DEFINITIONS
1.1 "Client Data" means all data entered into the Services by Client or accessed from Client's Third Party Software, including personal data of Users. It excludes Tenkie's proprietary information and any anonymized and aggregated data per Section 6(c).
1.2 "Confidential Information" means any disclosed information a reasonable person would deem confidential, including business plans, customer data, technical processes, or pricing. This does not include publicly known information or independently developed data.
1.3 "Discloser" and "Recipient" refer to the Party disclosing or receiving Confidential Information.
1.4 "Intellectual Property Rights" includes all forms of legal protection for inventions, software, branding, and trade secrets.
1.5 "Services" refers to Tenkie's proprietary software and services accessible online by Client under a Service Order.
1.6 "Software" refers to any Tenkie proprietary application provided as part of the Services.
1.7 "Service Order" is the binding document detailing the specific services and terms agreed between the Parties.
1.8 "User(s)" means Client-authorized individuals who access the Services.
1.9 "Third Party Software" means software not developed by Tenkie that integrates with the Services.
LICENSE AND RESTRICTIONS
2.1 Tenkie grants Client a limited, non-exclusive, non-transferable license to use the Services during the Term for internal business purposes.
2.2 Client may not reverse engineer, sublicense, misuse, or access the Services for competitive purposes.
2.3 If acting on behalf of third parties, Client must ensure proper authorization and notify Tenkie of any changes.
2.4 Client is responsible for User activity and account security.
2.5 All Services must be documented in a Service Order.
SUPPORT
Tenkie will provide reasonable support to assist Client, subject to payment and compliance.
FEES
Client agrees to pay all undisputed fees per the Service Order. Late payments may incur interest. Tenkie may increase fees annually based on CPI.
TERM AND TERMINATION
5.1 This Agreement is effective upon execution and remains in force unless terminated per Section 5.
5.2 Either Party may terminate for material breach or insolvency.
5.3 Upon termination, access to Services ceases and unpaid fees are due. Refunds apply for prepaid unused Services if Tenkie breaches.
CLIENT DATA
Client owns all rights to Client Data. Tenkie may use it only to operate the Services, improve internal processes, and in anonymized form for benchmarking or analytics.
TENKIE INTELLECTUAL PROPERTY
Tenkie owns all rights to its Software, Services, and improvements, including anonymized aggregated data.
CONFIDENTIALITY
Both Parties agree to protect Confidential Information with reasonable care and disclose it only on a need-to-know basis.
WARRANTIES
Client represents it has authority to enter this Agreement, complies with laws, and owns Client Data. Tenkie disclaims all warranties not expressly provided.
LIMITATION OF LIABILITY
Tenkie is not liable for indirect or consequential damages. Tenkie's total liability is capped at fees paid by Client in the prior three months.
INDEMNIFICATION
Client agrees to indemnify Tenkie for third-party claims arising from Client Data, misuse, or breaches.
ARBITRATION AND WAIVER
All disputes will be resolved by binding arbitration under Delaware law. Class actions and jury trials are waived.
GENERAL
13.1 Electronic signatures are valid.
13.2 Tenkie may modify terms with notice. Continued use implies acceptance.
13.3 Delaware law governs. Disputes are heard in Salt Lake City, Utah courts unless arbitrated.
13.4 Neither Party may assign without consent, except Tenkie may assign in a change of control.
13.5 This Agreement is the entire agreement.
13.6 Severability applies to invalid provisions.
13.7 No waiver is valid unless in writing.
13.8 Force majeure excuses performance.
13.9 The Parties are independent contractors.
13.10 Sections intended to survive will do so.
13.11 Notices must be sent to the addresses provided in the Service Order.
13.12 Client will comply with U.S. export laws and not use the Services in embargoed countries or by prohibited persons.
Contact Information
If you have any questions about these Terms, contact Tenkie at admin@tenkie.ai.