LinkedIn profile URL, and timely updates. You grant Atliant a worldwide, perpetual, non-exclusive license to the Explorer Information.

7. Data Protection

Atliant processes Explorer Information in accordance with its Privacy Policy at /privacy-policy.

8. Assignment, Acceptance and Scope of Demos

Demo participation is voluntary but upon acceptance, participation is required. No frequency guarantees. Compensation only for time spent in Demos at submitted rate. Non-delegable work. All interactions must be set up through Atliant.

9. AI Features

Atliant will not use Explorer Information for AI training. Atliant and AI Providers exclusively own all AI Features and Output.

10. Intellectual Property

Atliant retains all rights in the Services, Demo Materials, and Explorer Content. You assign all right, title and interest in Explorer Content to Atliant.

11. Payments and Credits

Compensation via credits or cash as set forth on the Site. You are responsible for taxes. Atliant may withhold payment for disputed quality.

12. Disclaimer of Warranties; Limitation of Liability

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. ATLIANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. IN NO EVENT WILL AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).

13. Indemnification

Atliant shall defend Explorer against third-party IP infringement claims. Explorer shall indemnify Atliant against claims arising from unauthorized use, Explorer Content violations, confidentiality breaches, and representation breaches.

14. General Provisions

Entire Agreement. No Agency. Third-Party Rights. Electronic Notices. Governing Law: State of California with JAMS mediation and binding arbitration in San Francisco. Severability. Survival of Sections 4, 5, 7, 8, 11, 12, 13, and 14. Termination by either party at any time.

Vendor Agreement

Terms and Conditions of Vendor Membership

This Vendor Agreement is entered into between you and Atliant, Inc. and governs your access to and use of the Atliant platform as a Vendor.

1. Definitions

Key definitions include: Affiliate, Vendor Data, Malicious Code, Order Form, Privacy Policy, Explorers, Services, Demos, Users, and Terms of Use.

2. Provision of Service

Atliant will use commercially reasonable efforts to provide access to the Services. Vendor shall be responsible for Users' compliance, data accuracy, and preventing unauthorized access.

Prohibited Uses: Making Services available to unauthorized third parties; selling or reselling the Services; storing unlawful or infringing material; transmitting Malicious Code; interfering with Services; attempting unauthorized access.

3. Fees and Payment

Fees per applicable Order Form. All payments in U.S. Dollars within ten days of invoice. Vendor responsible for all applicable taxes.

4. Confidentiality; Proprietary Rights

Confidential Information includes all confidential information disclosed during the Term. Vendor's CI includes Vendor Data. Atliant's CI includes the Services and Demo information.

Atliant retains all rights in the Services. Atliant grants Vendor a limited license to use Demo Content for marketing, product development, and internal purposes.

Vendor exclusively owns all Vendor Data. Atliant may use Vendor Data to provide Services and in anonymized form for internal purposes.

5. Representations and Warranties; Disclaimers

THE SERVICES AND DEMO CONTENT ARE PROVIDED "AS IS" AND ATLIANT MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

6. Mutual Indemnification

Atliant shall defend Vendor against IP infringement claims. Vendor shall defend Atliant against claims arising from Vendor Data, unauthorized use, confidentiality breaches, and warranty breaches.

7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE LOWER OF TOTAL FEES PAID DURING THE SIX MONTHS PRIOR OR ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

8. Term and Termination

Either party may terminate with 30 days' written notice. Upon termination, all undisputed fees become payable. Vendor Data available for retrieval for 30 days. Sections 3, 4, 5, 6, 8.3, and 9 survive termination.

9. General Provisions

Independent Contractors. Publicity Rights. Written Notices. No Waiver. Severability. Assignment with consent (except mergers/acquisitions). Governing Law: State of California with JAMS mediation and binding arbitration. Attorneys' Fees to prevailing party. Entire Agreement including Order Forms, Terms of Use, and Privacy Policy.