Terms of Service

TIESET, INC., a Delaware corporation, with its principal place of business at 214 Homer Ave, Palo Alto, CA 94301 ("TieSet") provides its Services to you, the customer ("Customer"). TieSet develops and provides STADLE, a representation infrastructure platform for enterprise AI, enabling continuously updating entity representations across distributed data sources.

These Terms of Service ("Terms") constitute a legally binding agreement between TieSet and Customer governing Customer's access to and use of TieSet's Services. By accessing or using the Services, Customer agrees to be bound by these Terms. If Customer does not agree to these Terms, Customer may not access or use the Services.

If Customer is entering into these Terms on behalf of a legal entity, Customer represents and warrants that it has authority to bind that entity, in which case "Customer" refers to that entity.

"Services" means TieSet's STADLE platform, software, APIs, documentation, support, and any other products or services provided by TieSet under these Terms or an applicable Order Form.

"Order Form" means any ordering document or online order specifying the Services to be provided, executed between TieSet and Customer and incorporated herein by reference.

"Customer Data" means all data, content, and information submitted by or on behalf of Customer through the Services.

"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Documentation" means TieSet's standard technical documentation for the Services made generally available to customers.

"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all other intellectual property and proprietary rights recognized in any jurisdiction.

Subject to Customer's compliance with these Terms and payment of applicable fees, TieSet grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription term to access and use the Services solely for Customer's internal business purposes.

TieSet may update, modify, or discontinue features of the Services from time to time. TieSet will use commercially reasonable efforts to provide Customer with notice of material changes to the Services.

TieSet may provide Customer with access to beta features or early-access functionality. Such features are provided "as is" and may be discontinued at any time without notice.

Customer is responsible for all activities that occur under Customer's accounts and for ensuring that use of the Services complies with these Terms. Customer shall: (a) maintain the security of account credentials; (b) use the Services in compliance with all applicable laws and regulations; (c) promptly notify TieSet of any unauthorized access or use of the Services.

Customer shall not: (a) license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Services; (b) modify, translate, adapt, or create derivative works based on the Services; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services; (d) use the Services to build a competing product or service; (e) remove or alter any proprietary notices or labels on the Services; (f) use the Services to store or transmit infringing, defamatory, unlawful, or tortious material.

Customer acknowledges that TieSet may establish usage limits and restrictions on the Services as set forth in the applicable Order Form or Documentation.

Customer shall pay all fees set forth in the applicable Order Form. Unless otherwise specified, all fees are due and payable within thirty (30) days of the invoice date.

All fees are non-refundable except as expressly set forth in these Terms or an applicable Order Form. TieSet reserves the right to modify its pricing with thirty (30) days' written notice.

Customer is responsible for all applicable taxes, levies, duties, or similar governmental assessments associated with Customer's purchase of Services, excluding taxes based on TieSet's income.

If Customer's payment is overdue, TieSet may suspend access to the Services upon written notice and may charge interest at 1.5% per month on outstanding balances.

As between the parties, TieSet retains all right, title, and interest in and to the Services, TieSet's Confidential Information, and all Intellectual Property Rights therein. No rights are granted to Customer except as expressly set forth in these Terms.

Customer retains all right, title, and interest in and to Customer Data. Customer grants TieSet a limited, non-exclusive license to access and process Customer Data solely to provide the Services and as described in TieSet's Privacy Policy.

TieSet may collect and use aggregated, de-identified data derived from Customer's use of the Services to improve the Services and for other legitimate business purposes, provided such data does not identify Customer or any individual.

If Customer provides TieSet with feedback, suggestions, or ideas regarding the Services ("Feedback"), TieSet may freely use and incorporate such Feedback without any obligation or compensation to Customer.

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party agrees not to disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by applicable law.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order.

The obligations in this Section shall survive termination of these Terms for a period of three (3) years.

TieSet processes Customer Data in accordance with its Privacy Policy, available at https://tieset.com/legal/privacy, and any applicable Data Processing Agreement.

TieSet implements and maintains reasonable administrative, physical, and technical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

TieSet will notify Customer without undue delay upon becoming aware of a security breach affecting Customer Data to the extent required by applicable law.

To the extent Customer Data includes personal data subject to applicable data protection laws, the parties agree to execute a Data Processing Agreement upon Customer's request.

Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) it will comply with all applicable laws and regulations; and (c) the execution and performance of these Terms will not conflict with any agreement to which it is a party.

TieSet warrants that during the applicable subscription term, the Services will perform materially in accordance with the Documentation. As Customer's exclusive remedy for breach of this warranty, TieSet will use commercially reasonable efforts to correct any material non-conformance reported by Customer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TIESET EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TIESET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE APPROPRIATE FOR CUSTOMER'S USE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIESET'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO TIESET IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (B) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS; OR (C) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

TieSet will defend Customer against any third-party claim alleging that the Services, as provided by TieSet and used in accordance with these Terms, infringe any patent, copyright, trademark, or trade secret of a third party, and will indemnify Customer against all damages, costs, and fees finally awarded by a court or agreed in settlement, provided that Customer: (a) promptly notifies TieSet in writing of the claim; (b) grants TieSet sole control of the defense; and (c) cooperates with TieSet as reasonably requested.

Customer will defend TieSet against any third-party claim arising from Customer's use of the Services in violation of these Terms or any applicable law, and will indemnify TieSet against all damages, costs, and fees finally awarded or agreed in settlement.

These Terms commence on the date Customer first accesses the Services and continue until terminated. The initial subscription term and renewal periods are as specified in the applicable Order Form.

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

TieSet may suspend or terminate Customer's access to the Services immediately upon written notice if Customer: (a) fails to make timely payment; (b) violates Section 4 (Restrictions); or (c) becomes insolvent or files for bankruptcy.

Upon termination, all licenses granted herein terminate and Customer shall promptly cease all use of the Services. TieSet will make Customer Data available for export for thirty (30) days following termination, after which TieSet may delete Customer Data in accordance with its data retention policies.

These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California for resolution of any disputes arising under these Terms.

Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through negotiation between senior representatives of each party for a period of at least thirty (30) days.

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations.

TieSet may update these Terms from time to time. TieSet will provide notice of material changes by posting the updated Terms at https://tieset.com/legal/terms and updating the "Last Updated" date. Continued use of the Services following notice constitutes acceptance of the updated Terms.

If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Neither party may assign these Terms without the other party's prior written consent, except that TieSet may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets without Customer's consent.

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision. All waivers must be in writing.

Notices under these Terms shall be in writing and delivered by email or overnight courier to the addresses specified in the Order Form or, for TieSet, to 214 Homer Ave, Palo Alto, CA 94301, Attn: Legal / info@tieset.com.