Enterprise Terms of Use

Last Updated: April 2, 2026

PLEASE READ THESE ENTERPRISE TERMS OF USE (“ENTERPRISE TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY TENSORZERO, INC. (“TENSORZERO”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH TENSORZERO WHICH REFERENCE THESE ENTERPRISE TERMS (EACH, AN “ORDER FORM”), CLICKING A BOX INDICATING ACCEPTANCE OR OTHERWISE ACCESSING OR USING THE SERVICES (AS DEFINED BELOW) IN ANY MANNER, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE ENTERPRISE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA TENSORZERO’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY TENSORZERO SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER. IN THE EVENT THAT CUSTOMER AND TENSORZERO HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH RESPECT TO THE APPLICABLE SERVICE, SUCH SEPARATE WRITTEN AGREEMENT SHALL GOVERN RATHER THAN THIS AGREEMENT.

1. Order Forms; Access to the Service

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 (including any limitations and restrictions set forth on the applicable Order Form) TensorZero grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the TensorZero product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with TensorZero’s applicable official user documentation for such Service (the “Documentation”).

2. Service Updates; Free Services

From time to time, TensorZero 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 TensorZero shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that TensorZero may make improvements and modifications to the Services at any time in its sole discretion; provided that TensorZero shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes that might adversely impact Customer’s use of the Services. In the event that TensorZero provides Customer with access to beta, free trial, unpaid, evaluation, demonstration, pre-release or similar types of Services (as may be indicated on the Service or otherwise by TensorZero) (collectively, the “Free Services”), Customer acknowledges such Free Services are experimental in nature, are provided “AS IS” and “AS AVAILABLE”, and may not be functional on any machine or in any environment.

3. Ownership; Feedback

As between the parties, TensorZero and its licensors retain 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 TensorZero for the purposes of this Agreement, including any copies, enhancements, modifications improvements or derivatives to any of the foregoing (collectively, the “TensorZero Background IP”). 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. Subject to the terms and conditions hereunder including the payment of all Fees (as defined below), TensorZero hereby assigns to Customer all right, title and interest in and to Customer Output. “Customer Output” means any Customer-specific data or other results generated from Customer’s use of the Services in response to the input of Customer Data (as defined below) but excluding TensorZero Background IP. Customer acknowledges and agrees that Customer Output may bear resemblance to output generated by other users who provide similar input, and Customer’s rights to Customer Output generated based on the input of Customer Data shall not be interpreted to limit the rights of other users or TensorZero in connection with unrelated output, and Customer has no rights to materials that are generated by or made available through the Services which are generally applicable to other users of products or services comparable to the Services, other than for the right and license to the Services provided for in Section 1 to the extent that such materials are provided as a part of the Services. TensorZero shall not be prohibited or enjoined at any time by Customer from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the Services. For purposes of this Agreement, “skills or knowledge of a general nature” includes, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another customer or user of TensorZero’s products or services. Customer may provide suggestions, comments or other feedback to TensorZero with respect to the Service (“Feedback”). Customer hereby grants to TensorZero a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose provided that it does not result in the unauthorized use or disclosure of Customer’s Confidential Information (as defined below) embodied in the Feedback itself.

4. Fees; Payment

Customer shall pay TensorZero fees for the Service as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be 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. 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 TensorZero’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) TensorZero shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at TensorZero then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with Section 9 below), such renewal shall include the additional fees for such excess users and usage.

5. Restrictions

Except as expressly set forth in this Agreement, Customer shall not (and shall not allow 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) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to train any artificial intelligence or machine-learning (“AI/ML”) models or build an application or product that is competitive with any TensorZero product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (viii) bypass any measures TensorZero may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) use the Service in violation of 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); or (x) use the Service in a manner that violates any third party intellectual property or other proprietary rights. Customer shall be responsible for any breach of this Agreement by end users accessing the Service on Customer’s behalf as though such end users were party hereto.

6. Customer Data

“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. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not TensorZero, 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 TensorZero 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). Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that TensorZero may use and modify Customer Data for the purposes of providing the Service to Customer. To the extent that TensorZero processes Personal Data on behalf of Customer in connection with the Service, the Data Processing Addendum available at tensorzero.com/dpa (“DPA”) is hereby incorporated by reference and shall apply. “Personal Data” has the meaning given to it in the DPA. To the extent Customer is a “covered entity” or “business associate” as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), and provides, uploads, submits, or otherwise processes Protected Health Information (as defined under HIPAA) through the Services, Customer shall enter into a Business Associate Agreement (“BAA”) with TensorZero, which shall govern the parties’ respective obligations with respect to such data. Customer is expressly prohibited from providing, uploading, submitting, or otherwise processing any PHI through the Services in the absence of an executed BAA. TensorZero shall have no liability or responsibility for any PHI provided, uploaded, transmitted, or otherwise processed by Customer through the Services in the absence of an executed BAA. Customer shall indemnify, defend, and hold harmless TensorZero and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any PHI provided, uploaded, transmitted, or otherwise processed by Customer through the Services in the absence of an executed BAA.

7. Business Contact Data; Usage Data

TensorZero may process Business Contact Data and Usage Data (as each term is defined in the DPA): (i) to manage the relationship with TensorZero; (ii) to carry out TensorZero’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 TensorZero, Customer or other customers; (iv) for identity verification purposes; and (v) to comply with applicable laws, rules, and regulations relating to the processing and retention of Personal Data to which TensorZero is subject. TensorZero may also process Usage Data to monitor, maintain, and optimize the Services. As between TensorZero and Customer, all right, title, and interest in and to such Usage Data is owned solely and exclusively by TensorZero.

8. Confidentiality

For purposes of this Agreement, “Confidential Information” shall mean to the extent previously, presently or subsequently disclosed by or for either party (the “Disclosing Party”) to the other party (the “Receiving Party”) all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that: (i) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (ii) is rightfully disclosed to the Receiving Party without restriction by a third party; (iii) is or becomes generally known to the public without violation of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form, Documentation and Feedback are TensorZero’s Confidential Information, and the Customer Data is Customer’s Confidential Information. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as necessary to provide the Services to Customer (subject to non-use and non-disclosure confidentiality obligations at least as protective of Customer as those hereunder) or as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party will either return or, at the Disclosing Party’s request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party’s Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures required by law or court order provided that, if permissible pursuant to applicable law, the Receiving Party shall promptly notify the Disclosing Party of any disclosure requirement and provide reasonable assistance to the Disclosing Party in the Disclosing Party’s efforts to prevent and/or limit the disclosure.

9. Third Party Services

Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by TensorZero. TensorZero is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. To the extent that Customer elects to integrate any Third Party Services supported by the express features or functionality of the Services (“Customer Integrated Third Party Services”), Customer is solely responsible for procuring any and all rights necessary for it to access Customer Integrated Third Party Services and for complying with any applicable terms or conditions thereof. TensorZero does not make any representations or warranties with respect to Third Party Services or any third party providers 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.

10. Term; Termination

This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. 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 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, TensorZero may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than five (5) 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 TensorZero’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) TensorZero 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, TensorZero shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) TensorZero shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue promptly following receipt of such notice. Sections 3, 7-8, 11-27, this sentence and any Fees due and payable prior to the effective date of this Agreement’s termination or expiration shall survive this Agreement’s termination or expiration.

11. 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) in the case of Customer as Indemnitor: (A) that the Customer Data or Customer’s use of the Service infringe, violate, or misappropriate any third party intellectual property or proprietary right (such as rights of privacy or publicity) or violates any applicable law, rule or regulation; or (B) would not have occurred but for Customer’s gross negligence, willful misconduct or fraud in connection with this Agreement, or (ii) in the case of TensorZero as Indemnitor that the Services actually infringe, violate, or misappropriate 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 TensorZero 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 TensorZero (including without limitation any Customer Data); (ii) made in whole or in part in accordance to Customer specifications (where the alleged Losses arise from or relate to such specifications); (iii) modified after delivery by TensorZero without TensorZero’s express authorization (where the alleged Losses arise from or relate to such modification); (iv) combined with other products, processes or materials not provided by TensorZero (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. Notwithstanding anything to the contrary in this Agreement, TensorZero shall have no indemnification obligations under this Section 11 for any Free Services.

12. 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. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, TENSORZERO HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, QUALITY OR TRUTHFULNESS OF ANY CUSTOMER OUTPUT, THE SERVICES OR ANY DATA, INFORMATION, OR OTHER MATERIALS CONTAINED THEREIN OR THE RESULTS GENERATED BY THE USE THEREOF, OR THAT ANY OF THE FOREGOING WILL MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY RESULTS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT (I) DUE TO THE NATURE OF THE SERVICES AND AI/ML GENERALLY, CUSTOMER OUTPUT MAY NOT BE ACCURATE, RELIABLE OR SUITABLE FOR CUSTOMER’S REQUIREMENTS; AND (II) CUSTOMER’S USE OF CUSTOMER OUTPUT IS AT CUSTOMER’S SOLE RISK AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND SUITABILITY OF CUSTOMER OUTPUT BEFORE USE IN ANY MANNER.

13. Limitation of Liability

EXCEPT FOR THE CUSTOMER’S INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 8, 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 SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO TENSORZERO HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER; OR (III) FOR ANY DIRECT DAMAGES WITH RESPECT TO FREE SERVICES IN EXCESS OF (IN THE AGGREGATE) FIVE HUNDRED DOLLARS ($500).

14. Entire Agreement

This Agreement, including any agreements and addenda hereto, represents the entire agreement between Customer and TensorZero with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and TensorZero 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: (i) the Enterprise Terms; (ii) the DPA; (iii) the applicable Order Form; and (iv) 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.

15. Export Regulation

The Services may utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

16. US Government Rights

Each of the Documentation and the software components that constitute the Services are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

17. Notices

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

TensorZero, Inc.
169 Madison Ave, Ste 2710
New York, NY 10016

Except as otherwise specified in this Agreement, all Notices related to this Agreement will be in writing and will be effective upon: (i) personal delivery; (ii) the second business day after mailing; or (iii), 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.

18. 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; provided, however, that with respect to any Experimental Services, TensorZero may amend or modify this Agreement by posting a new version of this Agreement on the Services and providing notice to Customer via email or by some other reasonable means.

19. 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; 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.

20. 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) TensorZero may utilize subcontractors in the performance of its obligations hereunder.

21. Publicity

Customer agrees that TensorZero may use Customer’s name and logo to refer to Customer as a customer of TensorZero on its website and in marketing materials.

22. 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.

23. 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.

24. 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.

25. Dispute Resolution and Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York, New York. The arbitration will proceed in the English language, in accordance with 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 Rules will govern payment of all arbitration fees. Customer must include (i) its name and residence address, (ii) the email address and/or telephone number associated with its account, and (iii) a clear statement that it wants to opt out of this arbitration agreement. THE PARTIES WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

26. 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.

27. Exclusive Venue

In the event the arbitration agreement does not apply, the parties agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New York County or the federal district in which that county falls.

28. Contact Information

If you have any questions about this Agreement, please contact us at hello@tensorzero.com. Please also review our Privacy Policy for information about how we collect, use, and disclose your personal data.