Terms of Service

Effective Date: August 19, 2025

Welcome to Tensor9 (“Company,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of our website, applications, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Service.

1.

Tensor9 products and services

  1. License to Software. Subject to the terms and conditions of this Agreement, Tensor9 grants to Customer a limited, non-transferable, non-sublicensable and non-exclusive license to execute the Software, in executable object code form only, solely for Customer’s internal business purposes in accordance with the Tensor9 documentation provided to Customer as modified by Tensor9 from time to time in its sole discretion (the “Documentation”). If any Software is made accessible as a service over the internet, Customer is given the right to access and use such Software on a software-as-a-service basis. Customer may permit its employees and contractors (“Permitted Users”) to access and use the Software, provided that (a) Customer remains responsible for compliance with the terms and conditions of this Agreement by all Permitted Users and (b) use of the Software by any Permitted User is for Customer’s sole benefit. Use of the Software by Customer in the aggregate must be within the restrictions set forth in the applicable Order Form.
  2. Support. Tensor9 will provide support as specified in its documentation and the attached Exhibit A. Tensor9 from time to time will provide updates to the Software for Customer’s review. Upon Customer’s written approval, such updates may be automatically deployed to systems running the Software. Customer is responsible for ensuring the compatibility of updates within Customer’s environment. 
  3. General Restrictions. Customer shall not, and shall not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party (except for Permitted Users), (b) copy or use the Software for any purpose other than as permitted in Section 1.1, (c) remove the Software from the Software product it is on or use any portion of the Software on any device or computer other than such Software product, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels provided with the Software, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case Customer agrees to first contact Tensor9 and provide Tensor9 an opportunity to create such changes as are needed for interoperability purposes). Customer shall not release the results of any performance or functional evaluation of any of the Software.
  4. Open Source Software. Certain items of software included with the Software are subject to third-party “open source” or “free software” licenses (“Open Source Software”). Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Tensor9 makes such Open Source Software, and Tensor9’s modifications to that Open Source Software, available by written request to Tensor9 at the email or mailing address listed below.

2.

Customer obligations; data

  1. Rights in Input and Output. “Input” means information, data, and other content input into the Software by Customer and any output of the Software. Tensor9 agrees that it will not collect from the Software (onto Tensor9’s own or its cloud providers’ servers) any Input except as otherwise approved or directed by Customer in writing. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Input and the output of the Software provided to Customer based on Input (“Output”), except and solely to the extent that the Output incorporates any Tensor9 Technology (defined below). For clarity, the Output includes, to the extent generated by the Software, Customer’s software stack to be deployed in its end customers’ environments and the digital twin of each such deployed stack which runs on Customer’s systems. Customer hereby grants to Tensor9 a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the Input and Output in order to: (a) provide the Software and related support services to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing.
  2. De-identified Data. Tensor9 may create and use de-identified and anonymized data related to Customer’s use of the Software in order to improve Tensor9’s products and services, to develop new products and services, and for its other business purposes (and such de-identified and anonymized data will be owned by Tensor9).
  3. Technical Environment Deviation. Tensor9’s compliance controls, service‑level commitments, and warranty assurances are predicated on running the Tensor9 software inside the technical environment (cloud account, network topology, IAM boundaries, host OS, and hardware configuration) that was (a) assessed during Tensor9’s most recent independent certification review and (b) validated by Tensor9 at deployment time. Any deviation from that baseline introduces un‑assessed attack surfaces and therefore falls outside the scope of Tensor9’s warranties and certifications.

3.

Ownership

  1. Ownership. Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to access and use the Software set forth on the applicable Order Form. Customer agrees that Tensor9 or its suppliers own and retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to (a) the Software, Documentation, and any and all related and underlying technology, documentation, and other information, (b) any intellectual property it develops hereunder, and any derivatives thereof, and (c) all improvements or modifications to the foregoing (a) and (b) ((a), (b) and (c) individually and collectively, “Tensor9 Technology”). Except as set forth in Section 6 and in the Service Level Agreement Exhibit, which is attached as Exhibit A hereto, Customer shall have no right to receive any corrections, bug fixes, enhancements, updates, or other modifications in connection with the Tensor9 Technology.  
  2. Feedback. In the event Customer or any Permitted User provides Tensor9 with any suggestions, ideas, improvements or other feedback with respect to any aspect of the Software (“Feedback”), Customer hereby assigns and shall cause all Permitted Users to assign to Tensor9 all right, title and interest in and to such Feedback, including all intellectual property rights therein, and acknowledges that Tensor9 shall own such Feedback. 

4.

Subscription term, fees and payment

  1. Subscription Term and Renewals. Unless otherwise terminated as set forth below, each Order Form will have a term as set forth therein (the “Initial Term”). Thereafter, each Order Form will automatically renew for successive renewal terms of equal length to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Subscription Term”), unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. If no term is stated on an Order Form, the Subscription Term for such Order Form is one (1) year. 
  2. Fees and Payment. All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of Customer’s receipt of Tensor9’s invoice, unless otherwise specified in the applicable Order Form. Except as otherwise set forth in the applicable Order Form, all fees are due and payable in advance at the start of the applicable Subscription Term (and each Renewal Term). Fees are payable by credit card, check, or through automated clearing house (“ACH”) transfers and Customer authorizes Tensor9 to charge its credit card or bank account for all such fees. Upon Tensor9’s request, Customer agrees to promptly complete and submit an ACH authorization form to Tensor9. Except as expressly set forth in Section 6 or 8, all fees are non-refundable. Fees are exclusive of taxes, and Customer is required to pay any sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Tensor9. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less (plus the costs of collection).
  3. Suspension of Service. If Customer’s account is ten (10) days or more overdue, in addition to any of its other rights or remedies, Tensor9 reserves the right to suspend Customer’s access to the applicable Software without liability to Customer until such amounts are paid in full. Tensor9 also reserves the right to suspend Customer’s access to the Software immediately if Customer’s use of the Software: (a) materially violates this Agreement; (b) is improper or substantially exceeds or differs from normal use by other users; (c) raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues; or (d) to protect the integrity or availability of the Software or Tensor9’s systems.

5.

Term and termination

  1. Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated as set forth below.
  2. Termination. Either party may terminate this Agreement with at least five (5) days’ prior written notice if there are no Order Forms then in effect. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, termination of this Agreement will automatically terminate all Order Forms.
  3. Effect of Termination. Upon the expiration or termination of this Agreement, (a) Customer shall immediately cease any and all use of and access to the Software (including any and all related Tensor9 Technology) and (b) each party will return to the other party (or destroy) such other party’s Confidential Information (defined below). Except as otherwise set forth herein, termination of this Agreement is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
  4. Survival. The following Sections shall survive any expiration or termination of this Agreement: 2, 3, 4.2, 5, 6.3, 7, 8, 9, and 11.

6.

Representations and warranties; disclaimer

  1. Mutual Representations and Warranties. Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; has all requisite power and authority to enter into and perform its obligations under this Agreement; the execution, delivery, and performance of this Agreement have been duly authorized and constitute a valid and binding obligation; such actions do not violate any organizational documents, laws, or agreements; no consents or approvals are required; there is no pending or threatened litigation that would affect its ability to perform; and it is in compliance with all applicable laws, regulations, and orders relevant to its performance under this Agreement.
  2. Tensor9 Warranty. Tensor9 warrants that it will provide the Software in substantial conformity with the applicable Documentation and the descriptions in the Order Form and will employ commercially available methodologies, technologies and other means designed to prevent introduction of any software, virus, worm, or similar harmful code into Software. Tensor9’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity in accordance with Exhibit A, or if Tensor9 determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive, as its sole and exclusive remedy and Tensor9’s entire liability, a refund of any fees Customer has pre-paid for use of the Software or related services it has not received as of the date of the warranty claim. The warranty set forth in this Section 6.2 shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared; (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services; (c) to any Software provided on a no-charge or evaluation basis; (d) or as otherwise set forth in Exhibit A. In no event shall Customer make any warranties or representations regarding the Software to its end customers. 
  3. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, TENSOR9 AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER AGREES THAT TENSOR9 SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SERVICE.

7.

Limitation of liability

EXCEPT WITH RESPECT TO EITHER PARTY’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), OBLIGATIONS UNDER SECTION 9 (CONFIDENTIAL INFORMATION), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TENSOR9’S AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO TENSOR9 DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.

8.

Indemnification

  1. Indemnification by Tensor9. Tensor9 shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of the Software in accordance with the terms of this Agreement, provided that Tensor9 shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Tensor9 to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable cooperation of Customer. If Customer’s use of any Software is, or in Tensor9’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Tensor9 may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Software; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid fees paid by Customer for the terminated period. The foregoing indemnification obligation of Tensor9 shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Software other than by or on behalf of Tensor9; (2) access to or use of any Software in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of Tensor9 (3) use of the Software in breach of this Agreement; or (4) Input. THIS SECTION 8.1 SETS FORTH TENSOR9’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
  2. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Tensor9 from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) Customer’s violation of any laws, regulations, or rights relating to Input (including, without limitation, privacy laws, regulations, or rights), or Customer’s breach of Section 2.1, (b) any action taken (or not taken) by Customer based upon use of the Software, or (c) any dispute between Customer and any other user of the Software. This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim (any settlement, subject to ’s prior written consent); and (z) all reasonably necessary cooperation of Tensor9 at Customer’s expense.

9.

Confidential information

  1. Indemnification by Tensor9. Tensor9 shall indemnify and defend Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of the Software in accordance with the terms of this Agreement, provided that Tensor9 shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Tensor9 to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable cooperation of Customer. If Customer’s use of any Software is, or in Tensor9’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Tensor9 may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using the Software; or if (x) and (y) are commercially impracticable, (z) terminate this Agreement and refund to Customer any unused, prepaid fees paid by Customer for the terminated period. The foregoing indemnification obligation of Tensor9 shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Software other than by or on behalf of Tensor9; (2) access to or use of any Software in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of Tensor9 (3) use of the Software in breach of this Agreement; or (4) Input. THIS SECTION 8.1 SETS FORTH TENSOR9’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

    Indemnification by Customer.Customer shall indemnify, defend, and hold harmless Tensor9 from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) Customer’s violation of any laws, regulations, or rights relating to Input (including, without limitation, privacy laws, regulations, or rights), or Customer’s breach of Section 2.1, (b) any action taken (or not taken) by Customer based upon use of the Software, or (c) any dispute between Customer and any other user of the Software. This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim (any settlement, subject to ’s prior written consent); and (z) all reasonably necessary cooperation of Tensor9 at Customer’s expense.
  2. Obligations. The recipient agrees not to disclose Confidential Information except to its Affiliates, employees, contractors and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under this Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information. 

10.

Publicity

Except as otherwise agreed in writing (email to suffice), neither party may use the other party’s name, logos, or marks without such party’s written pre-approval in each case; provided that Tensor9 may use Customer’s name and logo on Tensor9’s website and in Tensor9 promotional materials to identify Customer as a Tensor9 customer, unless Customer expressly opts out of such use in writing (email to suffice). 

11.

General terms

  1. Construction. The terms “for example,” “including” and/or “includes” shall be deemed to mean “for example, but not limited to,” “including, but not limited to” or “includes, but is not limited to,” as applicable.
  2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement or any of its right or obligations hereunder except upon the advance written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement and all of its rights and obligations hereunder without such consent to an Affiliate or to a successor entity in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 11.2 will be null and void.
  3. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay, epidemic, pandemic, government act, or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure or diminishment of power or telecommunications or data networks or services.
  4. Subcontractors. Tensor9 may use the services of subcontractors for performance of services under this Agreement, provided that Tensor9 remains responsible for such subcontractors’ compliance with the terms of this Agreement.
  5. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
  6. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
  7. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in binding arbitration by AAA before a single arbitrator, under the Expedited Arbitration Procedures then in effect for AAA, and the arbitration will be held in New Castle County, Delaware. Subject to the foregoing provisions of this Section 11.7, the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in New Castle County, Delaware, and both parties hereby submit to the personal jurisdiction of such courts. If any action or proceeding is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
  8. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth as first listed above or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to Tensor9 must be delivered to the following email address: [email protected] but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received (as set forth in preceding sentence).
  9. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. Purchase orders (and similar documents) issued by Customer are for administrative purposes only (e.g. setting forth products and services ordered and associated fees) and any additional or different terms or conditions contained in any such order shall not apply (even if the order is accepted or performed on by Tensor9).
  10. No Third-Party Rights. There are no third-party beneficiaries to this Agreement.
  11. Export Compliance. Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (b) a national or resident of, or a segment of the government of, any country or territory for which the United States has embargoed goods or imposed trade sanctions.
  12. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications, relating to the subject matter of this Agreement. This Agreement may be executed electronically and in counterparts (such as via DocuSign), which counterparts taken together shall form one legal instrument. Any pre-printed terms in a Customer purchase order or similar document are null and void.

EXHIBIT A
SERVICE LEVEL AGREEMENT (SLA) AND SUPPORT TERMS

This Service Level Agreement and Support Terms (the “SLA”) forms part of, and is fully incorporated into, the Enterprise Customer Agreement (the “Agreement”) between Tensor9 (“Tensor9”) and the customer identified in the Agreement (“Customer”). Capitalized terms used but not defined in this Exhibit have the meanings given in the Agreement.

1.

Support terms

  1. Definitions.
    1. “Error” means a failure of the Software to conform to the applicable documentation, resulting in the inability to use, or material restriction in the use of, the Software.
    2. “Maintenance Release” means a revision of the Software released by Tensor9 to Customer and end customers generally, during the Subscription Term to correct Latency Errors in the Software or to maintain the operation of the Software in accordance with the Documentation.
    3. “Update” means either a software modification or addition that, when made or added to the Software, corrects the Latency Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Latency Error on Customer.
    4. “Upgrade” means a revision of the Software released by Tensor9 to Customer and end customers generally, during the Subscription Term, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge.
  2. SUPPORT SERVICES. During the Subscription Term, Tensor9 shall provide the support services described below to Customer. For the avoidance of doubt, Customer is responsible for providing direct support services to its end customers. Tensor9 will provide Customer with the support services described herein through its customer support center at [email protected], which will be available 8 am-8 pm Pacific Time. 
    1. Response Times. Tensor9 will respond to Customer reports of a problem based on the priority, as set forth below.
      1. Priority 1 Errors.  A Priority 1 Error means mission-critical Software is severely impacted or completely shut down. Tensor9 will promptly initiate the following procedures for Priority 1 Errors: (1) assign specialists to correct the Error on an expedited basis; (2) provide ongoing communication on the status of an Update; and (3) begin to provide a temporary workaround or fix.  Tensor9 will make commercially reasonable efforts to provide an initial response within 30 minutes of a report of a Priority 1 Error.
      2. Priority 2 Errors.  A Priority 2 Error means the Software is functioning with limited capabilities or is unstable with periodic interruptions. Tensor9 will promptly initiate the following procedures for Priority 2 Errors: (1) assign an Tensor9 specialist to correct the Error; and (2) provide a workaround or include a fix in the next Maintenance Release.  Tensor9 will make commercially reasonable efforts to provide an initial response within 2 hours of a report of a Priority 2 Error.
      3. Priority 3 Errors. A Priority 3 Error means (i) there are errors in fully operational Software, (ii) there is a need to clarify procedures or information in applicable documentation, or (iii) there is a request for a product enhancement.  Tensor9 may in its sole discretion fix a Priority 3 Error in the next Maintenance Release.  Tensor9 will make commercially reasonable efforts to provide an initial response within 24 hours of a report of a Priority 3 Error.
  3. Maintenance Releases and Upgrades. Tensor9 will make Maintenance Releases and Upgrades available to Customer if, as and when Tensor9 makes any such Upgrades and Maintenance Release generally available to its customers.  If a question arises as to whether a product offering is an Upgrade or a new product or feature, Tensor9’s opinion will prevail, provided that Tensor9 treats the product offering consistently for its customers generally.
  4. Customer Obligations.  In order to receive support hereunder, Customer will designate between two (2) and five (5) qualified English speaking contact persons who will be responsible for managing all tasks of the Software related to Customer’s business. Customer will provide Tensor9 with such contact persons names, email addresses and telephone numbers so that Tensor9 can contact them in order to provide the support services described herein.  In order to receive support services, Customer will reasonably cooperate with Tensor9 to resolve support incidents and will have adequate technical expertise and knowledge of the Software to provide relevant information to enable Tensor9 to reproduce, troubleshoot and resolve the experienced failure or error. Customer agrees to pay Tensor9 the fees described in Exhibit A of the License Agreement with respect to Support Services.
  5. Exclusions.  Tensor9 is not obligated to provide the services described herein in the following situations: (a) the problem is caused by Customer’s negligence, hardware malfunction or other causes beyond the reasonable control of Tensor9; (b) the problem is with third party software not licensed through Tensor9; or (c) Customer has not paid Customer’s license fees when due and has failed to cure such late payment within fourteen (14) days of Customer’s receipt of Tensor9’s written notice of late payment.

Contact Us

If you have any questions about these Terms, contact us at:

Tensor9

Email: [email protected]

308 North 68th Street Unit 406
Seattle, WA 98103