These Commercial Terms of Service ("Commercial Terms") govern your organisation's access to and use of Tensflare's products and services, including APIs, SDKs, and enterprise features (collectively, "Commercial Services"). By accessing or using the Commercial Services, you agree to these Commercial Terms on behalf of your organisation. If you are entering into these Commercial Terms on behalf of an organisation, you represent that you have the authority to bind that organisation.
If you are using Tensflare Services as an individual consumer (not on behalf of an organisation), the Consumer Terms of Service apply instead.
These Commercial Terms incorporate by reference the Acceptable Use Policy.
1. Commercial Services
1.1 Provision
Tensflare will make the Commercial Services available to you in accordance with these Commercial Terms and any applicable order forms, statements of work, or service agreements ("Order Forms") that reference these Commercial Terms.
1.2 API and Usage
You may access and use the Commercial Services via API endpoints, web interfaces, or other integration methods we provide. We may set and enforce reasonable rate limits, usage quotas, and other constraints on your use of the Commercial Services as described in the applicable documentation.
1.3 Modifications
We may update, modify, or deprecate features of the Commercial Services from time to time. We will use commercially reasonable efforts to notify you in advance of material changes that adversely affect your use of the Commercial Services.
1.4 Beta Features
From time to time, we may offer access to beta, preview, or early-access features ("Beta Features"). Beta Features are provided "as is" without any warranty or service level commitment, and may be discontinued at any time without notice.
2. Account and Security
You are responsible for: (a) maintaining the confidentiality of your account credentials and API keys; (b) all activity conducted under your account; (c) ensuring that your use of the Commercial Services complies with these Commercial Terms and the Acceptable Use Policy; and (d) promptly notifying us of any unauthorised use of your account.
3. Fees and Payment
3.1 Fees
You agree to pay all fees specified in the applicable Order Form or in your account dashboard. Fees are non-refundable except as expressly stated in your agreement with us or as required by applicable law.
3.2 Invoicing and Payment
Fees will be invoiced in accordance with the payment terms in your Order Form. Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law) and may result in suspension of the Commercial Services.
3.3 Taxes
All fees are exclusive of taxes, duties, levies, and similar governmental charges. You are responsible for paying all such charges, excluding taxes based on Tensflare's net income.
3.4 Fee Changes
We may change our fees with 30 days' notice. Continued use of the Commercial Services after the fee change takes effect constitutes acceptance of the new fees.
4. Customer Data
4.1 Ownership
You retain all right, title, and interest in and to the data, documents, content, and materials you submit to the Commercial Services ("Customer Data").
4.2 Licence to Tensflare
You grant Tensflare a worldwide, non-exclusive, royalty-free licence to access, use, process, copy, store, and transmit Customer Data solely to provide, maintain, and improve the Commercial Services (excluding model training as described in Section 4.3). This licence does not grant Tensflare any ownership of Customer Data.
4.3 Model Training
Tensflare will not use Customer Data from your Commercial Services account to train or improve our models unless you have separately opted in. For clarity, this Section 4.3 does not apply to feedback you voluntarily provide or to data that has been aggregated or de-identified such that it cannot reasonably be associated with you or your organisation.
4.4 Data Processing
Where Tensflare processes Customer Data that includes personal data of individuals, and you are the data controller, the parties agree that you are the data controller and Tensflare is the data processor. The terms of the Data Processing Agreement available at [DPA URL] are incorporated by reference into these Commercial Terms.
4.5 Security
Tensflare will implement and maintain appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
5. Confidentiality
5.1 Definition
"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
5.2 Obligations
The Receiving Party will: (a) use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information (but in no event less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of these Commercial Terms; and (c) limit access to Confidential Information to those employees and contractors who need it for the purposes of these Commercial Terms and who are bound by confidentiality obligations at least as protective as those in this Section.
5.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Commercial Terms; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law.
6. Intellectual Property
6.1 Tensflare IP
As between the parties, Tensflare owns all right, title, and interest in and to the Commercial Services, including all software, APIs, documentation, models, algorithms, trademarks, and other intellectual property (collectively, "Tensflare IP"). You may not reproduce, distribute, modify, or create derivative works of Tensflare IP except as expressly permitted by these Commercial Terms.
6.2 Feedback
If you provide us with feedback, suggestions, or ideas about the Commercial Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that Feedback for any purpose, including improving our products and services.
7. Representations and Warranties
7.1 Mutual
Each party represents and warrants that: (a) it has the full power and authority to enter into these Commercial Terms; and (b) it will comply with all applicable laws and regulations in its performance under these Commercial Terms.
7.2 Your Representations
You represent and warrant that: (a) you have secured all rights necessary to submit Customer Data to the Commercial Services; (b) Customer Data and your use of the Commercial Services will not violate any applicable law or third-party right; and (c) you will not use the Commercial Services in violation of the Acceptable Use Policy.
7.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE COMMERCIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TENSFLARE DOES NOT GUARANTEE THAT THE COMMERCIAL SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. TENSFLARE'S PRODUCTS ARE TOOLS TO ASSIST LEGAL PROFESSIONALS AND DO NOT CONSTITUTE LEGAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ANY OUTPUTS BEFORE USE.
8. Indemnification
8.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Tensflare Ltd., its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Commercial Services in violation of these Commercial Terms or the Acceptable Use Policy; (b) Customer Data or any dispute over rights to Customer Data; or (c) your violation of applicable law.
8.2 Tensflare's Indemnification Obligations
Tensflare will defend, indemnify, and hold you harmless from and against any claim that the Commercial Services, as provided by Tensflare, infringe a third party's intellectual property rights, subject to your prompt notification of the claim and cooperation in the defence. If such a claim is made or appears likely, Tensflare may, at its option: (a) procure the right to continue using the Commercial Services; (b) modify the Commercial Services to avoid the infringement; or (c) terminate the applicable Order Form and provide a pro-rata refund of pre-paid fees.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- (a) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THESE COMMERCIAL TERMS.
- (b) EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THESE COMMERCIAL TERMS SHALL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNT PAID BY YOU TO TENSFLARE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- (c) THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Term and Termination
10.1 Term
These Commercial Terms commence on the Effective Date specified in the first Order Form and continue until all Order Forms have expired or been terminated.
10.2 Termination for Breach
Either party may terminate these Commercial Terms or any Order Form on 30 days' written notice if the other party materially breaches the terms and fails to cure the breach within the notice period.
10.3 Suspension
Tensflare may suspend your access to the Commercial Services immediately if: (a) you violate the Acceptable Use Policy; (b) your use poses a security risk to the Commercial Services or third parties; or (c) your account is overdue on payment.
10.4 Effect of Termination
Upon termination, your right to access and use the Commercial Services immediately ceases. Sections 5 (Confidentiality), 6 (Intellectual Property), 7.3 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 11 (Dispute Resolution), and 12 (General Terms) survive termination.
11. Dispute Resolution
11.1 Informal Resolution
Before filing any claim, the parties agree to attempt to resolve the dispute informally by contacting sales@tensflare.com. Each party agrees to negotiate in good faith for 60 days.
11.2 Arbitration
If the dispute cannot be resolved informally, it shall be resolved by binding individual arbitration administered by the Lagos Court of Arbitration (LCA) under its arbitration rules. The arbitration shall be conducted in English and the seat of arbitration shall be Lagos, Nigeria.
11.3 Class Action Waiver
You agree to resolve disputes with Tensflare on an individual basis and waive any right to participate in a class action, class arbitration, or representative proceeding.
11.4 Equitable Relief
Nothing in this Section 11 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.
12. General Terms
12.1 Governing Law
These Commercial Terms are governed by the laws of the Federal Republic of Nigeria.
12.2 Entire Agreement
These Commercial Terms, together with any applicable Order Forms and the Acceptable Use Policy, constitute the entire agreement between the parties regarding the Commercial Services and supersede all prior agreements and understandings.
12.3 Severability
If any provision of these Commercial Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
12.4 Waiver
Our failure to enforce any right or provision of these Commercial Terms does not constitute a waiver of that right or provision.
12.5 Assignment
You may not assign or transfer your rights or obligations under these Commercial Terms without our prior written consent. Tensflare may assign these Commercial Terms without restriction, provided that the assignee agrees to be bound by these terms.
12.6 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.
12.7 Notices
Notices must be in writing and sent to the addresses specified in the applicable Order Form or to notices@tensflare.com. Notices are deemed given upon receipt.
12.8 Relationship
The parties are independent contractors. Nothing in these Commercial Terms creates a partnership, joint venture, agency, or employment relationship.
13. Contact
For questions about these Commercial Terms, contact us at:
- Email: sales@tensflare.com
- Legal notices: notices@tensflare.com
- Tensflare Ltd., Abuja FCT, Nigeria