Tendrel

Platform Terms and Conditions

Last updated June 23, 2026

These Platform Terms and Conditions and all Order Forms issued hereunder (collectively, this “Agreement”), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement or you execute an Order Form with Tendrel that incorporates this Agreement by reference (the “Effective Date”), are by and between Tendrel, Inc. with offices located at 327 Warren Street, Brooklyn, NY 11201 (“Tendrel”) and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement. All terms shall have the meaning given to them as defined below or in the Order Form.

1. Access and Use

1.1 Order Forms; Access to the Services

Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement, Tendrel grants Customer a nonexclusive, non-sublicensable, nontransferable right and license to internally access and use the Services during the Subscription Period with respect to the Site(s) identified in the applicable Order Form, for the internal business purposes of Customer, only as provided herein and only in accordance with the Documentation. Use of the Services is limited to the features and functionalities specified in the Order Form. Customer will be responsible for all acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users’ accounts.

1.2 Platform Modifications

Tendrel reserves the right to modify, update, or discontinue any feature, functionality, or component of the Services at any time, and no such change shall constitute a breach of this Agreement. If a discontinued feature was a material component of the Services under the applicable Order Form and no substantially similar replacement is provided, Customer may, as its sole and exclusive remedy, terminate the affected Order Form upon written notice and receive a pro-rated refund of prepaid fees for the remaining term.

2. Service Levels; Support

2.1 Service Levels; Support

Tendrel shall provide the Services in accordance with the Service Level Agreement attached as Exhibit A.

2.2 Trial Basis Services

Notwithstanding anything to the contrary in this Agreement, if Tendrel provides Customer access to Trial Basis Services, then Customer acknowledges that (i) the Trial Basis Services are provided “AS IS”, without warranty of any kind; and (ii) Tendrel’s obligations pursuant to Sections 2 (“Service Levels; Support”) and 9 (“Indemnification”) shall not apply to such Trial Basis Services.

3. Proprietary Rights and Licenses; Restrictions

3.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Tendrel, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Tendrel IP. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 License by Customer to Use Feedback

Customer grants to Tendrel and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of Tendrel’s or its Affiliates’ services.

3.3 Authorized Users; Customer Systems

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. Further, Customer has and will retain sole responsibility for: (i) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (ii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers (“Customer Systems”); (iii) the security and use of Customer’s and its Authorized Users’ access credentials; and (iv) all access to and use of the Services directly or indirectly by or through the Customer Systems or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

3.4 Use 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 Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, sublicense, publish, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party or make the Services available to any third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Tendrel product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Tendrel may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).

4. Customer Data; Customer Systems; Third Party Integrations

4.1 Customer Data

Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Tendrel, 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 Tendrel as contemplated hereunder, without any infringement, violation or misappropriation of any third party rights (including intellectual property rights and rights of privacy). Customer hereby grants Tendrel a non-exclusive, royalty-free, worldwide license to use, host, reproduce, and display the Customer Data (a) as necessary to provide, maintain and operate the Services in accordance with this Agreement, and (b) in aggregated, anonymized and/or de-identified form, for Tendrel’s internal business purposes, including to develop, test, support and improve Tendrel’s products and services. Tendrel will not disclose Customer Data in a form that identifies Customer or any Authorized User to any third party except as permitted under this Agreement. For the avoidance of doubt, Tendrel shall not use any Customer Data to train any artificial intelligence or machine learning models.

4.2 Third Party Integrations; Customer Systems

Customer acknowledges that (i) the Services may operate on, with, or using Third Party Integrations, Customer Systems, and Customer Data, (ii) the availability and operation of the Services may be dependent on Tendrel’s ability to access such Third Party Integrations, Customer Systems, and Customer Data, and (iii) Customer’s failure to provide adequate access, or any retraction of permissions relating thereto, may result in a suspension or interruption of the Services. To the extent Customer connects any Customer Systems to the Services or otherwise provides Tendrel with access to Customer Data residing within Customer Systems or Third Party Integrations, Customer shall: (A) maintain, throughout the applicable Subscription Period, all connectivity, credentials, permissions, and access necessary for Tendrel to access such Customer Systems and Third Party Integrations as required for the provision of the Services; (B) be solely responsible for the accuracy, quality, integrity, legality, and reliability of all data transmitted from such Customer Systems and Third Party Integrations into the Services, which data shall constitute Customer Data subject to all applicable terms of this Agreement; and (C) be solely responsible for the security of Customer Systems and the connection points between Customer Systems and the Services, including the maintenance of appropriate security controls, access management, and network protections. Customer represents and warrants that it has all rights, licenses, permissions, and consents necessary to (x) connect, use, and access any Third Party Integrations and Customer Systems integrated or connected with the Services, and (y) authorize Tendrel to access and transmit Customer Data from such Third Party Integrations and Customer Systems into the Services. Customer shall indemnify, defend, and hold harmless Tendrel from and against all claims, damages, and liabilities arising out of Customer’s use of any Third Party Integrations or Customer Systems in connection with the Services, including claims arising from unauthorized access, security incidents, or data breaches originating from or through Customer Systems. Tendrel does not guarantee that the Services will incorporate, or continue to incorporate, any particular Third Party Integrations and makes no representations or warranties with respect to any Third Party Integrations or Customer Systems. Customer shall be responsible for procuring any rights necessary to access Third Party Integrations 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.

5. Fees and Payment

5.1 Fees

Customer will pay all fees specified in Order Forms (“Fees”). Unless otherwise set forth on an Order Form, all Fees are due within thirty (30) days of an applicable invoice date. If any invoiced amount is not received by Tendrel within thirty (30) days of the invoice date, then without limiting Tendrel’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.2 Suspension of Services and Acceleration

If any charge owing by Customer under this or any other agreement for Services is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized Tendrel to charge to Customer’s credit card), Tendrel may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. Tendrel will not exercise the foregoing rights if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.3 Taxes

Tendrel’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Tendrel has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Tendrel will invoice Customer and Customer will pay that amount unless Customer provides Tendrel with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Tendrel is solely responsible for taxes assessable against it based on its income, property and employees.

6. Confidential Information

6.1 Confidential Information

From time to time during the Subscription Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as “confidential” or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, “Confidential Information”). Confidential Information of Tendrel includes the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of, reference to, or reliance upon the disclosing party’s Confidential Information.

6.2 Duty

The receiving party shall not use the disclosing party’s Confidential Information except to perform its obligations and exercise its rights hereunder nor shall it disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, contractors, and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder (“Representatives”). The receiving party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (A) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (B) to establish a party’s rights under this Agreement, including to make required court filings.

6.3 Effect of Termination or Expiration

Upon expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement until such Confidential Information is no longer considered a trade secret under applicable law through no wrongful act or omission of the receiving party.

7. Data Security

7.1 Security Measures

Tendrel will implement and maintain commercially reasonable administrative, physical and technical safeguards designed to protect Customer Data from unauthorized access, use, alteration or disclosure. Without limiting the foregoing, Tendrel shall maintain a logically isolated data architecture that segregates Customer Data from the data of Tendrel's other customers within the Services.

7.2 Usage Data

Notwithstanding anything to the contrary in this Agreement, Tendrel may process Usage Data: (i) to manage the relationship with Tendrel; (ii) to carry out Tendrel’s core business operations, such as accounting, audits, tax preparation and for filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Tendrel, Customer, and Tendrel’s other customers; (iv) for identity verification purposes; (v) to monitor, maintain, operate and improve its products and services; and (vi) to comply with applicable laws, rules, and regulations relating to the processing and retention of personal data to which Tendrel is subject.

8. Term; Termination

8.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

8.2 Term of Subscriptions

The term of each subscription shall be as specified in the applicable Order Form (“Subscription Period”). Except as otherwise specified in an Order Form, Subscription Periods will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least sixty (60) days before the end of the relevant Subscription Period.

8.3 Termination

A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.4 Refund or Payment upon Termination

If this Agreement is terminated by Customer in accordance with the “Termination” section above, Tendrel will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Tendrel in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Tendrel for the period prior to the effective date of termination.

8.5 Survival

The following provisions of this Agreement shall survive termination: “Fees and Payment,” “Proprietary Rights and Licenses; Restrictions,” "Confidential Information,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Survival,” and “General Provisions."

9. Indemnification

9.1 Tendrel Indemnification

Tendrel shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding brought by an unaffiliated third party (“Third Party Claim”) against Customer alleging that the Services infringe or misappropriate such third party’s valid intellectual property rights; provided that Customer promptly notifies Tendrel in writing of the claim, cooperates with Tendrel, and allows Tendrel sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Customer agrees to permit Tendrel, at Tendrel’s sole discretion: to (a) modify or replace the Services, or component or part thereof, to make it non-infringing; or (b) obtain the right for Customer to continue use. If Tendrel determines that neither alternative is reasonably commercially available, Tendrel may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Tendrel or authorized by Tendrel in writing; (ii) modifications to the Services not made by Tendrel; (iii) Customer Data; or (iv) Third Party Integrations.

9.2 Customer Indemnification

Customer shall indemnify, hold harmless, and, at Tendrel’s option, defend Tendrel from and against any Losses resulting from any Third Party Claim alleging that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property or other rights and any Third Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Tendrel or authorized by Tendrel in writing; in each case, provided that Customer may not settle any Third Party Claim against Tendrel unless Tendrel consents to such settlement in writing, and further provided that Tendrel will have the right, at its option, to defend itself against any such Third Party Claim or to participate in the defense thereof by counsel of its own choice.

9.3 Sole Remedy

THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND TENDREL’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Representations, Warranties, Exclusive Remedies and Disclaimers

10.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2 Tendrel Warranties

Tendrel warrants that during an applicable Subscription Period (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) Tendrel will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) Tendrel will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections above.

10.3 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND OUTPUT ARE 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. TENDREL MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OUTPUT, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE ACCURATE, COMPLETE, OR ERROR FREE. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES TO GENERATE RECOMMENDATIONS, PREDICTIONS, OR OTHER OUTPUT. SUCH OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR CUSTOMER’S OWN JUDGMENT, PROFESSIONAL ADVICE, OR INDEPENDENT VERIFICATION. TENDREL MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY AI-GENERATED OUTPUT FOR CUSTOMER’S SPECIFIC USE CASE. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT BEFORE RELYING ON IT FOR OPERATIONAL, SAFETY, FINANCIAL, OR OTHER BUSINESS DECISIONS.

11. Limitation of Liability

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, 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 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 REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL TENDREL’S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO TENDREL HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. NOTWITHSTANDING THE FOREGOING, TENDREL SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES OR CLAIMS ARISING FROM OR RELATING TO TRIAL BASIS SERVICES.

12. General Provisions

12.1 Entire Agreement

This Agreement (including all Order Forms) represents the entire agreement between Customer and Tendrel with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Tendrel with respect thereto. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12.2 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) to Tendrel shall be in writing and delivered by hand or by certified mail or overnight delivery service to:

327 Warren Street Brooklyn, NY 11201 With a copy to akash@tendrel.io

Except as otherwise specified in this Agreement, all Notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related Notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

12.3 Modifications and Amendments

Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

12.4 Force Majeure

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; failure, degradation, or outage of third-party services, platforms, or infrastructure on which the Services rely (including cloud hosting, artificial intelligence, and other technology providers); 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.

12.5 Assignment

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) Tendrel may utilize subcontractors in the performance of its obligations hereunder provided that such subcontractors meet the same data security standards as Tendrel to the extent they are receiving access to Customer Data.

12.6 Publicity and Joint Marketing

Customer agrees that Tendrel may use Customer’s name and logo to refer to Customer as a customer of Tendrel on its website and in marketing materials. If specified in an Order Form, Customer agrees to participate in joint marketing activities with Tendrel, which may include: (a) co-authoring or being featured in case studies, success stories, or white papers; (b) providing quotes, testimonials, or reference calls for prospective Tendrel customers; (c) participating in webinars, conference presentations, or other speaking engagements; and (d) co-creating blog posts, social media content, or other marketing materials. All marketing materials referencing Customer by name or using Customer-specific information (other than general inclusion in customer lists) will be subject to Customer’s prior written approval, which will not be unreasonably withheld, conditioned, or delayed. Customer will respond to requests for approval within five (5) business days; failure to respond will be deemed approval.

12.7 Relationship of the Parties

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.

12.8 Severability

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.

12.9 Waiver

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.

12.10 Governing Law; Dispute Resolution

This Agreement shall be construed and interpreted and its performance governed exclusively by the law of New York, New York, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. All disputes arising out of or in connection with this Agreement shall be finally settled under the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The place and venue of the arbitration shall be New York, New York and the language of the arbitration shall be English. Any arbitration award shall be final and binding on the parties from the day it is made. The prevailing party, as determined by the arbitrator, shall be entitled to recover its costs and reasonable attorneys’ fees from the non-prevailing party. Except as may be required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

12.11 Injunctive Relief

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

13. Definitions

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under this Agreement.
  • “Customer Data” means information, data, Output, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services; provided that, for purposes of clarity, Customer Data as defined herein does not include Usage Data.
  • “Documentation” means Tendrel’s end user documentation relating to the Services made available by Tendrel in writing from time to time.
  • “Output” means any data or other results generated from Customer’s use of the Services. For clarity, Output shall not be deemed to include Tendrel IP.
  • “Services” means the Tendrel product(s) and/or service(s) specified in applicable Order Form(s), and as made available to Customer from time to time.
  • "Site" means a single physical location or facility of Customer as identified in an applicable Order Form.
  • “Third Party Integrations” means any third-party products provided with, integrated with, or incorporated into the Services.
  • “Trial Basis Services” means any Services or features thereof made available to Customer on a free, unpaid, demonstration, pre-release, alpha, beta, experimental, pilot, early release, limited release, early access, non-production, evaluation or trial basis.
  • “Tendrel IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Tendrel IP includes Usage Data, and any information, data, or other content derived from Tendrel’s provision of the Services but does not include Customer Data.
  • “Usage Data” means any data and information collected, generated, or processed by Tendrel in connection with the provision, operation, or use of the Services, including without limitation: (i) technical, diagnostic, and telemetry data (such as system logs, performance metrics, error reports, latency data, uptime and availability records, API call volumes, and infrastructure utilization statistics); (ii) usage and activity data (such as feature usage patterns, session data, user interaction data, activity logs, access timestamps, and frequency of use); (iii) device and environment data (such as browser type, operating system, device identifiers, IP addresses, and network configuration data); (iv) data used to identify the source and destination of a communication; and (v) any other metadata or operational data generated through the use of the Services. For the avoidance of doubt, Usage Data does not include Customer Data, but may be derived from or generated in connection with the processing of Customer Data.