February 3, 2026
Vendor Online Terms and Conditions
Company Address
Altana Technologies, Inc.
25 Kent Ave
Suite 501
Brooklyn, NY 11249-1060
USA
- Vendor acknowledges and agrees that as part of Altana’s third party due diligence procedures, Vendor may be required to participate in routine compliance screenings conducted by Altana. Vendor agrees to cooperate in good faith with such procedures and shall promptly provide to Altana all information and documentation reasonably requested to complete Vendor’s onboarding.
- Vendor agrees to render the services (“Service(s)”) and/or the deliverables(“Deliverable(s)”) as described in the Agreement or as otherwise agreed in writing by the parties. Vendor shall render the Services and/or Deliverables no later than the dates provided in the Agreement. Vendor shall provide Altana all supporting documentation in connection with the Services and/or Deliverables.
- Vendor represents and warrants that it has full authority to enter into the Agreement, possesses the requisite skill, experience, and resources to render the Services and/or Deliverables; and will perform all work professionally, in compliance with all applicable laws and industry standards, including any standards agreed to in writing by the parties. Vendor further warrants that all Deliverable(s) shall be free of defects, malicious code, vulnerabilities, or undisclosed access mechanisms, shall conform to all specifications agreed to by the parties, and shall not infringe or misappropriate any third-party rights.
- All Deliverables shall be deemed ‘works made for hire’ for Altana. To the extent any Services and/or Deliverable do not qualify as a work made for hire, Vendor hereby irrevocably assigns to Altana all right, title, and interest worldwide in and to the Deliverables and all related proprietary, intellectual, and industrial property rights, whether arising by law or otherwise, including all patent, copyright, trademark, trade secret, and other intellectual property rights. Vendor shall retain no rights in the Deliverables and shall not use, exploit, or disclose any Deliverable, underlying materials, or related rights, including source code, except solely as necessary to perform the Services for Altana and only with Altana’s prior written consent.
- If Altana, acting in good faith, determines that any Service and/or Deliverable does not conform to the Agreement, Altana may, at its sole discretion and without limiting any other rights or remedies, (a) allow Vendor a reasonable period to cure or re-perform, or (b) reject the non-conforming Service or Deliverable and terminate the Engagement, in whole or in part. Upon such termination, Vendor shall promptly refund all Fees paid by Altana for the terminated Services or Deliverables. Vendor shall be responsible for, and shall indemnify and hold Altana harmless from, any damages, penalties, or liabilities imposed on Altana by its customers or third parties arising from Vendor’s delay or failure to perform. Altana may recover such amounts on demand or by setoff against any amounts otherwise payable to Vendor.
- Upon request, Vendor will furnish to Altana an insurance certificate evidencing that it maintains, with one or more internationally recognized insurance companies reasonably acceptable to Altana with the following coverage: (a) Worker's Compensation and Employer's Liability (to the extent required in such party's jurisdiction), with minimum statutory limits; (b) Commercial General Liability, with minimum limits of $2,000,000 per occurrence for bodily injury, death, or property damage; (c) Errors and Omissions coverage with minimum limits of $2,000,000; and (d) Cyber Liability coverage with minimum limits of $2,000,000 per occurrence. The foregoing certificate will also specify the dates when such insurance expires. Vendor will maintain all such insurance in full force and effect at all times until at least three (3) years after completion of services and delivery under the Engagement.
- Altana shall pay Vendor the agreed upon fees for the Services and/or Deliverables as set forth in the Agreement (“Fees”). All direct and indirect expenses incurred by Vendor which arise out of or in connection with the Services and/or the Deliverables are included in the Fees and shall be borne by Vendor. To the extent Altana is required by applicable law to withhold taxes, invoices shall be paid to Vendor exclusive of any such tax withholding. Unless otherwise set forth in the Agreement, all invoices issued in accordance with these T&C shall be payable by Altana within sixty (60) days after the end of the month in which a valid and correct tax invoice in proper form is received following completion of the Services and/or the Deliverable. Altana shall have the right to withhold any payment that it disputes in good faith, provided that Altana notifies Vendor of such dispute prior to the due date of such payment. Altana shall have no liability to Vendor except for unpaid Fees expressly owed under the Agreement.
- The relationship between Altana and Vendor is that of independent contractors, and the Agreement does not create an agency, partnership, employment or similar relationship between Altana and Vendor. Vendor agrees that unless prior written approval is given by Altana, Altana shall at all times be the sole point of contact to its customers or potential customers with respect to Altana’s products and services. Unless expressly authorized in writing by Altana, Vendor shall not during the Term, (a) use Company Confidential Information obtained in connection with the Services to provide substantially similar services to a third party in direct competition with the Company, and (b) solicit for employment any employee of Altana with whom Vendor has contact in connection with the Services and/or Deliverables.
- All Services and Deliverables and any information disclosed by or on behalf of Altana in connection with Vendor’s access to Altana systems, facilities, personnel, or information constitute Altana’s confidential information (“Confidential Information”). Vendor shall protect such confidential information using the highest standards of care and shall not use or disclose it except as expressly authorized by Altana. Vendor shall be fully responsible, without limitation, for any breach of confidentiality, privacy, or security resulting from or arising out of Vendor’s acts or omissions, and shall indemnify, defend, and hold harmless Altana and its affiliates from all claims, damages, losses, liabilities, penalties, and costs arising therefrom. All Confidential Information is provided “as is,” and no ownership or other rights in such information are granted to Vendor. To the extent the parties have entered into a non-disclosure agreement (“NDA”), the terms of such NDA shall govern confidentiality.
- Except to the extent addressed in the Agreement between the parties, Altana may terminate the Agreement at any time upon written notice to Vendor. Upon termination, Vendor shall immediately return to Altana all Confidential Information and promptly deliver to Altana all completed and in-progress Deliverables. Except where termination results from Vendor’s breach, Vendor’s sole entitlement shall be to payment for Services and/or Deliverables actually rendered and accepted through the effective date of termination; subject to Vendor’s submission of a proper invoice in accordance with Section 2. To the extent that Altana provides Vendor materials and/or equipment (“Altana Equipment”) under the Agreement Vendor hereby acknowledges and agrees that such Altana Equipment is for the exclusive use of Vendor personnel solely for purposes of rendering Services and/or Deliverables to Altana under the Agreement. Upon request by Altana, Vendor shall promptly return such Altana Equipment to Altana in the same condition as when received (ordinary wear and tear excepted).
- Altana may use Vendor’s name and logo on its website and in marketing materials, and Vendor may use Altana’s name and logo solely in accordance with Altana’s ‘online brand protection guidelines.’
- The T&C, and the Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of laws. The courts in New York NY, shall have exclusive jurisdiction over any dispute arising out of or in connection with these T&C and the Agreement, and Vendor consents to and submits to the jurisdiction of such courts. To the fullest extent permitted by applicable law, Vendor hereby waives the right to trial by jury in any action or proceeding arising under or by reason of these T&C.
- Vendor may not assign the Engagement or any of its obligations to a third party, without prior written consent of Altana. Vendor agrees not to publicize or disclose the existence of the Agreement without Altana’s prior written consent. Any notices, requests, demands or other communications required or permitted under the Agreement shall be in writing to the parties registered address. Any failure by either party to enforce any provision hereof on one occasion shall in no way constitute a waiver or affect its right to require the performance thereof by the other party nor affect the validity of such provision or any other provision hereof. In case any provision contained in the Agreement shall be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.