Terms of Use

These Terms of Use (“Terms”) govern the purchase and use of Tandem’s services. They form a binding agreement between Tandem App, Inc., a Delaware corporation with offices at 490 Post Street, Suite 640, San Francisco, California 94102, United States (“Tandem,” “we,” “us,” or “our”), and the entity accepting an Order Form or otherwise using the Services for business purposes (“Customer,” “you,” or “your”).

If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity.

1. Definitions

“Customer Data” means data, content, materials, prompts, files, records, and information submitted to, uploaded to, connected to, or otherwise made available through the Services by or for Customer.

“Customer Personal Data” means Personal Data contained in Customer Data.

“Documentation” means Tandem’s then-current technical and user documentation for the Services.

“Order Form” means an ordering document, online order, proposal, or other written agreement that identifies the Services, fees, subscription term, and any applicable usage limits.

“Services” means Tandem’s hosted software platform and browser extension, including its project-management, connected-service, workflow, document, and AI-assistance features, as described in the applicable Order Form.

“User” means an individual authorized by Customer to use the Services.

2. Orders and Agreement

These Terms apply to each Order Form and to Customer’s use of the Services. An Order Form may be accepted by signature, electronic acceptance, email confirmation, payment, or Customer’s use of the Services after receiving access to them.

If there is a conflict between these Terms and an Order Form, the Order Form controls solely with respect to that conflict.

Public descriptions of the Services, features, pricing, and planned functionality are informational only and are not binding unless expressly included in an Order Form.

3. Access to the Services

Subject to Customer’s compliance with these Terms and payment of applicable fees, Tandem grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its authorized Users to access and use the Services for Customer’s internal business purposes.

Customer is responsible for:

• ensuring that its Users comply with these Terms;

• maintaining the confidentiality of User credentials;

• all activity occurring through its accounts, except to the extent caused by Tandem’s breach of these Terms; and

• obtaining all rights, permissions, notices, and consents necessary for Tandem to process Customer Data in accordance with these Terms.

Tandem may suspend access to the Services where reasonably necessary to prevent security risks, harm to the Services or other customers, unlawful activity, or material breach of these Terms. Tandem will provide notice where reasonably practicable.

4. Customer Data and Data Protection

As between the parties, Customer retains all rights in Customer Data.

Customer instructs Tandem to process Customer Data as necessary to provide, secure, support, and improve the Services, and as otherwise documented by Customer through its use and configuration of the Services.

To the extent Tandem processes Personal Data on Customer’s behalf, the Tandem Data Processing Agreement (“DPA”), available at usetandem.ai/data-processing-agreement (https://usetandem.ai/data-processing-agreement), is incorporated into these Terms. In the event of a conflict between these Terms and the DPA regarding the processing of Personal Data, the DPA controls.

Customer may connect third-party services to the Services. Customer is responsible for authorizing those connections and for complying with its agreements with the relevant third-party providers.

5. AI Features

Where Customer enables AI-powered features, Tandem may process Customer Data and transmit relevant Customer Data to the AI Sub-processors identified in the DPA solely to provide the requested AI features and generate outputs for Customer.

Tandem does not use Customer Personal Data to train or improve generalized artificial intelligence or machine-learning models.

AI-generated outputs may be inaccurate, incomplete, or unsuitable for Customer’s intended use. Customer is responsible for reviewing outputs before relying on, sharing, or acting on them. The Services do not provide legal, financial, medical, employment, regulatory, or other professional advice.

6. Customer Responsibilities and Restrictions

Customer will not, and will not permit any User or third party to:

• copy, modify, or create derivative works of the Services or Documentation, except as expressly permitted by law;

• reverse engineer, decompile, disassemble, or attempt to discover source code, models, underlying ideas, or algorithms of the Services, except to the extent that this restriction is prohibited by applicable law;

• sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to a third party, except to authorized Users;

• interfere with, disrupt, or compromise the integrity, security, or performance of the Services;

• use the Services to store, transmit, or make available unlawful, infringing, defamatory, or malicious content;

• use the Services to develop or benchmark a competing product or service; or

• use the Services in violation of applicable law or third-party rights.

7. Intellectual Property

Tandem and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related technology, software, designs, interfaces, trademarks, and intellectual-property rights.

Customer grants Tandem a non-exclusive, worldwide right to host, copy, transmit, process, display, and use Customer Data solely as necessary to provide, secure, support, and improve the Services in accordance with these Terms and the DPA.

If Customer provides feedback or suggestions about the Services, Tandem may use them without restriction or obligation, provided that Tandem does not identify Customer as the source without Customer’s permission.

8. Fees and Payment

Customer will pay the fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are stated in U.S. dollars and are exclusive of taxes, levies, duties, or similar governmental assessments.

Tandem may invoice Customer in accordance with the applicable Order Form. Customer must pay each undisputed invoice within thirty (30) days after the invoice date.

Customer is responsible for all applicable taxes, other than taxes based on Tandem’s net income, property, or employees.

Tandem may change fees for a renewal term by providing Customer at least thirty (30) days’ prior written notice, unless the applicable Order Form states otherwise.

9. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer’s Confidential Information.

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes publicly available without breach of these Terms;

• was lawfully known to the Receiving Party without confidentiality obligations before disclosure;

• is received lawfully from a third party without confidentiality obligations; or

• is independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party will use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under these Terms. It will protect that information using at least reasonable care and may disclose it only to personnel, affiliates, contractors, professional advisers, prospective financing sources, or prospective acquirers who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms.

If disclosure is required by law, the Receiving Party may disclose Confidential Information to the extent required, provided that it gives prior notice where legally permitted and reasonably cooperates with the Disclosing Party’s efforts to seek protective treatment.

These confidentiality obligations continue during the subscription term and for three (3) years thereafter; however, obligations relating to trade secrets continue for so long as the information remains protected as a trade secret under applicable law.

10. Warranties and Disclaimers

Tandem will provide the Services using reasonable skill and care and in material accordance with the applicable Documentation.

Except as expressly stated in these Terms or an Order Form, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Tandem disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and error-free operation.

Tandem does not warrant that the Services or AI-generated outputs will be accurate, complete, uninterrupted, secure, or suitable for Customer’s particular use.

11. Indemnification

Tandem will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services infringes that third party’s patent, copyright, trademark, or trade-secret rights, and will pay damages, costs, and settlements finally awarded or agreed by Tandem.

Tandem has no obligation under this section to the extent a claim arises from:

• Customer Data;

• Customer’s use of the Services in breach of these Terms or the Documentation;

• Customer’s combination of the Services with products, services, or data not supplied by Tandem; or

• modifications to the Services not made by Tandem.

If the Services become subject to an infringement claim, Tandem may, at its option: obtain the right for Customer to continue using the affected Services; modify the affected Services so they are non-infringing; replace them with functionally equivalent services; or terminate the affected Services and refund prepaid fees for the unused portion of the subscription term.

Customer will defend Tandem against third-party claims arising from Customer Data or Customer’s use of the Services in breach of these Terms or applicable law, and will pay damages, costs, and settlements finally awarded or agreed by Customer, except to the extent the claim arises from Tandem’s breach of these Terms.

The indemnified party must promptly notify the indemnifying party of the claim, permit the indemnifying party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement may admit liability or impose obligations on the indemnified party without its prior written consent.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, even if advised of the possibility of such damages.

Except for liability that cannot legally be limited, Tandem’s total aggregate liability arising out of or relating to these Terms will not exceed US$1,000,000.

The limitation in this section does not apply to damages arising from a party’s infringement or misappropriation of the other party’s intellectual-property rights, breach of confidentiality obligations, breach of data-protection obligations, or security incident caused by that party’s breach of these Terms.

13. Term and Termination

These Terms begin when Customer accepts an Order Form or first uses the Services and continue until all Order Forms have expired or been terminated.

Unless an Order Form states otherwise, either party may terminate an Order Form for convenience by giving thirty (30) days’ prior written notice.

Either party may terminate these Terms or an affected Order Form immediately by written notice if the other party materially breaches these Terms and fails to cure that breach within thirty (30) days after receiving written notice.

Upon termination or expiration, Customer’s rights to use the Services end. Tandem will return or delete Customer Personal Data in accordance with the DPA. Sections that by their nature should survive termination will survive, including Sections 4, 7, 8, 9, 10, 11, 12, 13, and 14.

14. General

Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, excluding payment obligations.

Notices under these Terms must be in writing and sent by email to the contacts stated in the applicable Order Form, or to another email address designated in writing by the receiving party.

These Terms, each Order Form, and the DPA are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject.

If any provision is unenforceable, the remaining provisions remain in effect.

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The state and federal courts located in San Francisco, California have exclusive jurisdiction over disputes arising from these Terms, and each party consents to that jurisdiction.

15. Changes to These Terms

Tandem may update these Terms from time to time. For material changes, Tandem will provide at least thirty (30) days’ prior notice by email or through the Services. Updated Terms apply at the start of Customer’s next renewal term unless Customer agrees to them earlier or the parties agree otherwise in writing.

16. Contact

Questions about these Terms may be sent to:

Tandem App, Inc.

490 Post Street, Suite 640

San Francisco, CA 94102

United States

privacy@usetandem.ai