Last Updated: November 1, 2024

TieSet, Inc. 214 Homer Ave, Palo Alto, CA 94301

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These Terms of Service ("TOS") are a legal agreement between you ("Customer") and TieSet, Inc. ("TieSet," "we," "us"). They govern your use of our Adaptive-LLM service, including our website, APIs, software, tools, documentation, content, and functionalities (collectively, the "Service").

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1. Acceptance of Terms

(A) Agreement to Terms:  By accessing or using the Service, you agree to comply with and be bound by these Terms of Service (“TOS”), as well as our Privacy Policy and Acceptable Use Policy. If you do not agree to these terms, you must discontinue use of the Service immediately.

(B) Authority to Bind:  If you are accepting these TOS on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these TOS. If you do not have such authority, you must not accept these TOS or use the Service on behalf of that entity.
(C) Changes to Terms:  TieSet reserves the right to modify these TOS at any time. We will provide notice of significant changes by updating the “Effective Date” at the top of this document and posting the revised TOS on our website. We encourage you to review these TOS periodically for any updates. By continuing to access or use the Service after modifications become effective, you agree to be bound by the revised TOS. If any modifications are not acceptable to you, your sole remedy is to discontinue using the Service.
(D) Access to Current TOS:  The most current version of these TOS will always be available at https://tieset.com/tos-adaptive-llm. Your continued access to the Service after any changes to these TOS constitutes your acceptance of the updated terms.

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2. Description of Service

The "Service" refers to TieSet's Adaptive-LLM platform, including any associated APIs, software, libraries, data, reports, content, and any updates or modifications thereto.

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3. Accounts

(A) Account Registration:  To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
(B) Account Security:  You agree to use reasonable measures to protect your account, including safeguarding your login credentials and using secure networks when accessing the Service. If you become aware of any unauthorized access to your account or any other breach of security, you must notify TieSet immediately at support@tie-set.com. TieSet is not liable for any loss or damage arising from unauthorized use of your account if you fail to notify us.
(C) Account Suspension and Deactivation:  TieSet reserves the right to suspend, deactivate, or terminate your account under the following conditions:

1. Security Breaches: If TieSet suspects or detects repeated unauthorized access, misuse, or breaches of security involving your account.

2. Violation of Terms: If you breach these Terms of Service, the Privacy Policy, or the Acceptable Use Policy.

3. Misuse of Service: If TieSet determines that your use of the Service is causing harm to the platform, other users, or TieSet’s systems (e.g., through abusive content, excessive use of resources, or non-compliant behavior).

4. Non-Payment: If you fail to make timely payments for any fees associated with the Service, where applicable, your account may be suspended until the outstanding fees are resolved.

In the case of account suspension or termination, you will receive a notice from TieSet, if feasible, and TieSet will specify the reason(s) for the action.
(D) User Responsibilities:  You are responsible for any activity that occurs under your account. You agree not to share your account credentials with unauthorized individuals and to only authorize others to access the Service under your account if such individuals comply with these TOS. You are liable for any actions taken under your account, whether authorized by you or not, and agree to indemnify TieSet for any damages or losses arising from such actions.
(E) Account Termination by User:  You may deactivate or delete your account at any time by following the instructions provided within the Service or by contacting TieSet at support@tie-set.com. Upon account termination, your access to the Service will be revoked, and any data associated with your account may be deleted, in accordance with TieSet’s data retention policies.
(F) Effects of Account Deactivation or Termination:  Upon deactivation or termination of your account, you will no longer have access to the Service. TieSet may delete any data associated with your account, subject to data retention and legal requirements. Certain sections of these TOS, including those concerning confidentiality, data ownership, intellectual property, and limitation of liability, will survive account termination.

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4. Evaluation and Additional Services

(A) Limited-Time or Limited-Functionality Evaluations:  TieSet may offer access to the Service through limited-time or limited-functionality evaluations, including beta versions, free trials, or other promotional offerings (collectively, “Evaluations”). These Evaluations are provided on an “as-is” basis, with no warranties, and may be subject to additional restrictions as specified in this TOS or any associated documentation.
(B) Usage Limitations for Evaluations:  During an Evaluation, usage of the Service may be restricted in the following ways:

1. Time Limit: Evaluations may be limited to a specific period (e.g., 14 days) after which access to the Service will be automatically terminated unless a paid subscription is purchased.

2. Data Limits: Evaluations may restrict the volume of data or requests you can submit through the Service (e.g., a maximum number of questions per minutes, a maximum number of uploadable files and users during the trial period).

3. Feature Limitations: Certain features, functionalities, or integrations of the Service may be disabled or inaccessible during an Evaluation. TieSet reserves the right to adjust or restrict access to specific features without prior notice.

These limitations are subject to change and are intended to ensure fair usage and system stability during Evaluations.
(C) Termination of Evaluations:  TieSet reserves the right to modify or terminate any Evaluation at any time without notice. Upon termination of the Evaluation, access to any data submitted or generated during the Evaluation may be revoked, and TieSet is not responsible for retaining any data after the Evaluation period ends.
(D) Additional Terms for Beta Versions:  If you are granted access to a beta version of the Service, you acknowledge and agree that beta versions are in an early stage of development, may contain bugs, and may be subject to further modifications. Beta versions are provided for testing and feedback purposes only, and TieSet disclaims all liability for any issues or interruptions that may occur during beta use. Your use of any beta version is subject to additional limitations as may be specified by TieSet.
(E) Additional Services:  Certain features or functionalities of the Service may be available as “Additional Services,” which are separate from standard offerings and may require the acceptance of additional terms or the payment of extra fees. Examples of Additional Services may include customized integrations, premium support, or advanced data processing capabilities. If you accept additional terms on behalf of an entity, you confirm that you have the authority to bind that entity to such terms.
(F) No Guarantee of Data Retention for Evaluations and Beta Versions:  Data generated, submitted, or processed during Evaluations or beta versions may not be retained once the Evaluation or beta period concludes. TieSet is under no obligation to store, back up, or provide access to any data after an Evaluation or beta version ends. If you wish to retain any data generated during an Evaluation, you should download or export such data before the Evaluation period concludes.
(G) Conversion to Paid Service:  If you wish to continue using the Service beyond an Evaluation or beta period, you may be required to purchase a subscription or pay applicable fees. Upon purchasing a subscription, you will gain access to the full version of the Service, subject to any terms and limitations in your order form and these TOS

5. Use Rights, Requirements, and Restrictions

(A) You must use the Service in compliance with these TOS, our Acceptable Use Policy, and applicable laws. You may not misuse the Service, violate any laws, infringe on intellectual property rights, or provide unauthorized access to the Service.

(B) You agree not to sublicense, resell, rent, lease, transfer, assign, time-share, or otherwise commercially exploit or make the Service available to any third party without prior written consent from TieSet.

(C) Prohibited Uses:  You are strictly prohibited from using the Service for:

1. Generating or distributing abusive, fraudulent, or harmful content.

2. Engaging in activities that compromise security, such as unauthorized access, phishing, or spreading malware.

3. Violating privacy rights, including inappropriate use of personal information.

4. Utilizing outputs from the Service for purposes like "model scraping" or training other AI models without permission.

5. Any form of child exploitation or abuse, including the creation, support, or distribution of Child Sexual Abuse Material (CSAM).

6. Generating deceptive or misleading content, such as impersonating humans, creating fake reviews, or engaging in disinformation campaigns.

7. Promoting illegal or highly regulated activities, such as the trade of illegal goods, human trafficking, or facilitating any form of crime.

8. Creating or distributing sexually explicit content or engaging in erotic chats.

9. Promoting violence, hate speech, or any discriminatory practices.

(D) Prohibited Business Use Cases:  You may not use the Service for:

1. Tracking or targeting individuals using technologies like facial recognition or predictive policing.

2. Making determinations in criminal justice matters, such as parole eligibility.

3. Making automated decisions regarding financing, housing, or employment.

(E) Additional Requirements for Businesses:  If you use the Service to provide legal, medical, or financial advice, you must ensure that all outputs are reviewed by a qualified professional before being shared with consumers. You are responsible for the accuracy and appropriateness of the information provided. If you deploy the Service as part of an automated system where users interact with the Service, you must clearly disclose to users that they are interacting with an AI system and not a human.

(F) License Grant:  Upon purchase, TieSet grants you a non-exclusive, non-transferable license to use the Service solely in accordance with these TOS. This license is limited to using the Service as provided, without access to or rights over the source code. The Service may only be accessed in its SaaS or executable form, as specified in your order form, and you may not assign, sublicense, or otherwise transfer any rights in the Service to any third party.
(G) Source Code Access Restriction:  This license does not grant any rights to access, modify, or reverse-engineer the source code of the Service. TieSet reserves all rights to any source code related to the Service, which remains proprietary and confidential.

6. Ownership of the Service and Content

(A) Service Ownership:  TieSet and its affiliates, licensors, and service providers retain all rights, including intellectual property rights, in the Service. You do not acquire any ownership rights in the Service, except for the limited rights granted under these TOS.
(B) Data Ownership and Usage Rights:  You retain ownership of any data, content, or materials (“User Data”) you submit to the Service, including but not limited to prompts, inputs, or other data transmitted through the Service. TieSet will not claim ownership of User Data.
(C) Confidential Data Restrictions:  If you upload confidential or sensitive data to the Service, TieSet agrees to implement and maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of such data. TieSet will not access, use, or disclose confidential data to third parties without your authorization, except as required by law. In such cases, unless legally prohibited, TieSet will provide you with prior notice and cooperate in any lawful efforts to limit the scope of required disclosure.
(D) Responsibility for Outputs:  TieSet does not guarantee the accuracy or reliability of any Outputs generated by the Service. You are responsible for verifying the appropriateness of these Outputs before using them.

7. Viruses and Security

(A) TieSet does not guarantee that the Service is free from bugs, viruses, or other harmful components. You are responsible for implementing sufficient procedures to satisfy your requirements for security, data backup, and protection.

(B) You agree not to misuse the Service by introducing viruses, trojans, worms, or other malicious software.

8. Modification, Suspension, Discontinuation of the Service

(A) TieSet reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice, at its sole discretion.

(B) TieSet shall not be liable to you or any third party for any such modification, suspension, or discontinuation of the Service.

9. Fees and Payment

(A) License Fees:  Access to certain features or functionalities of the Service requires the payment of license fees, which may be billed on an annual or monthly basis as specified in your order form. Your access to the Service is contingent upon the timely payment of these fees, which are non-refundable except as specified in these TOS or as required by law.
(B) Refund Policy:  TieSet does not offer refunds for fees paid except under the following conditions:

1. Service Malfunction: If the Service is unavailable due to a significant malfunction or prolonged outage caused by TieSet (lasting more than 72 continuous hours), you may request a prorated refund for the affected period.

2. Billing Errors: If there is a clear billing error, TieSet will refund the overcharged amount upon verification of the error.

3. Cancellations Before Service Activation: If you cancel your order before the Service activation begins, you may be eligible for a full refund, minus any applicable administrative fees.

Refund requests must be submitted in writing to support@tie-set.com within 30 days of the billing issue or service disruption. Refunds may be subject to a small administrative fee to cover processing costs, and any refunds issued will be credited to the original payment method.
(C) Renewal:  This Agreement will automatically renew at the end of each billing cycle, either annually or monthly, as specified in your order form, unless you provide TieSet with written notice of cancellation at least 30 days before the renewal date. If you select a monthly renewal, payment is due at the beginning of each month to maintain uninterrupted access to the Service.
(D) Additional Maintenance and Support Fees:  If you require additional maintenance or support services beyond what is included with your license, such services may be available for an extra fee as specified in your order form. These fees must be paid according to the terms agreed upon in the order form or invoice, and failure to pay may result in suspension of additional support services.
(E) Payment Terms and Third-Party Processors:  TieSet may utilize third-party payment processors to facilitate payments. You agree to provide accurate and complete billing information and authorize TieSet or its payment processor to charge your designated payment method for all applicable fees. TieSet is not liable for any errors or delays caused by third-party payment processors.
(F) Non-Payment Consequences:  In the event of non-payment, late payment, or failed payment for any fees due under this Agreement, TieSet reserves the right to take the following actions:

1. Temporary Account Suspension: TieSet may suspend your access to the Service until all outstanding fees are paid. During the suspension, you may not be able to access your data or any Service functionalities.

2. Late Fees: A late fee of 1.5% of the outstanding balance per month (or the maximum rate permitted by law, if less) may be applied to any overdue amounts that remain unpaid for more than 30 days.

3. Termination of Account: If payment remains outstanding for more than 60 days, TieSet may terminate your account permanently and delete any associated data, subject to TieSet’s data retention policies.

4. Collections and Legal Action: TieSet reserves the right to engage collection agencies or pursue legal remedies to collect unpaid balances, and you agree to reimburse TieSet for any collection or legal costs incurred in enforcing payment, including reasonable attorney fees.

(G) Fee Adjustments:  TieSet reserves the right to adjust its fees periodically. You will be notified of any fee changes in advance, and any adjustments will apply starting from your next billing cycle. If you do not agree to the new fees, you may choose not to renew your subscription at the end of your current billing cycle.

10. Third-Party Services and Links

(A) The Service may include or be used with third-party content, services, or integrations. TieSet is not responsible for any loss, damage, or security risks arising from your use of such third-party offerings.

(B) Your use of third-party content, services, or integrations is at your own risk and subject to the terms and policies of those third parties.

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11. Feedback

(A) By providing feedback, suggestions, or ideas ("Feedback") regarding the Service, you grant TieSet a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, modify, create derivative works from, and otherwise exploit such Feedback for any purpose without compensation to you.

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12. Confidentiality and Data Security

(A) Protection of Confidential Data:  TieSet is committed to maintaining the confidentiality, integrity, and security of User Data and other confidential information provided through the Service. TieSet will implement and maintain reasonable administrative, physical, and technical safeguards to protect against unauthorized access, disclosure, alteration, and destruction of User Data.
(B) Purpose Limitation:  User Data will only be accessed, used, and processed as necessary to deliver the Service or as otherwise explicitly authorized by you. TieSet will not use User Data for any purpose outside the scope of this Agreement, including developing new Service features, without your explicit consent.
(C) User Control and Data Rights:  You retain ownership of any data, content, or materials (“User Data”) you submit to the Service, including prompts, inputs, and other transmissions. You may request data deletion, anonymization, or export of your User Data at any time. Upon account closure, TieSet will delete or anonymize your data, except as necessary to comply with legal requirements or to protect its rights.
(D) Data Security Measures:  TieSet will employ appropriate security measures to safeguard User Data. These measures include, but are not limited to, encryption of data in transit and at rest, restricted access controls, and regular security audits. Access to User Data is limited to authorized personnel on a strict need-to-know basis, and TieSet regularly audits access logs to ensure compliance with this policy.
(E) Data Breach Notification:  In the event of a data breach involving your User Data, TieSet will promptly notify you and take all reasonable steps to mitigate any potential harm. TieSet will also cooperate with any investigation or remedial efforts as required by applicable law, and will inform you of the nature and scope of the breach, if known.
(F) Data Requests:  TieSet will notify you of any legal request or obligation requiring disclosure of your confidential information, unless prohibited by law. TieSet will cooperate with reasonable requests to limit disclosure to the extent legally permissible and will take appropriate measures to ensure any disclosed information is handled securely.
(G) Obligations on Termination:  Upon termination of this Agreement or upon your request, TieSet will promptly delete, return, or anonymize your confidential information, except where retention is required by law or necessary to fulfill contractual obligations. Any retained information will be stored securely and used solely for lawful purposes

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13. Disclaimer of Warranties and Limitation of Liability

(A) Disclaimer of Warranties:  The Service is provided “as is” without any warranties of any kind, express or implied. To the fullest extent permitted by law, TieSet disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. TieSet does not warrant that the Service will meet your specific requirements, operate uninterrupted, or be error-free, nor does it warrant that any defects will be corrected.
(B) Limitation of Liability:  In no event shall TieSet, its affiliates, licensors, or service providers be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business interruption, arising out of or related to these TOS or your use of, or inability to use, the Service, regardless of the cause or form of action, even if TieSet has been advised of the possibility of such damages.
(C) Aggregate Liability Cap:  TieSet’s total cumulative liability to you for any claims arising out of or related to these TOS or the Service, whether in contract, tort, or otherwise, shall not exceed the amount you paid to TieSet for the Service in the twelve (12) months preceding the event giving rise to the claim. This limitation is an essential element of the agreement between you and TieSet, and the Service would not be provided without such a limitation.
(D) No Guarantee of Service Outcomes:  You acknowledge and agree that TieSet does not guarantee any specific outcomes, results, or accuracy of any outputs generated by the Service. You are solely responsible for verifying the appropriateness and reliability of any outputs produced and for any actions you take based on these outputs.

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14. Termination

(A) TieSet may terminate this Agreement or suspend your access to the Service at any time, with or without notice, if you breach these TOS or engage in any activity that TieSet, in its sole discretion, deems harmful to its interests or the interests of other users.

(B) Upon termination, you must immediately cease using the Service and delete any confidential information obtained through the Service. TieSet reserves the right to delete any data associated with your account, particularly in connection with free or trial services. Certain provisions of these TOS, such as those relating to confidentiality, intellectual property, and indemnification, will survive termination.

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15. Arbitration

(A) Any dispute, controversy, or claim arising out of or relating to these TOS, including the validity, invalidity, breach, or termination thereof, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in California and in English, unless TieSet and the customer mutually agree to an alternative jurisdiction and language.
(B) Each party shall bear its own costs and fees, except that the prevailing party may recover its reasonable attorney’s fees and costs.

16. Maintenance and Support

(A) During the first year of this Agreement, if you report a critical error in the Service, TieSet will investigate and attempt to resolve the error within 30 business days at no additional cost.
(B) For technical inquiries regarding the use of the Service, you may contact TieSet, and TieSet will make reasonable efforts to respond to your questions.
(C) If you require additional support or maintenance services, you may request these through your order form, and TieSet will provide them for an additional fee as specified.
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17. Miscellaneous

(A) These TOS, along with any other guidelines, rules, or supplemental terms referenced herein, constitute the entire agreement between you and TieSet regarding the Service.

(B) If any provision of these TOS is found to be invalid, the remaining provisions will continue in full force and effect.

(C) TieSet’s failure to enforce any right or provision of these TOS shall not constitute a waiver of such right or provision.

(D) These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under these Terms of Service shall be subject to the exclusive jurisdiction of the courts located in California or, alternatively, in a jurisdiction agreed upon by TieSet and the customer.

(E) You may not assign or transfer these TOS or any rights or obligations under these TOS without TieSet’s prior written consent.

(F) TieSet may comply with requests from government authorities relating to the Service and reserves the right to report any issues to law enforcement.

(G) The Service is considered commercial software, and U.S. government users have the same rights as other users under these TOS.

(H) You agree not to export, re-export, or provide access to the Service to restricted parties or countries in violation of U.S. export control laws and regulations. You represent and warrant that you and anyone accessing the Service through your account are not restricted parties or located in any restricted country.

(I) Intellectual Property Indemnification: TieSet is not liable for any IP infringement claims arising from your use of the Service in configurations, combinations, or uses not provided by TieSet. This includes any claims resulting from modifications made by you or use of the Service with third-party software, data, or hardware not specified by TieSet.

(J) If you have any questions, concerns, or comments about these Terms of Service, or if you need to report an issue with the Service, you may contact TieSet at: support@tie-set.com. TieSet will make reasonable efforts to respond to inquiries within a timely manner. Please include any relevant details or context in your communication to assist us in addressing your questions or concerns as effectively as possible.