Terms and Conditions.
Effective date: 2026-10-24
PLEASE READ THESE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY TENSORLAKE, INC. (“TENSORLAKE”). BY CREATING AN ACCOUNT, CLICKING TO ACCEPT THESE TERMS, PAYING FOR OR USING THE SERVICES, OR EXECUTING AN ORDER FORM WITH TENSORLAKE THAT REFERENCES THESE TERMS, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ANY ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
Plans and Order Forms; Access to the Service
TensorLake offers the Services on the plans described at https://tensorlake.ai/pricing (each, a “Plan”), currently On-Demand, Pro and Enterprise. Customer selects a self-serve Plan in its account, and the features, limits and rates of that Plan are those published at the pricing page at the time of use. Enterprise Plans, and any other custom arrangement, are set out in a written or online order form mutually executed by the parties that references these Terms (each, an “Order Form”). Each Order Form is incorporated into and forms part of the Agreement, and where an Order Form and these Terms conflict, the Order Form controls. Subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions of the applicable Plan or Order Form), TensorLake grants Customer a nonexclusive, limited, nontransferable right and license to access and use the TensorLake product(s) and/or service(s) included in Customer’s Plan or Order Form (collectively, the “Service,” or “Services”) during the Term (as defined below) for Customer’s business purposes, including to build, operate and provide Customer’s own products and services to Customer’s end users, only as provided herein and only in accordance with TensorLake’s applicable official user documentation for such Service (the “Documentation”).
Account Types
TensorLake allows both individual users (“Individual Customers”) and entities (“Enterprise Customers”) to create accounts to access the Services (an “Account”). “Customer” as used herein refers to either Individual Customers or Enterprise Customers, as applicable. Individual Customers acknowledge and agree that if such Customer signed up for the Services in a manner that indicates that such Individual Customer is associated with a particular entity or employer (e.g., by using an email or other credentials associated with such entity or employer), and if such entity or employer currently has or later enters into an agreement for the Services with TensorLake (an “Entity Agreement”), then at TensorLake’s option, such Individual Customer’s Account may be merged with and/or subsumed by such employer’s or entity’s Account under the applicable Entity Agreement (an “Entity Account Transfer”), at which point this Agreement will terminate with respect to such Individual Customer and any further use of the Services will be pursuant to the applicable Entity Agreement.
Highly Sensitive Information
Customer will not use the Services to store or process Highly Sensitive Information (as defined below) unless Customer and TensorLake otherwise agree in writing and implement any applicable supplemental data processing agreements. “Highly Sensitive Information” means, for purposes of this Agreement: (1) “special categories of personal data,” “sensitive personal information,” or “Sensitive Personal Data,” as defined under applicable Data Protection Law, including European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); or (3) other information subject to additional protections or regulation under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations). TensorLake shall have no responsibility for Highly Sensitive Information where the Service is not approved by TensorLake to be used with Highly Sensitive Information.
Service Levels and Support
5.1 Availability Commitment. TensorLake will use commercially reasonable efforts to make the Control Plane available 99.9% of the time in each calendar month (“Monthly Availability”). For purposes of this Section 5, “Control Plane” means the TensorLake-hosted components of the Service that provide the sandbox lifecycle API, scheduling, orchestration and application endpoints. Monthly Availability is measured as the percentage of one-minute intervals in the month, with all hours weighted equally, in which the Control Plane accepts sandbox lifecycle API calls, schedules sandboxes onto available hosts, serves application endpoints, and returns state without error. Sandboxes already running continue to execute during a Control Plane outage; Monthly Availability measures Customer’s ability to create, resume and orchestrate them.
5.2 Service Credits. If Monthly Availability falls below 99.9% in a month, TensorLake will credit Customer the following percentage of the Fees payable for the affected Service for that month (a “Service Credit”):
| Monthly Availability | Service Credit (% of that month’s Fees for the affected Service) |
| 99.90% or above | None |
| 99.50% to 99.89% | 10% |
| 99.00% to 99.49% | 20% |
| 95.00% to 98.99% | 35% |
| Below 95.00% | 50% |
5.3 State Durability. Loss or corruption of a settled Cloud Volume write, a sealed Cloud Volume or sandbox snapshot, or a promoted Git commit, where caused by a defect in TensorLake software rather than by Customer’s own infrastructure or storage configuration, is treated as a P1 incident and earns an additional Service Credit of 50% of that month’s Fees for the affected Service. TensorLake will provide a written root cause analysis within ten (10) business days.
5.4 How Service Credits Are Applied. TensorLake calculates Service Credits from its own monitoring and applies them automatically to Customer’s next invoice; Customer is not required to submit a claim. Customer may also claim a Service Credit in writing within thirty (30) days after the end of the affected month if TensorLake’s telemetry did not capture an incident Customer observed. Service Credits are cumulative, aggregate Service Credits in any month are capped at 50% of the total Fees for that month, and unused Service Credits carry forward to the following month. Service Credits are not refundable in cash; if Customer’s Plan or Order Form ends and an earned Service Credit cannot be applied, Customer may elect to receive one free month of the affected Service in lieu of the credit. Except for the rights in Section 5.5, Service Credits are Customer’s sole and exclusive remedy for any failure to meet the commitments in this Section 5.
5.5 Chronic Failure. If Monthly Availability falls below 99.5% in two (2) consecutive months, or in any three (3) months within a rolling six-month period, Customer may, on thirty (30) days’ written notice, elect either (a) to terminate the affected Plan or Order Form without penalty, with Fees pro-rated to the termination date and any amount invoiced beyond it refunded, or (b) to reduce any minimum commitment under the affected Order Form by 50% for the following six (6) months. This right is in addition to, and does not waive, Service Credits.
5.6 Exclusions. Monthly Availability and the durability commitment in Section 5.3 exclude downtime or failures resulting from: (i) scheduled maintenance for which TensorLake gave at least seventy-two (72) hours’ notice, not to exceed four (4) hours in any month; (ii) Customer’s own infrastructure, accounts or network, including, where Customer hosts the Data Plane in the Customer Environment, cloud provider outages, quota or host capacity exhaustion, reclamation of spot or preemptible instances by the provider, host instance types that do not expose hardware virtualization, IAM or network misconfiguration, deletion or modification of TensorLake-managed resources by Customer, or Customer-imposed network policy; (iii) code, images or workloads supplied by Customer or generated by Customer’s agents and executed inside a sandbox, including guest crashes, resource exhaustion within a sandbox, and faults in Customer-supplied images; (iv) Customer’s failure to apply a mandatory Update within thirty (30) days after TensorLake’s written notice that the Update is required; (v) Third Party Integrations; (vi) Customer’s use of the Service other than in accordance with the Documentation or this Agreement, or any suspension of the Service permitted by this Agreement; and (vii) force majeure events as described in Section 16.
5.7 Support. TensorLake provides support to Customers on a paid Plan by email at support@tensorlake.ai and through any additional channels specified in an Order Form, with the following target initial response times. Response targets are not resolution commitments.
| Severity | Definition | Target Initial Response |
| P1 — Critical | Sandbox create, resume or orchestration halted or materially degraded across Customer’s fleet, or loss of durable state, with no workaround. | 4 hours, 24×7 |
| P2 — High | Significant feature impaired; a workaround exists. | 1 business day |
| P3 — Normal | Non-blocking defect, question or configuration request. | 3 business days |
5.8 Scope. This Section 5 applies to paid Plans and does not apply to Free Offerings (Section 12). An Order Form may modify this Section 5, and in the event of conflict the Order Form controls. References in any Order Form to TensorLake’s Support and Availability Policy, or to Exhibit A of these Terms, refer to this Section 5.
Service Updates
From time to time, TensorLake may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that TensorLake shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that TensorLake may make improvements and modifications to the Services at any time in its sole discretion; provided that TensorLake shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. If Customer is hosting the Customer Environment (as indicated on the applicable Order Form), Customer acknowledges and agrees that (i) in the course of providing Updates to particular software (e.g., TensorLake software that is installed on the Data Plane within the Customer Environment), TensorLake may cease supporting older versions of such software, (ii) if Customer fails to apply any such Updates, then the Service may no longer function until such Updates have been applied.
Ownership; Feedback
As between the parties, TensorLake retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by TensorLake for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to TensorLake with respect to the Service (“Feedback”). TensorLake acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to TensorLake a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair TensorLake’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Fees; Payment
Customer shall pay TensorLake the fees for Customer’s Plan as published at https://tensorlake.ai/pricing, or as set forth in the applicable Order Form (“Fees”). Unless otherwise specified in an Order Form, Fees for use of the Service are calculated from metered usage at the rates of Customer’s Plan or the applicable Order Form and are invoiced monthly in arrears, any recurring platform or subscription Fees are invoiced monthly in advance, and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Where Customer has provided a payment method, TensorLake may charge it when each invoice is issued. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on TensorLake’s net income). All Fees paid are non-refundable and are not subject to set-off. TensorLake may change the published pricing or features of self-serve Plans on at least thirty (30) days’ notice, posted at the pricing page or sent to the email address associated with Customer’s account; such changes do not affect Fees fixed in an Order Form for its then-current term. If Customer exceeds any user or usage limitations of its Plan or Order Form, then (i) TensorLake shall invoice Customer for such additional users or usage at the overage rates of the applicable Plan or Order Form (or, if none are specified, at TensorLake’s then-current standard rates for such usage), and (ii) if an Order Form Term renews (in accordance with the section entitled “Term; Termination”, below), such renewal shall include the additional fees for such excess users and usage.
Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) resell, sublicense or otherwise make the Service available to third parties on a standalone basis, other than as an integrated part of Customer’s own products or services; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (vii) bypass any measures TensorLake may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
Data
For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. For the avoidance of doubt, if Customer is hosting the Customer Environment (as indicated on the applicable Order Form), then TensorLake does not require (and generally will not have) access to any Customer Data that resides within the Data Plane on the Customer Environment (“Customer Hosted Data”). Customer Data that is provided to, hosted or processed on the Control Plane is referred to as “Control Plane Data”. For clarity, terms relating to Customer Hosted Data and Control Plane Data only apply if “Control Plane” and “Data Plane” are indicated on the applicable Order Form. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not TensorLake, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to TensorLake as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). TensorLake shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. TensorLake is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to TensorLake’s gross negligence or willful misconduct. Customer is responsible for (x) maintaining the security of Customer’s account passwords and encryption keys and (y) the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. By using the Services, Individual Customers acknowledge and agree that such Customers are subject to the provisions in this Agreement as well as those in TensorLake’s Privacy Policy (located at https://www.tensorlake.ai/privacy). In the event and to the extent that Customer is a controller or processor of Personal Data (as defined in the DPA) that is subject to certain Data Protection Laws (as defined in the DPA), the Data Processing Addendum located at https://www.tensorlake.ai/dpa (the “DPA”) is hereby included and incorporated into this Agreement. Notwithstanding anything to the contrary, Customer acknowledges and agrees that TensorLake may internally use and modify (but not disclose) Customer Data, including Control Plane Data, for the purpose of providing the Service to Customer. TensorLake does not use Customer Data, including source code and other content submitted to the Service, to train machine learning models, and does not permit its subcontractors or service providers to do so. Customer further agrees that TensorLake may use and modify (but not disclose) Usage Data for the purpose of generating Aggregated De-Identified Data (as defined below), and may freely use, retain and make available Aggregated De-Identified Data for TensorLake’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing TensorLake’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by TensorLake in connection with Customer’s use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer. TensorLake may collect, retain and use during and after the term of this Agreement, usage data that is derived from Customer’s use of the Service, including patterns identified through the use of the Service, Customer Data, and data regarding the performance of the Service (“Usage Data”); provided that, Usage Data excludes the actual contents of any files uploaded to the Service or hosted in the Customer Environment.
Third Party Integrations
Customer acknowledges and agrees that (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Service or certain portions thereof may be dependent on TensorLake’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless the TensorLake for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. TensorLake cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
Term; Termination
This Agreement commences when Customer first accepts it as described above and, unless earlier terminated in accordance herewith, continues for as long as Customer maintains an account or any Order Form Term remains in effect (the “Term”). Self-serve Plans are provided month to month: Customer may cancel its Plan or close its account at any time through its account settings or by notice to support@tensorlake.ai, and TensorLake may discontinue a self-serve Plan on thirty (30) days’ notice; cancellation takes effect at the end of the then-current monthly billing period, and Fees accrued through that date remain payable. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (y) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, TensorLake may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with TensorLake’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) TensorLake shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, TensorLake shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) TensorLake shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by TensorLake to Customer, including any assistance in exporting the Customer Data, shall be billable at TensorLake’s standard rates then in effect.
Free/Trial Use
TensorLake may make the Service or certain editions of the Service (e.g., a free trial, or a “community” version) available to Customer free of charge (“Free Offerings”). Customer retains ownership of Customer Data provided in connection with a Free Offering, and TensorLake will not sell it and will not use it, or permit its subcontractors or service providers to use it, to train machine learning models. Otherwise, notwithstanding anything else, (i) Section 9 (Data) and the DPA do not apply to Free Offerings, TensorLake has no other obligations with respect to data provided in connection with a Free Offering, and Customer shall not submit Personal Data subject to Data Protection Law or Highly Sensitive Information to a Free Offering; (ii) TensorLake may use data about Customer’s use of a Free Offering as Usage Data (as defined in Section 9); (iii) Free Offerings are provided “AS-IS,” without warranty of any kind; (iv) TensorLake shall not have any obligation to provide any support for Free Offerings; and (v) TensorLake shall have no obligations under Section 13 (Indemnification) or liability of any kind with respect to Free Offerings (unless such exclusion of liability is not enforceable under applicable law, in which case TensorLake’s liability with respect to the Free Offerings shall not exceed $100.00).
Indemnification
Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of TensorLake as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of TensorLake do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by TensorLake (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by TensorLake, (iv) combined with other products, processes or materials not provided by TensorLake (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.
Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Liability
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 6, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO TENSORLAKE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
Miscellaneous
This Agreement (including all Order Forms) represents the entire agreement between Customer and TensorLake with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and TensorLake with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices to TensorLake must be sent to legal@tensorlake.ai or to the address set forth on the applicable Order Form; notices to Customer may be sent to the email address associated with Customer’s account or to the contact set forth on the applicable Order Form. Either party may update its notice address by giving notice in accordance with this section. TensorLake may update these Terms by posting a revised version at https://tensorlake.ai/terms with a new effective date; for changes that materially reduce Customer’s rights, TensorLake will give at least thirty (30) days’ notice to the email address associated with Customer’s account before the change takes effect, and Customer’s continued use of the Service after the effective date constitutes acceptance. Prior versions remain available at that address. An Order Form may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) TensorLake may utilize subcontractors in the performance of its obligations hereunder. Customer agrees that TensorLake may use Customer’s name and logo to refer to Customer as a customer of TensorLake on its website and in marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Prior versions
Questions about this document?
Reach the Tensorlake legal team at legal@tensorlake.ai, or write to TensorLake, Inc., San Francisco, California.
For security or privacy incidents: security@tensorlake.ai.