Terms of Use & Service

1) Scope & Relationship to Other Agreements

• These Terms apply to our public websites, trial environments, and any hosted tools made available by Tensho Labs.
• If you purchase or receive professional services or custom development from us, those are also governed by these Terms and any applicable Order Form, Statement of Work (SOW), Service Level Agreement (SLA), or Data Processing Addendum (DPA) (collectively, the "Supplemental Terms"). If there is a conflict, the Supplemental Terms control for that engagement.
• Our Privacy Policy forms part of these Terms and describes how we handle personal information.

2) Eligibility & Accounts

• You must be at least the age of majority in your jurisdiction and have the authority to enter contracts.
• You are responsible for your account credentials and all activity under your account. Notify us immediately of unauthorized use.
• We may suspend or terminate accounts for breach, risk to the Services, or legal requirements.

3) Acceptable Use

You agree not to, and not to allow third parties to:

• Use the Services for unlawful, harmful, or abusive purposes; infringe intellectual property, privacy, or publicity rights; or violate industry regulations (e.g., financial, healthcare, telemarketing).
• Transmit malware; attempt to probe, scan, or test vulnerabilities; or circumvent security or access controls.
• Overload the Services (e.g., scraping at scale, denial‑of‑service); interfere with others’ use; or use automated means contrary to our written permissions.
• Misrepresent your identity, impersonate others, or mask the origin of content.
• Collect or process special categories of data (e.g., health, precise geolocation, biometric identifiers, children’s data) unless expressly permitted in writing and subject to a DPA and applicable safeguards.
• Use outputs from the Services without appropriate human review in safety‑critical contexts (e.g., medical diagnosis, emergency response, aviation, life support, or legal/financial decisions with significant consequences).

Telephony/Voice & Messaging (if used)

If you use AI voicebots, call handling, or messaging through our integrations (e.g., Twilio or similar), you are responsible for:

• Consent and compliance with laws such as TCPA/TSR (US), GDPR/ePrivacy (EU), Ofcom (UK), and call recording/monitoring notice laws.
• Providing required disclosures and obtaining prior express consent for automated or marketing calls/messages.
• Not using Services for spam, phishing, or harassment; maintaining opt‑out mechanisms where required.

4) Your Content & License to Tensho Labs

• "Your Content" means data, text, files, audio, images, prompts, and other materials you (or your users) submit to the Services.
• You retain ownership of Your Content. You grant Tensho Labs a worldwide, non‑exclusive license to host, process, transmit, and display Your Content solely to provide and improve the Services, perform support, maintain security, and comply with law.
• You represent and warrant that you have all necessary rights to submit Your Content and that Your Content does not violate these Terms or third‑party rights.

5) AI‑Specific Terms

• Outputs may be inaccurate or incomplete. You are responsible for evaluating and reviewing outputs before use.
• Unless you explicitly opt in (via contract or setting), we do not use your non‑public customer content to train foundation models. De‑identified or aggregated analytics may be used to improve quality and security.
• Limited human review may occur for debugging, abuse prevention, and safety, under confidentiality and access controls.

6) Professional Services (Custom Development)

When Tensho Labs provides design, development, integration, or consulting under an SOW:

• Deliverables. We will perform the services described in the SOW. Minor departures that do not materially affect functionality are not non‑conformities. Acceptance occurs upon the earlier of (a) your written acceptance, or (b) 10 business days after delivery without a written rejection describing material non‑conformities.
• Change Requests. Changes to scope, timelines, or assumptions require a written change order and may affect fees and schedules.
• Dependencies. You will provide timely access to information, systems, test data, and personnel as reasonably required.
• IP Ownership.
  • Client‑specific Deliverables: upon full payment, we assign to you all right, title, and interest in those Deliverables, excluding Pre‑existing IP and General Tools (defined below).
  • Pre‑existing IP & General Tools: Tensho Labs retains ownership of (i) materials, code, models, know‑how, frameworks, and libraries developed or owned before or outside the SOW; and (ii) generalized learnings, templates, utilities, and components created during the engagement that are not specific to your confidential information (collectively, "General Tools"). We grant you a perpetual, worldwide, non‑exclusive license to use General Tools as embedded in the Deliverables for your internal business purposes.
• Warranty (Services). For 30 days after acceptance, we will, at no additional charge, remediate material defects in the Deliverables that prevent conformity with the SOW’s written specifications, provided no unauthorized modifications have been made and the Deliverables are used as intended.

7) Subscription Services, Trials & Beta

• Subscriptions. If you subscribe to a hosted product, it auto‑renews each billing cycle unless canceled in your account or by written notice before the renewal date.
• Fees. Fees are due in advance unless otherwise stated. Taxes (VAT/GST/sales tax/withholding) are your responsibility. Except where required by law or expressly stated, fees are non‑refundable.
• Trials. Trial periods are provided "as is" and may be suspended or terminated at any time.
• Beta/Preview Features. Labeled beta/labs features are offered for evaluation only, may change without notice, and are provided as is with no warranties or SLA.

8) Third‑Party Services & Open Source

• The Services may interoperate with third‑party products (e.g., Stripe, Firebase/Google Cloud, Twilio, Render, analytics/CRM tools). Your use of those products is governed by their terms and policies; we are not responsible for third‑party services.
• Open‑source components included in the Services are licensed under their respective licenses. To the extent required, those licenses will control your use of the open‑source components.

9) Confidentiality

• Confidential Information means non‑public information disclosed by one party to the other that is designated confidential or should reasonably be understood to be confidential.
• The receiving party will use Confidential Information only to perform its obligations, will protect it with reasonable care, and will limit access to personnel and advisors with a need to know and confidentiality obligations.
• Exclusions include information that is public, already known, independently developed, or rightfully received without duty of confidentiality.

10) Security & Data Protection

• We maintain administrative, technical, and physical safeguards appropriate to the nature of the Services. No system is 100% secure.
• Where required (e.g., when we process personal data on your behalf), a DPA will apply and forms part of these Terms.

11) Publicity

Unless prohibited by an SOW or by you in writing, we may identify you as a customer (name and logo) on our website and marketing materials. You may withdraw this permission at any time by written notice, and we will make commercially reasonable efforts to remove references within a reasonable period.

12) Fees, Invoicing & Taxes (Professional Services)

• Invoices are due within the timeframe stated in the Order/SOW (default 15 days net). Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.
• Non‑payment may result in suspension of work or access. We are not obligated to deliver or transfer IP ownership for Deliverables until full payment is received.

13) Disclaimers

• EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.
• WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

14) Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• EXCEPT FOR (i) YOUR PAYMENT OBLIGATIONS, (ii) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER’S IP, (iii) BREACH OF CONFIDENTIALITY, OR (iv) INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO TENSHO LABS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT.

15) Indemnification

• By You. You will defend and indemnify Tensho Labs and its affiliates against third‑party claims arising from (a) Your Content, (b) your use of the Services in violation of these Terms or law, or (c) your products or services.
• By Tensho Labs. We will defend and indemnify you against third‑party claims alleging that the Services or Deliverables, as provided by us and used in accordance with these Terms, directly infringe a third party’s intellectual property rights. If an infringement claim arises, we may modify or replace the affected item, or refund prepaid fees for the unexpired portion of the subscription/SOW upon termination of the affected item. We have no obligation for claims due to (i) combinations not provided by us, (ii) modifications not made by us, (iii) use contrary to documentation, or (iv) Your Content.
• The indemnified party must provide prompt notice, reasonable cooperation, and grant control of the defense to the indemnifying party; the indemnifying party will not settle a claim that imposes non‑monetary obligations without consent (not unreasonably withheld).

16) Suspension & Termination

• We may suspend the Services immediately for security risks, suspected abuse, non‑payment, or legal requirements.
• Either party may terminate (a) for material breach not cured within 30 days after written notice, or (b) for convenience upon 30 days’ written notice for month‑to‑month subscriptions (unless otherwise stated in the Order/SOW).
• Upon termination: (i) your right to access the Services ends; (ii) you must cease use and pay all due fees; and (iii) upon request and subject to our retention obligations, we will make Your Content available for export for 30 days.

17) Export & Sanctions Compliance; Anti‑Bribery

You represent that you are not located in, organized in, or ordinarily resident in a country or region subject to comprehensive sanctions and are not a restricted party. You agree to comply with all applicable export control, sanctions, and anti‑corruption laws (including the U.S. FCPA and UK Bribery Act).

18) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, acts of government, labor disputes, internet or utility failures), provided reasonable efforts are made to mitigate impacts.

19) Changes to the Services or Terms

We may update the Services and these Terms from time to time. For material changes, we will provide notice (e.g., in‑product, by email, or via our website). Continued use after the effective date constitutes acceptance of the changes.

20) Governing Law & Dispute Resolution

• Governing Law. These Terms are governed by the laws of the State of Delaware, USA, excluding conflict of law rules. If you are a consumer and local mandatory laws apply, those laws may prevail to the extent required.
• Venue. The courts located in Wilmington, Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to personal jurisdiction there.
• Optional Arbitration Clause (if selected). Any dispute shall be finally resolved by confidential binding arbitration administered by JAMS under its rules in Wilmington, Delaware. The language of arbitration will be English. Class actions are waived. Judgment on the award may be entered in any court of competent jurisdiction.

21) Notices

Legal notices must be sent to legal@tensholabs.com with a copy to our mailing address above. Notices are deemed given when received.

22) Assignment

Neither party may assign these Terms without the other party’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.

23) Entire Agreement; Order of Precedence

These Terms, together with the Privacy Policy and any applicable Supplemental Terms, constitute the entire agreement and supersede all prior or contemporaneous understandings about the subject matter. In case of conflict, the order of precedence is: (1) DPA (for data protection matters), (2) SOW/Order Form, (3) these Terms, (4) documentation.

24) Miscellaneous

• Severability. If any provision is held invalid, the remainder remains in effect.
• No Waiver. Failure to enforce a provision is not a waiver.
• Independent Contractors. The parties are independent contractors; these Terms do not create a partnership, joint venture, or agency relationship.
• Headings. Headings are for convenience only and do not affect interpretation.

Service‑Specific Addendum (Illustrative)

The following additional terms may apply based on the Service you use. If included, they are incorporated by reference:

• A) Voice/Call Agent Services — You must (i) configure call consent notices, (ii) disable recording where not permitted, (iii) honor opt‑outs/"do not call" lists, and (iv) comply with carrier rules and messaging policies. You are solely responsible for content of calls/messages, call flows, and regulatory compliance.
• B) Healthcare‑Adjacent Use — The Services are not intended to store or process protected health information (PHI) unless we have executed a Business Associate Agreement (BAA) with you. Without a BAA, do not upload PHI.
• C) Payment Collection via Phone/Chat — If you accept payments, you must comply with PCI‑DSS and never store full card numbers, CVV/CVC, or magnetic stripe data in the Services. Use approved payment processors (e.g., Stripe) and tokenization.
• D) Data Residency / Localization — If your use requires data residency, this must be agreed in writing and may involve regional hosting and additional fees.
• E) Service Levels (if applicable) — Any uptime targets, credits, and support response times will be defined in the applicable SLA or SOW.