Terms & Conditions

Last Updated: February 27, 2026 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS. 

These Terms of Service (the “Terms”) constitute an agreement by and 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 corporation, LLC, partnership, sole proprietorship, or other business entity executing these Terms (“Customer”), each a “Party” and collectively the “Parties”.  

These Terms are effective as of the date Customer or its authorized representative clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of, and Tandm’s provision of, the Tandm Software (as defined below in Section 1.16) are both governed by these Terms. 

THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. 

1. DEFINITIONS.

The following capitalized terms will have the following meanings in these Terms:

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 “Customer Data” means data and information that is collected, processed, and/or stored on the Tandm Software specific to the Customer or its End Users as a result of their interaction with the Tandm Software, including Inputs, Document Data, Outputs, and other Feedback provided within the Tandm Software. 

1.4 “Document Data” means document data and/or text, including contracts and related documents, that are collected, processed, and/or stored through the Tandm Software by Customer or its End Users. 

1.5 “Documentation” means any proprietary materials, documents, or other information that Tandm provides or makes available to Customer relating to the use of the Tandm Software. 

1.6 “Initial Term” has the meaning in Section 11.1. 

1.7 “Input” means any End User prompt (or other data or information of any nature) provided, uploaded, or submitted to the Tandm Software which, in whole or in part, is used or relied upon by the Tandm Software for processing and the related generation of Output by Third-Party LLMs. 

1.8 “LLM” means a large language model, a type of AI algorithm that uses deep learning techniques and massively large data sets to understand, summarize, generate, and predict new content. 

1.9 “Maintenance” means error corrections or updates to the Tandm Software by Tandm, including all releases of the Tandm Software that correct faults, add or enhance functionality, or otherwise amend or upgrade the Tandm Software. 

1.10 “Order” means an order, referencing these Terms, subscribing to access to the Tandm Software and certain specified product features and services. 

1.11 “Order Date” means the order date specified on the initial Order for the Tandm Software. 

1.12 “Output” means the AI-generated textual content or response to Inputs, submissions, or other directions via the Tandm Software. 

1.13 “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. 

1.14 “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. 

1.15 “Renewal Term” has the meaning in Section 11.1. 

1.16 “Tandm Software” means Tandm’s AI software-as-a-service application identified and described in any Order that allows Customers to access certain features and functions through a web interface, API, or other application. 

1.17 "Third-Party LLM" means any Third-Party LLM used by Tandm to Process Customer Data to generate Output in the Tandm Software for the Customer and its End Users.  

1.18 “End User” means any individual who uses the Tandm Software on Customer’s behalf or through Customer’s account or passwords. 

2. TANDM SOFTWARE.
2.1 Authorization to Access and Use the Tandm Software.

(a) Commencing on the Effective Date, Tandm will make the Tandm Software available for Customer’s access within the use limitations set forth in any Order, all under these Terms. All Orders are deemed incorporated by reference into these Terms.

(b) Subject to the terms and conditions of these Terms, Tandm (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the Tandm Software, and (ii) authorizes the Customer to permit its End Users to use the Tandm Software solely for the Customer’s internal business purposes.

(c) Subject to the terms and conditions of these Terms, the Customer is permitted to grant access to its affiliated companies and assign End Users from its affiliated companies under the Customer’s account.

2.2 Support and Updates.

Tandm will (a) provide Maintenance and support for the use of the Tandm Software to Customer, and (b) keep the Tandm Software operational and available to Customer at all times, including installing on its servers any software updates deemed reasonably necessary to address errors, bugs, or other performance issues in the Tandm Software.

2.3 Documentation.

Customer may reproduce and use the Documentation solely as necessary to support End Users’ use of the Tandm Software.

2.4 Feature Revisions.

Tandm may revise Tandm Software features and functions at any time, including without limitation by removing such features and functions, as long as such revisions do not materially degrade the Tandm Software as set forth in the applicable Order. Tandm will use commercially reasonable efforts to provide Customer with advance notice of material feature removals where practicable.

3. FEES & PAYMENT.
3.1 Fees.

(a) Customer will pay Tandm the fees stipulated in each Order (the “Fees”) for the Tandm Software. To assist with invoicing and payment, Customer will maintain complete, accurate and up-to-date billing and contact information at all times.

(b) For late payment, Customer will pay interest charges from the time the payment was due at the rate that is the lower of 2% per month or the highest rate permissible under applicable law.

3.2 Suspension for Non-Payment.

Tandm reserves the right (in addition to any other rights or remedies Tandm may have) to suspend all Customer access to the Tandm Software if any Fees are overdue by 30 days or more, until such amounts are paid in full.

3.3 Taxes.

Fees are exclusive of any applicable sales taxes, duties, tariffs, or other amounts attributable to Customer’s execution of these Terms or use of the Tandm Software (collectively, “Sales Taxes”). Customer will be solely responsible for the payment of any applicable Sales Taxes.

4. DATA, SECURITY & PRIVACY.
4.1 Processing of Customer Data.

(a) Generally. Customer authorizes Tandm to process Customer Data as required to provide the Tandm Software and the features specified in any Order, including sending Document Data to Third-Party LLMs to generate Output; however, in no event will Tandm share Customer Data with other Tandm customers or third parties for any purposes except those provided in these Terms.

(b) Data Processing by Third-Party LLMs. Customer understands, acknowledges, and consents to the following:

  • (i) Data Transmission and Retrieval. Tandm will transmit Customer Data (particularly Document Data and Inputs) to its Third-Party LLMs in order to generate Output and will retrieve Output from the Third-Party LLMs to provide to the Customer; all such transmitted and retrieved Customer Data will be encrypted in transit according to industry standard encryption protocols.

  • (ii)Data Protection by Third-Party LLMs. Tandm will only transmit Customer Data to Third-Party LLMs as required to perform the service set out in the Customer’s Order(s). In each case, Tandm has executed or will execute a data processing agreement with the applicable Third-Party LLMs to ensure they are responsible for Processing Customer Data in compliance with Privacy/Security Laws.

  • (iii) No Third-Party LLM Model Training. Customer 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 (and will opt out of) all available options to do so, as applicable, for each Third-Party LLM.

(c) Internal Data Processing. Customer understands, acknowledges, and consents to the following:

  • (i) General Data Processing. Tandm will only collect, process, store, or otherwise use Customer Data: (A) as expressly contemplated by these Terms; (B) as necessary to provide and maintain the features and functions of the Tandm Software that the Customer has purchased in an Order; and (C) to perform other specific activities that have been expressly requested or authorized by its End Users. In all cases, Customer Data stored and processed for a Customer and its End Users will not be visible or accessible to other Tandm customers or other third parties (except for Tandm’s listed data subprocessors for specified purposes as per Section 4.3(a) below).

  • (ii) Usage Data. Tandm collects certain technical and analytics data and information from its End Users (“Usage Data”), solely to improve service delivery and platform performance. Usage Data includes End User analytics and quantitative usage metrics (e.g. feature interaction statistics) and other statistical information about Customer’s use of the Tandm Software. Tandm uses Usage Data to (A) enhance service delivery under an Order, (B) analyze feature adoption and usage patterns, and (C) diagnose, troubleshoot, and resolve technical issues affecting Customer’s use of the Tandm Software.

  • (iii) Optimizing Customer Experience. To enhance Customer’s experience, Tandm may process Customer Data to improve the quality of the Customer’s available product features, including to calibrate its internal systems for End User-specific personalization based on the End User’s indicated preferences and interactions within the Tandm Software. For these purposes, Tandm implements industry standard de-identification protocols immediately upon data collection and before any processing occurs. Further, Customer Data used for End User personalization remains specific to the Customer and is not used to train or improve services for other customers.

4.2 Data Ownership.

(a) As between the Parties, the Customer owns: (i) all Customer Data uploaded by Customer or its End Users to the Tandm Software; and (ii) all Outputs. For clarity, Outputs generated by End Users using Customer’s account are Customer Data and are owned by Customer as between the Parties.

(b) Tandm will treat Customer Data as Confidential Information under Article 7, and will not disclose Customer Data to any other customers or third parties, other than (i) to its data subprocessors as necessary to provide the services stipulated in any Order, or (ii) to its employees and authorized contractors as per the obligations of Article 7.

(c) Customer grants to Tandm a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display Customer Data solely for the purpose of providing the services of the Tandm Software to Customer on the terms of any Order.

(d) For clarity, Tandm may derive anonymous data and statistics from Customer Data (“Derived Data”) and may compile, aggregate, use, and disclose such Derived Data for its own legitimate business purposes, provided that no Derived Data will identify (and cannot reasonably be used or reverse-engineered to identify or attribute to) Customer, its End Users, or other third parties associated with Customer Data. Tandm will own all right, title, and interest in the Derived Data and any resulting Tandm products or services incorporating the Derived Data.

4.3 Tandm’s Data Security.

(a) Tandm maintains industry standard administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by Tandm. Tandm maintains a data security trust center available at http://tandm.io/trust, which (i) sets out all of Tandm’s data security protocols, (ii) provides information on the data processing commitments of the LLMs used by Tandm, and (iii) provides a list of Tandm’s data subprocessors and related processing purposes.

(b) Tandm exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, Tandm will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) is designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Data.

(c) Regardless of its data security protocols, Tandm will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the Tandm Software by Customer and its End Users, or (ii) Customer’s usage of, or reliance on, Outputs.

(d) Notwithstanding anything else in this Article 4, Tandm may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, Tandm will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer 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.

4.4 Customer’s Personal Data.

(a) Tandm collects and uses categories of Personal Data from the Customer and its End Users that are required to administer Customer’s Tandm account, including payment records and credit cards. Otherwise, Tandm only collects and uses Personal Data as necessary to provide the services contemplated in an Order, or as otherwise expressly consented to by Customer.

(b) Customer acknowledges that Tandm’s management of Customer’s Personal Data is governed by its privacy policy available online, and Customer recognizes and agrees that nothing in these Terms restricts Tandm’s right to alter its privacy policy as required by Tandm or by Privacy/Security Laws.

(c) As part of administering the Customer’s account, Tandm may disclose Personal Data to certain subprocessors when necessary, and these subprocessors (and their purposes) are identified in Tandm’s data security trust center at http://tandm.io/trust.

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS. 
5.1 Acceptable Use.  

(a) Customer 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) share non-public Tandm Software features or content with any third party;  

  • (iii) attempt to circumvent or disable any security features or functionality associated with the Tandm Software; 

  • (iv) 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;   

  • (v) 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 

  • (vi) 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 the requirements of Section 5.1(a), including without limitation by End Users, Tandm may suspend Customer’s access to the Tandm Software without advance notice, in addition to such other remedies as Tandm may have.  

5.2 Unauthorized Access.

Customer will take reasonable steps to prevent unauthorized access to the Tandm Software, including without limitation by protecting its passwords and other log-in information. Customer 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. 

5.3 Compliance with Laws.

In its use of the Tandm Software, Customer will comply with all applicable laws, including without limitation Privacy/Security laws. 

5.4 End Users & Tandm Software Access.

Customer is responsible and liable for: (a) End Users’ use of the Tandm Software, including without limitation unauthorized End User conduct and any End User conduct that would violate the requirements of these Terms applicable to Customer; and (b) any use of the Tandm Software through Customer’s account, whether authorized or unauthorized. 

5.5 Customer Rights and Consents.

Customer confirms that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Data to Tandm and to authorize Tandm to use, disclose, or otherwise process that Customer Data through the Tandm Software as contemplated by these Terms. 

5.6 Marketing and Promotion.

Unless Customer provides written notice to Tandm declining such use, Customer will allow Tandm to use the name and logo of Customer in its marketing and promotional activities, including being posted on Tandm’s web site, on social media, and in its marketing and advertising materials. Customer may revoke this permission at any time by providing written notice to Tandm, and Tandm will cease such use within thirty (30) days of receiving such notice. 

6. IP & FEEDBACK.  
6.1 IP Rights to the Tandm Software.  

(a) 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, End User interfaces, logos, and trademarks reproduced through the Tandm Software.  

(b) Customer shall not, and shall not permit any third party to, copy, modify, create derivative works of, reverse engineer, decompile, or otherwise attempt to discover the source code of, the Tandm Software. 

(c) These Terms shall not grant Customer 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 Customer’s use of the Tandm Software as specifically authorized by these Terms. Customer recognizes that the Tandm Software and its components are protected by copyright and other laws. 

6.2 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 Customer or End Users give Tandm (“Feedback”).  

(b) Nothing in these Terms or in the Parties’ dealings arising out of or related to these Terms will restrict Tandm’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer; for greater certainty, Feedback will not be considered in any way to be Customer’s trade secret. 

7. CONFIDENTIAL INFORMATION.  
7.1 Scope of Confidential Information. 

(a) For the purposes of this Section 7, “Confidential Information” refers to the following items either Party (the “Discloser”) discloses to the other Party (the “Recipient”): (i) any document the Discloser marks “confidential” or designates as “confidential” at the time of its disclosure; (ii) the Documentation, whether or not marked or designated confidential; (iii) any other non-public, sensitive information the Discloser should reasonably consider a trade secret or otherwise confidential; and (iv) Customer Data. 

(b) Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by the Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; (iv) is approved by Discloser in writing for release by Recipient; or (v) is Feedback from the Customer. 

7.2 Non-Disclosure.  

(a) Recipient will not use Confidential Information for any purpose other than as specified and agreed by the Discloser at the time of disclosure (the “Purpose”).  

(b) Recipient: (i) will not disclose Confidential Information of the Discloser to any of its employees or contractors, unless such person needs access in order to facilitate the Purpose and also understands the Confidential Information comes with obligations of confidentiality; and (ii) will not disclose Confidential Information to any other third party without Discloser’s prior written consent.  

(c) Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention.  

7.3 Compelled Disclosure.

Notwithstanding Section 7.2, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances. Recipient will give Discloser prompt notice of any such legal or governmental demand, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense. 

7.4 Termination & Return.

With respect to each item of Confidential Information, the obligations of Section 7.2 above (Non-Disclosure) will continue so long as such information remains Confidential Information or subject to trade secret protection pursuant to applicable law, including after these Terms expire or are terminated for any reason. Upon termination of these Terms, Recipient will, upon request, return or destroy Discloser’s Confidential Information in its possession or control. 

7.5 Equitable Relief.

Recipient agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to Discloser; and (c) accordingly, the Discloser may seek a remedy of injunctive relief for any such breach. Recipient waives any opposition to the seeking of such injunctive relief. This Section 7.5 does not limit either Party’s right to injunctive relief for breaches not listed. 

7.6 Retention of Rights.

These Terms do not transfer ownership of Confidential Information or grant a license to it. Discloser will retain all right, title, and interest in and to all Confidential Information. 

8. REPRESENTATIONS & WARRANTIES.  
8.1 From Tandm.  

(a) Tandm represents and warrants that it is the owner of the Tandm Software (and every component of it), or alternatively the recipient of a valid license to it, and that it has and will maintain the full power and authority to grant the rights to use the Tandm Software set forth in these Terms without the further consent of any third party.  

(b) In case of breach of its warranty in Section 8.1(a), Tandm, at its own expense, will promptly: 

  • (i) secure for Customer the right to continue using the Tandm Software;  

  • (ii) replace or modify the Tandm Software to make it non-infringing; or  

  • (iii) if such remedies are not commercially practical in Tandm’s reasonable opinion, terminate these Terms and refund the Fees paid for the Tandm Software for every month remaining in the then-current Term following the date after which Customer access to the Tandm Software ceases as a result of such breach of warranty.  

(c) If Tandm exercises its rights pursuant to Section 8.1(b) above, Customer will promptly cease all use of the Tandm Software and all reproduction and use of the Documentation and erase all copies in its possession or control. 

8.2 From Customer.

Customer represents and warrants that:  

(a) it has the full right and authority to enter into, execute, and perform its obligations under these Terms;  

(b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Tandm Software; and  

(c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law. 

8.3 Disclaimers.  

(a) Except to the extent set forth in Tandm’s warranty in Section 8.1 above, CUSTOMER 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.  

(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:  

  • (i) TANDM DOES NOT REPRESENT OR WARRANT THAT THE TANDM SOFTWARE WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;  

  • (ii) WHILE MAINTAINING INDUSTRY STANDARD DATA SECURITY MEASURES AS PER SECTION 4.2, TANDM CANNOT GUARANTEE THAT THE TANDM SOFTWARE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER USAGE DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;  

  • (iii) TANDM DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE TANDM SOFTWARE WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER (ESPECIALLY IF CUSTOMER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES NOT RECOGNIZED, OR THAT IS NOT TEXT IN CONTENT); 

  • (iv) 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; AND 

(c) THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON CUSTOMER PROMPTS AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL PROFESSIONAL ADVICE. CUSTOMER WILL NOT RELY ON ANY OUTPUT OF THE TANDM SOFTWARE WITHOUT SEEKING THE ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A DULY QUALIFIED PROFESSIONAL IN THE APPLICABLE SUBJECT MATTER. TANDM EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR END USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF THE TANDM SOFTWARE. TANDM’S PROVISION OF THE TANDM SOFTWARE, INCLUDING ALL RELATED OUTPUT, IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS NOT, AND IS NOT INTENDED TO, CONSTITUTE FORMAL PROFESSIONAL ADVICE. 

(d) CUSTOMER UNDERSTANDS THAT IT, AND ITS END USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S 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. 

(e) Customer acknowledges that the Tandm Software may be marketed, distributed, or sold through third-party resellers, distributors, agents, or other intermediaries, which may include Aion North Group Inc. ("Distribution Partners"). Customer agrees that: (a) its sole recourse for any claims relating to the Tandm Software or these Terms, will be against Tandm directly; (b) Customer waives any right to bring claims against Distribution Partners arising out of or related to the Tandm Software or these Terms, or Customer's subscription thereto; and (c) Customer will not hold Distribution Partners liable for any breach of these Terms, defects in the Tandm Software, or any other matter related to Customer's use of the Tandm Software. This waiver does not apply to claims arising from Distribution Partners' independent acts or omissions unrelated to the Tandm Software, including fraud or intentional misrepresentation by a Distribution Partner in the marketing or sale of the Tandm Software. For the avoidance of doubt, this Section does not limit Customer's rights against Tandm as set forth in these Terms. 

9. INDEMNIFICATION.  
9.1 Indemnification by Tandm.  

(a) Tandm will defend Customer from any third party claim alleging that Customer’s use of the Tandm Software as contemplated in these Terms infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against them, or agreed in settlement by Tandm, resulting from such IP Claim.  

(b) Tandm will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Tandm Software by Customer or its End Users; (ii) modification of the Tandm Software by anyone other than Tandm or its representatives; (iii) or the combination, operation or use of the Tandm Software with other data, hardware, or software not provided by Tandm.  

(c) Except for the warranty provided by Tandm in Section 8.1, this Section 9.1 states Tandm’s entire liability, and Customer’s exclusive remedy, with respect to an IP Claim. 

9.2 Indemnification by Customer.

Customer will defend, indemnify, and hold harmless Tandm, its Distribution Partners and affiliates, and each of their respective officers, directors, employees, agents, licensors, suppliers, and other representatives against any third-party claim, suit, or proceeding against Tandm arising out of the Customer’s misuse of the Tandm Software, including without limitation:  

(a) claims which, if true, would constitute a breach of Section 5 of these Terms (Customer Obligations); and 

(b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Tandm Software through Customer’s account, including without limitation by Customer Data.  

9.3 Mutual Indemnities.

Each Party (the “Offending Party”) will defend and indemnify the other Party, its affiliates (and, in the case of Tandm, its Distribution Partners), and each of their respective officers, directors, employees, agents, licensors, suppliers, and other representatives against any third-party claim, suit, or proceeding arising out of or relating to 

(a) the gross negligence, fraud, or wilful misconduct of the Offending Party or any of its agents, subcontractors, or employees; or 

(b) a Data Incident caused by the act or omission of the Offending Party or any of its agents, subcontractors, or employees (a “Data Claim”). For the purposes of this Section 9.3(b), a “Data Incident” is any (i) unauthorized disclosure of, access to, or use of Customer Data, or (ii) violation of Privacy/Security Law through Customer’s account. For greater certainty, (i) Data Incidents include, without limitation, such events caused by Customer, by Tandm, by End Users, by hackers, or by any other third party, and (ii) Data Claims include government enforcement actions. 

9.4 General Indemnification Procedures. 

(a) In the event of a potential indemnity obligation under any subsection of this Section 9, the indemnified Party in each case will:  

  • (i) promptly notify the indemnifying Party in writing of the claim; 

  • (ii) allow the indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying Party’s sole cost and expense; and  

  • (iii) upon request of the indemnifying Party, provide all necessary cooperation at the indemnifying Party’s expense.  

(b) Failure by the indemnified Party to notify the indemnifying Party of a claim will not relieve the indemnifying Party of its obligations, however, the indemnifying Party will not be liable for any litigation expenses that the indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying Party in accordance with this Section).  

(c) The indemnifying Party’s obligations set forth in this Article 9 include, without limitation: 

  • (i) settlement at the indemnifying Party’s expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and 

  • (ii) reimbursement of reasonable legal fees incurred by the indemnified Party before indemnifying Party’s assumption of the defense (but not legal fees incurred thereafter).  

(d) Notwithstanding Section 9.4(c), the indemnifying Party may not settle any claim that would bind the indemnified Party to any positive obligation (other than payment covered by the indemnifying Party) or require any admission of fault by the indemnified Party, without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.  

(e) Any indemnification obligation under this Article 9 will not apply if the indemnified Party settles or makes any admission with respect to a claim without the indemnifying Party’s prior written consent. 

10. LIMITATION OF LIABILITY. 
10.1 Dollar Cap.

EXCEPT FOR ARTICLE 4 (DATA SECURITY), ARTICLE 7 (CONFIDENTIAL INFORMATION), AND ARTICLE 9 (INDEMNIFICATION), EACH PARTY’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. 

10.2 Excluded Damages.

EXCEPT WITH REGARD TO BREACHES OF ARTICLE 7 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS. 

10.3 Clarifications & Disclaimers.  

(a) THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF EACH PARTY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF A PARTY’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.  

(b) Customer acknowledges and agrees that Tandm has based its pricing on and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10, and that such terms form an essential basis of the bargain between the Parties.  

(c) If applicable law limits the application of the provisions of this Article 10, Tandm’s liability will be limited to the maximum extent permissible.  

(d) For the avoidance of doubt, Tandm’s liability limits and other rights set forth in this Article 10 apply likewise to Tandm’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives. 

11. TERM & TERMINATION. 
11.1 Initial Term & Renewals.

Unless otherwise specified in the Order: 

(a) Initial Term. The initial term of these Terms will commence on the Order Date and continue for the period set forth in the Order or, if none, for one year from the Order Date (the “Initial Term”). 

(b) Renewal Terms. Following the Initial Term, the Term will automatically renew for successive 12-month periods (each a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless either party provides written notice of its intention not to renew at least 30 days prior to the expiration of the then-current term. 

(c) Fee Adjustments on Order Renewals. Notwithstanding the Fees stipulated in an Order, Tandm reserves the right to increase the Fees for each Order Renewal Term upon at least 45 days’ notice to the Customer (and any applicable Order will be deemed to be amended accordingly). 

11.2 Termination.  

(a) Either Party may terminate these Terms for the other Party’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure. 

(b) Customer may terminate these Terms, or any Order, for any reason or for no reason by giving 90 days’ prior written notice to Tandm; provided, however, that if Customer terminates for convenience under this Section, Customer remains obligated to pay all Fees owed for the remainder of the then-current terms, all of which Fees will become immediately due and payable in full (if not already pre-paid). 

11.3 Effects of Expiration or Termination.

Upon expiration or termination of these Terms for any reason, Customer will cease all use of the Tandm Software immediately and delete all copies of the Documentation in its possession or control.  

11.4 Survival.

The following will survive termination or expiration of these Terms: (a) any obligation of Customer to pay Fees incurred before termination; (b) Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of these Terms that must survive to fulfill their essential purpose. 

12. BETA FEATURES. 
12.1

The terms in this Section 12 apply to any use of the Tandm Software involving product features, product functionality, or other services that Tandm makes available to Customer that are not generally made available to Tandm customers and/or are designated as “beta”, “pilot”, “preview”, “early access”, “test”, or any similar designations (collectively, “Beta Features”).  

12.2 Unless otherwise indicated in an Order:  

(a) Beta Features offered initially at no charge to the Customer may be subject to additional fees or charges upon the expiration of any free period term set forth in an applicable Order (or, if there is no stipulated period term in an Order for such Beta Features, upon 30 days’ notice);  

(b) Tandm reserves the right to discontinue or modify its provision of any Beta Features to the Customer at any time, with or without notice; and 

(c) Customer agrees that any suggestions, recommendations, or Feedback provided regarding Beta Features may be used by Tandm for any purpose, without any obligation to the Customer. 

13. MISCELLANEOUS. 
13.1 Independent Contractors.

The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may legally bind the other. 

13.2 Notices.

Tandm may email notices pursuant to these Terms to Customer’s email contact points provided by Customer in the Order, and such notices will be deemed received 24 hours after they are sent. Customer may email notices pursuant to these Terms to legal@tandm.io, and such notices will be deemed received 24 hours after they are sent. 

13.3 Force Majeure.

No delay, failure, or default (other than a failure to pay Fees when due), will constitute a breach of these Terms to the extent caused by reasons or factors beyond the performing Party’s reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders. 

13.4 Assignment & Successors.

Customer may not assign these Terms or any of its rights or obligations hereunder without Tandm’s express written consent, unless to its affiliates or in connection with a merger, acquisition, reorganization, or other change of corporate control. Any purported assignment in violation of this clause will be null and void. Except to the extent forbidden in this Section 13.4, these Terms will be binding upon and inure to the benefit of the parties’ respective successors and assigns. 

13.5 Severability.

To the extent permitted by applicable law, the Parties waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms 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 these Terms will continue in full force and effect. 

13.6 No Waiver.

Neither Party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms. 

13.7 Choice of Law & Jurisdiction.

These Terms and all claims arising out of or related to these Terms 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 13.7 governs all claims arising out of or related to these Terms, including without limitation tort claims. 

13.8 Conflicts.

In the event of any conflict between these Terms and any other Tandm policy posted online, these Terms will govern. As between any Order and these Terms, the Order will take precedence to the extent of any conflicting or inconsistent terms. 

13.9 Entire Agreement.

These Terms (along with all Orders) sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications. 

13.10 Supplementary Terms.

The Parties may supplement the terms of these Terms at any time by signing a written addendum, which will be deemed incorporated into these Terms by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in these Terms or an Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will co-terminate upon the expiration or termination of these Terms. 

13.11 Amendments.

Tandm may amend these Terms from time to time by posting an amended version on its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Tandm written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer first terminates these Terms pursuant to Article 11, Term & Termination). Customer’s continued use of the Tandm Software following the effective date of an amendment will confirm Customer’s consent to it. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each Party.