End User License Agreement
This End User License Agreement (this “Agreement”) is between Tandm Systems OÜ, carrying on business as “Tandm”, an Estonian private limited company whose principal place of business is Tallinn, Narva mnt 5, 10117, Estonia (“Tandm”) and the individual(s) or entities using the Tandm Software (“End User”, and together with Tandm, the “Parties”). This Agreement is effective as of the date End User begins using the Tandm Software.
End User hereby acknowledges that it is an authorized user under an organization that is responsible for provisioning and managing End User access to the Tandm Software (the “Customer”). End User acknowledges that Customer may access, use, manage, export, or delete data and Outputs associated with End User’s use of the Tandm Software under the Customer account, subject to applicable law and Customer policies.
THE END USER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.
1. DEFINITIONS.
The following capitalized terms will have the following meanings in this Agreement:
1.1 “AI” means artificial intelligence, an engineered computational system that, for explicit or implicit objectives, infers from inputs it receives how to generate Outputs such as content, decisions, predictions, analyses, or recommendations based on probabilistic reasoning and statistical analysis.
1.2 “API” means application programming interface.
1.3 "Document Data” means document data and/or text, collected, processed, and/or stored through the Tandm Software by the End User.
1.4 “End User Data” means data and information collected, processed, and/or stored on the Tandm Software specific to the End User as a result of its interaction with the Tandm Software.
1.5 “Documentation” means any proprietary materials, documents, or other information that Tandm provides or makes available to the End User relating to the use of the Tandm Software.
1.6 “LLM” means a large language model, which is a type of AI algorithm that uses deep learning techniques and massively large data sets to understand, summarize, generate and predict new content.
1.7 “Output” means the AI-generated textual content or response to an End User’s prompt, submission, or direction via the Tandm Software.
1.8 “Personal Data” means any information about an identifiable individual, as defined under PIPEDA and applicable provincial privacy legislation, including but not limited to: (a) information relating to an identified or identifiable natural person; (b) information that can be used to identify, directly or indirectly, a natural person by reference to an identifier such as a name, identification number, location data, online identifier, or factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person; and (c) any other information that constitutes "personal information" under applicable Canadian privacy laws.
1.9 “Privacy/Security Laws” means any applicable privacy and security laws and/or regulations governing Tandm’s handling of Personal Data for the Customer, which may include, where applicable and to the extent required by the nature of the services provided, the Personal Information Protection and Electronic Documents Act (PIPEDA) and its regulations and any other applicable federal or provincial privacy legislation in Canada, in each case only to the extent such laws directly govern the specific Personal Data processing activities performed by Tandm under this Agreement.
1.10 “Tandm Software” means Tandm’s AI software-as-a-service application that allows End Users to access certain features and functions through a web interface, API, or other application.
1.11 “Third-Party LLM” means any Third-Party LLM used by Tandm to process End User Data to generate Output in the Tandm Software for the End User.
2. TANDM SOFTWARE.
2.1 License Grant to Access and Use the Tandm Software.
End User acknowledges that access to the Tandm Software is provided to End User by, through, or at the direction of the Customer. End User’s right to access and use the Tandm Software is conditioned on and limited by (i) Customer’s authorization, (ii) Customer’s account remaining active and in good standing, and (iii) compliance with this Agreement and any applicable Customer policies. End User’s access may be suspended or terminated if Customer’s access is suspended or terminated, or if Customer withdraws End User’s authorization. End User is not permitted to sublicense the Tandm Software or any of its components to any third party without the express written consent of Tandm.
2.2 Software Updates.
Tandm may install on its servers any software updates deemed reasonably necessary to address errors, bugs, or other performance issues in the Tandm Software.
2.3 Feature Revisions.
Tandm may revise Tandm Software features and functions at any time, including without limitation by removing such features and functions.
2.4 Documentation.
End User may reproduce and use the Documentation solely as necessary to support their use of the Tandm Software.
2.5 Suspension for Misuse.
Tandm reserves the right (in addition to any other rights or remedies Tandm may have) to suspend all End User access to the Tandm Software for any breaches of this Agreement or other misuse of the Tandm Software.
3. DATA, SECURITY & PRIVACY.
3.1 Processing of End User Data.
(a) Generally. Tandm will process End User Data as needed to provide the Tandm Software, including sending Document Data to Third-Party LLMs to generate Output; however, in no event will Tandm share End User Data with other users or third parties for any purposes except those provided in this Agreement.
(b) Data Processing by Third-Party LLMs. End User understands, acknowledges, and consents to the following:
(i) Data Transmission and Retrieval. Tandm will transmit End User Data (particularly End User Data and Document Data) to its Third-Party LLM in order to generate Outputs, and will retrieve Outputs from the LLMs to provide to the End User; all such transmitted and retrieved End User Data will be encrypted in transit according to industry standard encryption protocols.
(ii) Data Protection by LLMs. Tandm will only transmit End User Data as needed to Third-Party LLMs to deliver the Tandm Software’s necessary functionality to the End User. In each case, Tandm has executed or will execute a data processing agreement with those Third-Party LLMs to ensure they are responsible for processing End User Data in compliance with Privacy/Security Laws.
(iii) No Third-Party LLM Model Training. End User Data transmitted by Tandm to Third-Party LLMs is not used to train the AI models of those Third-Party LLMs. Tandm has opted out of all available options to do so, as applicable, for each Third-Party LLM.
(c) Internal Data Processing. End User understands, acknowledges, and consents to the following:
(i) General Data Processing. Tandm only collects, processes, stores, or otherwise uses End User Data as necessary to perform the features and functions of the Tandm Software, or perform other activities specifically requested or authorized by End Users. For example, Tandm collects and processes Feedback voluntarily provided by End Users to optimize product features for that user according to their Feedback, or to address any performance issues associated with such Feedback.
(ii) Analytics Data. Tandm collects and analyzes non-identifying analytics data, such as quantitative usage metrics (e.g. monitoring clicks on a new feature) and other statistical information, relating to the End User’s use and performance of various aspects of the Tandm Software, and analyzes such data to improve and enhance the Tandm Software, as well as to diagnose and correct issues associated with the Tandm Software.
(iii) Improving Product Features. Tandm may process End User Data to directly improve the quality of (and/or customize the experience of) the End User’s available product features on the Tandm Software, including to calibrate its internal AI models for general product improvement or End User-specific personalization. Tandm will, by default, collect and process End User Data to customize each End User’s experience according to how it interacts with the Tandm Software (including the input it provides, such as prompts or document sections, the Outputs it receives in response, and the Feedback it gives). For the data processing activities under this Section 3.1(c)(iii), all applicable End User Data is de-identified upon collection using industry standard protocols. The End User may request to opt out of Tandm’s collection and use of End User Data for improving Tandm’s product features for its End Users; however, if the End User opts out of any particular collection or use of End User Data, End User acknowledges that it will experience reduced feature availability, functionality or specificity as a result.
3.2 Data Ownership.
(a) All Document Data, inputs, and Outputs created, submitted, or generated by End User in connection with End User’s use of the Tandm Software under the Customer’s account are owned by Customer, under the applicable terms of service, master agreement, or order between Tandm and Customer. End User is granted a limited, revocable right to access and use Outputs solely as permitted by Customer. End User grants to Tandm a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display End User Data solely for the purpose of providing the services of the Tandm Software to End User on the terms of this Agreement.
(b) Notwithstanding the foregoing, Tandm may use End User Data to compile, use, and disclose anonymous, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify End User (the “Derived Data”). Tandm will own all right, title, and interest in all of the Derived Data and all resulting Tandm products or services incorporating the Derived Data.
3.3 Tandm’s Data Security.
(a) Tandm maintains reasonable administrative, technical, and physical safeguards to protect all End User Data (including Personal Data) processed, stored, collected or transmitted by Tandm. Further, a copy of Tandm’s current security policy is available upon request.
(b) Tandm exercises diligent efforts to prevent unauthorized disclosure or exposure of End User Data. Accordingly, Tandm will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of End User Data.
(c) Regardless of its data security protocols, Tandm will have no responsibility or liability for (i) the accuracy of End User Data uploaded to the Tandm Software by End User, or (ii) End User’s usage of, or reliance on, Outputs.
(d) Notwithstanding anything else in this Section 3, Tandm may be compelled to disclose End User Data as required by applicable law or by proper legal or governmental authority. In such cases, Tandm will give End User prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with End User in any effort to seek a protective order or otherwise to contest such required disclosure.
(e) Tandm complies with all Privacy/Security Laws that are applicable both specifically to Tandm and generally to data processors in the jurisdictions in which Tandm does business, along with those applying to the End User’s Personal Data.
4. END USER’S RESPONSIBILITIES & RESTRICTIONS.
4.1 Acceptable Use.
(a) End User will not:
(i) use the Tandm Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Tandm Software;
(ii) provide Tandm Software passwords or other log-in information to any third party;
(iii) share non-public Tandm Software features or content with any third party;
(iv) attempt to circumvent or disable any security features or functionality associated with the Tandm Software;
(v) access the Tandm Software in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Tandm Software, or to copy any ideas, features, functions or graphics of the Tandm Software;
(vi) engage in web scraping or data scraping on or related to the Tandm Software, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; or
(vii) upload, transmit, or otherwise introduce any viruses, malware, ransomware, trojans, worms, logic bombs, or other malicious or harmful code, or any material that is designed to interrupt, destroy, or limit the functionality of the Tandm Software or any computer software, hardware, or telecommunications equipment.
(b) In the event that Tandm suspects any breach of Section 4.1(a), Tandm may suspend End User’s access to the Tandm Software without advance notice, in addition to such other remedies as Tandm may have.
4.2 Unauthorized Access.
End User will take reasonable steps to prevent unauthorized access to the Tandm Software, including without limitation by protecting its passwords and other log-in information. End User will notify Tandm immediately of any known or suspected unauthorized use of the Tandm Software or breach of its security and will use best efforts to stop said breach.
4.3 Compliance with Laws.
In its use of the Tandm Software, End User will comply with all applicable laws, including without limitation Privacy/Security Laws.
4.4 Tandm Software Access.
End User is responsible and liable for: (a) their use of the Tandm Software, including without limitation unauthorized conduct and any conduct that would violate the requirements of this Agreement; and (b) any use of the Tandm Software through End User’s account, whether authorized or unauthorized.
4.5 End User Rights and Consents.
End User confirms that it has and will maintain throughout the term of this Agreement all necessary rights, consents and authorizations to provide the End User Data to Tandm and to authorize Tandm to use, disclose, or otherwise process that End User Data through the Tandm Software as contemplated by this Agreement.
5. IP & FEEDBACK.
5.1 IP Rights to the Tandm Software.
Tandm retains all right, title, and interest in and to the Tandm Software, including without limitation all intellectual property rights in (i) the software used to provide the Tandm Software, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the Tandm Software. This Agreement does not grant End User any intellectual property license or rights in or to the Tandm Software or any of its components, except to the limited extent that such rights are necessary for End User’s use of the Tandm Software as specifically authorized by this Agreement.
5.2 Feedback.
(a) Tandm has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of Tandm’s products or services that End User gives Tandm (“Feedback”).
(b) Nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict Tandm’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting End User; for greater certainty, Feedback will not be considered in any way to be End User’s trade secret.
6. USE DISCLAIMERS.
6.1
END USER ACCEPTS THE TANDM SOFTWARE “AS IS,” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
6.2
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(a) TANDM DOES NOT REPRESENT OR WARRANT THAT THE TANDM SOFTWARE WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE END USER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;
(b) WHILE MAINTAINING REASONABLE DATA SECURITY MEASURES AS PER SECTION 3.3, TANDM CANNOT GUARANTEE THAT THE TANDM SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT END USER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;
(c) TANDM DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE TANDM SOFTWARE WILL BE SATISFACTORY IN ANY WAY TO END USER (ESPECIALLY IF END USER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES NOT RECOGNIZED, OR THAT IS NOT TEXT IN CONTENT); AND
(d) TANDM HAS NO CONTROL OVER THE OPERATION OF THE THIRD-PARTY LLMS IT ACCESSES AS PART OF ITS PROCESSING ACTIVITIES, THE OUTPUTS THEY GENERATE, OR THE CONTINUED AVAILABILITY OF ANY THIRD-PARTY LLMS.
6.3
THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON END USER PROMPTS AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL PROFESSIONAL ADVICE. END USER WILL NOT RELY ON ANY OUTPUT OF THE TANDM SOFTWARE WITHOUT SEEKING THE ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A QUALIFIED PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. TANDM EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF END USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH END USER’S USE OF THE TANDM SOFTWARE. TANDM’S PROVISION OF THE TANDM SOFTWARE, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. END USER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL PROFESSIONAL ADVICE.
6.4
END USER UNDERSTANDS THAT IT IS ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON ITS USE OF THE TANDM SOFTWARE, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY AI (INCLUDING THIRD-PARTY LLMS) IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.
7. BETA FEATURES.
7.1
The terms in this Section 7 apply to any use of the Tandm Software involving product features, product functionality, or other services that Tandm makes available to End User and that are not generally made available to Tandm customers and/or are designated as “beta”, “pilot”, “preview”, “early access”, “test”, or any similar designations (“Beta Features”).
7.2 The following applies to the End User’s voluntary use of Beta Features:
(a) Tandm reserves the right to discontinue or modify its provision of any Beta Features at any time, with or without notice to the End User; and
(b) End User agrees that any suggestions, recommendations, or Feedback provided regarding Beta Features may be used by Tandm for any purpose, without any obligation to the End User.
8. MISCELLANEOUS.
8.1 Severability.
To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
8.2 Choice of Law & Jurisdiction.
This Agreement and all claims arising out of or related to this Agreement will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties. The Parties consent to the personal and exclusive jurisdiction of the courts of Ontario. This Section 8.2 governs all claims arising out of or related to this Agreement.
8.3 Entire Agreement.
This Agreement sets forth the entire agreement of the Parties regarding End User’s use of the Tandm Software.