Terms of Use

Acceptance of terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and AlphaMakina Inc. ("AlphaMakina", "we", "us", or "our"), a company incorporated in Ontario, Canada. These Terms govern your access to and use of the website located at alphamakina.com (the "Site") and any content, features, or services made available through it.

By accessing or using the Site in any way, including browsing, submitting an application, or contacting us, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are using the Site on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

These Terms apply to your use of the Site only. The terms governing any venture studio engagement, partnership agreement, or revenue-share arrangement between AlphaMakina and a founder are set out in separate written agreements that supersede these Terms where there is any conflict.

Definitions

The following terms are used throughout this document with the meanings given below.

• "Site" means the website at alphamakina.com and any subdomains, pages, or features accessible through it.
• "Content" means all text, images, logos, graphics, video, data, software, and other material available on or through the Site.
• "User" means any person who accesses or uses the Site for any purpose, including visitors, applicants, and existing founders.
• "Application" means a submission made through the Site's application form requesting consideration for AlphaMakina's studio programme.
• "Studio Services" means the venture building, AI development, branding, commercial, and ongoing partnership services provided by AlphaMakina to accepted founders under a separate written agreement.
• "Founder Agreement" means the separate written contract between AlphaMakina and an accepted founder governing the delivery of Studio Services and the revenue-share arrangement.
• "Intellectual Property" means all patents, trade marks, service marks, registered designs, copyrights, database rights, domain names, trade secrets, know-how, and any other intellectual property rights, whether registered or unregistered.

Eligibility

The Site is intended for use by adults aged 18 years or older. By using the Site, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms in the jurisdiction in which you reside.

The Site is available globally, but Studio Services are currently offered to founders operating primarily in Canada, the United States, and the United Kingdom. Submitting an application from any location is permitted, though geographical eligibility for studio engagement will be assessed during the application process.

Permitted use

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for your personal, non-commercial purposes in accordance with these Terms.

We reserve the right to suspend or terminate your access to the Site at any time, without notice, if we believe you have violated these Terms or are using the Site in a way that is harmful to AlphaMakina, its founders, or third parties.

Intellectual property

The Site and all Content on it, including but not limited to the AlphaMakina name, logo, wordmark, brand assets, written content, design, code, and structure, are the exclusive property of AlphaMakina Inc. or its licensors and are protected by applicable intellectual property laws.

User content

When you submit information to us through the Site, including application responses, contact form messages, and any materials you attach, you grant AlphaMakina a limited, non-exclusive licence to use, store, and process that information solely for the purpose of evaluating your application or responding to your enquiry.

You represent and warrant that any information you submit is accurate, that you have the right to submit it, and that doing so does not infringe the rights of any third party. You must not submit content that is false, misleading, unlawful, defamatory, or that contains confidential information belonging to a third party without authorisation.

Third-party links

The Site may contain links to third-party websites, resources, or services that are not owned or controlled by AlphaMakina. These links are provided for your convenience only. AlphaMakina has no control over the content, privacy practices, or terms of third-party sites and accepts no responsibility for them.

Links to third-party sites do not constitute an endorsement, sponsorship, or recommendation of those sites or their operators. We encourage you to review the terms and privacy policies of any third-party site you visit.

Applications to the studio programme

Submitting an application through the Site does not create any contractual relationship between you and AlphaMakina, and does not entitle you to any Studio Services or other commitment from us. All applications are subject to review and AlphaMakina reserves the right to accept or decline any application at its absolute discretion without providing reasons.

The Validation Sprint fee described on this Site is indicative only. The exact amount, scope, and terms of any Validation Sprint will be confirmed in writing before you are required to commit to it. No payment obligation arises from submitting an application or attending a discovery call.

Studio agreements

The commercial terms of any venture studio engagement, including the revenue-share rate, scope of services, IP ownership, milestones, buyout provisions, and all other material terms, are governed exclusively by the Founder Agreement signed between ArcFoundic and the accepted founder. Nothing on this Site constitutes an offer capable of acceptance or a binding representation of the specific terms that will apply to any engagement.

Where any term on this Site conflicts with a signed Founder Agreement, the Founder Agreement prevails in all respects. We strongly recommend that all founders seek independent legal advice before signing a Founder Agreement.

Confidentiality

During the application and pre-agreement process, both parties may share information of a confidential or proprietary nature. Each party agrees to treat such information with reasonable care and not to disclose it to third parties without the other's consent, except as required by law.

This informal confidentiality obligation applies from the point of first contact and until a formal Founder Agreement (which will contain its own confidentiality provisions) is signed, or until the application process concludes without an engagement being formed.

For the avoidance of doubt, nothing in these Terms prevents AlphaMakina from discussing the general nature of its studio model, its portfolio, or its published case studies with third parties, provided that no confidential information specific to your application or business is disclosed.

Disclaimers

The Site and all Content are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. AlphaMakina disclaims all warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

• We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.
• We do not warrant the accuracy, completeness, or currency of any content on the Site. Content may be out of date at any time and we are under no obligation to update it.
• Nothing on the Site constitutes legal, financial, investment, or professional advice. You should seek independent advice before making decisions based on anything you read here.
• We do not guarantee that the Site will be compatible with your hardware or software.

Limitation of liability

To the fullest extent permitted by applicable law, AlphaMakina Inc. and its directors, employees, agents, and partners shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of, or inability to use, the Site or its content.

This includes, without limitation, any loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or any other economic loss, even if AlphaMakina has been advised of the possibility of such damages.

Where liability cannot be excluded by law, our total aggregate liability to you arising out of or in connection with your use of the Site shall not exceed CAD $100.

Note for studio clients: The limitation of liability applicable to Studio Services and the Founder Agreement is set out in the Founder Agreement itself and is distinct from the limitations in this clause, which apply to Site use only.

Indemnification

You agree to indemnify, defend, and hold harmless AlphaMakina Inc. and its directors, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of or access to the Site in violation of these Terms
• Any content you submit through the Site that is false, inaccurate, or infringes the rights of a third party
• Your violation of any applicable law, regulation, or third-party right
• Any wilful misconduct or negligence on your part in connection with the Site

Termination of access

AlphaMakina reserves the right to restrict, suspend, or terminate your access to the Site at any time, with or without notice, for any reason, including if we believe you have violated these Terms or that your use of the Site is harmful to AlphaMakina, other users, or third parties.

Upon termination, your licence to use the Site immediately ceases. Clauses that by their nature should survive termination, including those relating to intellectual property, disclaimers, limitation of liability, indemnification, and governing law, will continue in full force.

Governing law & disputes

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. The failure of AlphaMakina to enforce any provision of these Terms shall not be deemed a waiver of that provision.

Changes to these terms

We may revise these Terms from time to time. When we do, we will update the "Last updated" date at the top of this page and, for material changes, provide more prominent notice, including by email to registered applicants and active founders.

Your continued use of the Site after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you should stop using the Site. For Studio Services, changes to terms that materially affect your Founder Agreement require your written consent.

Contact

If you have questions about these Terms, would like to report a violation, or have a concern about something on the Site, please contact us. We aim to respond to all legal enquiries within 5 business days.

For privacy-related enquiries, including data access requests or concerns about how we handle personal information, please contact our privacy team at moc.anikamahpla@ycavirp or review our Privacy Policy.