Terms of Service

1. SERVICES AND SUPPORT

1.1 License Grant

Subject to the terms of this Agreement, Tenacor LLC grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive, royalty-free license to access and use the Services solely for:

• Internal business purposes of the Customer; and
• Other purposes explicitly authorized in writing by Tenacor LLC.

The Services may be modified periodically at Tenacor LLC's sole discretion for any reason deemed appropriate. Tenacor LLC will make reasonable efforts to provide prior notice of material changes.

1.2 Availability of Services

Tenacor LLC will use commercially reasonable efforts to make the Services available 24/7. However, Tenacor LLC reserves the right to suspend access to the Services under the following circumstances:

• For scheduled or emergency maintenance.
• If the Customer breaches this Agreement, including failure to make timely payments.

1.3 Support Services

Tenacor LLC will provide reasonable support for the Services during regular business hours, Monday through Friday.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Software Requirements

Accessing the Services may require the Customer to install certain software applications (the “Software”). By installing or using the Software, the Customer agrees to comply with any applicable End-User Software Agreements governing its use.

2.2 Authorized Use

The Customer agrees not to:

• Allow any person or entity other than an Authorized User to access or use the Services.
• Permit unauthorized access to the Services.

An “Authorized User” is defined as:

1. Any employee or contractor of the Customer.
2. Any end user or client of the Customer expressly authorized by Tenacor LLC, provided they are subject to a licensing agreement no less restrictive than this Agreement.

The Customer assumes full responsibility for each Authorized User's use of the Services.

2.3 Prohibited Actions

The Customer will not:

• Reproduce, modify, translate, or create derivative works from the Services, its underlying ideas, or associated technology.
• Sell, lease, distribute, publish, or transfer rights to the Services or any part thereof.
• Reverse engineer, disassemble, or decompile the software related to the Services, except where permitted by law.
• Remove or alter proprietary notices or labels from the Services.
• Interfere with, modify, or disable the Services’ features or security mechanisms.
• Use the Services to build a similar or competitive product or service.

2.4 Customer Cooperation

The Customer agrees to:

• Provide necessary personnel and information to Tenacor LLC for the performance of this Agreement.
• Assist in establishing and maintaining secure access credentials, such as passwords, to ensure only designated employees can access administrative functions.

2.5 Primary Contact

Tenacor LLC may communicate with the Customer through the designated Primary Contact for all matters related to this Agreement. The Customer may update the designated Primary Contact by providing written notice to Tenacor LLC.

2.6 Indemnification

The Customer agrees to indemnify and hold Tenacor LLC harmless from any damages, losses, liabilities, settlements, or expenses (including attorneys' fees) arising from:

• A violation of the terms outlined in this Agreement.
• The Customer's use of the Services.

Although Tenacor LLC is not obligated to monitor the Customer’s use of the Services or the content provided by the Customer, it reserves the right to do so. Tenacor LLC may remove content or restrict access to the Services if it believes there has been a violation of this Agreement.

2.7 Account Security

The Customer is responsible for maintaining the security of account credentials, including administrative and user passwords, and for all activities conducted under their account, with or without their knowledge or consent.

2.8 Privacy Policy

By using the Services, the Customer acknowledges and agrees to Tenacor LLC’s Privacy Policy as published on Tenacor LLC’s website, except where the Privacy Policy conflicts with this Agreement.

2.9 Third-Party Services

The Services may rely on APIs or other services provided by third parties (“Third-Party Services”). Tenacor LLC is not responsible for:

• The operation or availability of Third-Party Services.
• Ensuring the Services’ functionality when dependent on Third-Party Services.

The Customer is solely responsible for securing the necessary rights to access Third-Party Services and for complying with their terms and conditions. Tenacor LLC makes no warranties regarding Third-Party Services, and any exchange of data or interaction between the Customer and third-party providers is solely governed by the terms of those providers.

3. CONFIDENTIALITY

3.1 Definition of Proprietary Information

Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose confidential and proprietary information relating to the Disclosing Party’s technology, business, or operations (“Proprietary Information”).

3.2 Obligations of the Receiving Party

Except as provided under Section 4.3, the Receiving Party agrees to the following obligations concerning Proprietary Information:

• Not to disclose any Proprietary Information to third parties.
• To restrict access to Proprietary Information only to employees or agents who require access for purposes directly related to this Agreement.
• To apply at least the same level of security and care to protect the Proprietary Information as it uses for its own confidential information, but no less than reasonable precautions.

3.3 Exclusions from Proprietary Information

The obligations in Section 3.2 will not apply to any information that the Receiving Party can demonstrate:

1. Is or becomes publicly available without any breach of this Agreement by the Receiving Party.
2. Was in the Receiving Party’s possession or known to it, without restrictions, before receipt from the Disclosing Party.
3. Was lawfully disclosed to the Receiving Party by a third party without restrictions.
4. Was independently developed by the Receiving Party without the use of the Disclosing Party’s Proprietary Information.

3.4 Judicial or Governmental Disclosures

The Receiving Party may disclose Proprietary Information if required by judicial or governmental order. However, the Receiving Party must provide the Disclosing Party with reasonable prior notice of the intended disclosure, giving the Disclosing Party an opportunity to contest or limit the order.

3.5 Customer's Disclosure to Tenacor LLC

The Customer agrees that Tenacor LLC does not seek, nor is it obligated to maintain, any Proprietary Information unrelated to the obligations under this Agreement. Unless explicitly agreed in writing, any unrelated information provided by the Customer will not be considered confidential or Proprietary Information.

3.6 Disclosure of Agreement Existence

Both parties may disclose the existence of this Agreement but may not disclose its terms and conditions without prior written approval from both parties. Exceptions to this restriction include:

• Disclosures required by law or governmental authority, provided that reasonable efforts are made to obtain confidential treatment or a protective order.
• Disclosures made on a confidential basis to potential investors, acquirers, or other parties as reasonably necessary.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership of Intellectual Property

This Agreement is not a sale and does not grant the Customer any ownership rights to the Services, Software, or related intellectual property. All intellectual property rights associated with the Services, Software, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the Customer or third parties are retained exclusively by Tenacor LLC (and its licensors, where applicable). The Customer agrees not to copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement.

4.2 Claims Involving Customer Data

If Tenacor LLC receives notice or a claim alleging that Customer Data or activities related to it infringe upon third-party rights or violate any laws (“Claim”), Tenacor LLC may, at its discretion, suspend activities related to that content. The Customer agrees to defend, indemnify, and hold Tenacor LLC harmless from any liability, damages, settlements, attorney fees, or other costs incurred in connection with such a Claim.

4.3 Customer Data Ownership and Responsibility

Subject to the terms of this Agreement, the Customer retains all rights, title, and interest in the data, information, or materials provided to the Services during their use (“Customer Data”). The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer Data. The Customer must provide Customer Data in an approved electronic format and maintain backups according to industry-standard policies. Tenacor LLC will receive and process Customer Data solely to fulfill its obligations under this Agreement.

4.4 Rights Granted to Tenacor LLC

Notwithstanding Section 4.3, the Customer grants Tenacor LLC the following rights:

• A non-exclusive, royalty-free, worldwide, transferable license to use, copy, modify, create derivative works, and disclose Customer Data internally to provide Services.
• A non-exclusive, irrevocable, perpetual, royalty-free license to:
  • Use "Candidate Data" (defined below) and
  • Generate and use "Aggregated Anonymous Data" (defined below) for business purposes, including improving, testing, operating, and marketing its products and services.
  • Aggregated Anonymous Data: Data submitted to, collected by, or generated by Tenacor LLC in connection with the Customer's use of the Services, presented in an aggregate, anonymized form that does not identify the Customer.
  • Candidate Data: Customer Data pertaining to any individual considered for service or employment, including their name, contact information, and online profiles.

4.5 Publicity and Marketing

The Customer agrees to reasonably participate in promotional activities such as press announcements, case studies, and trade shows. Tenacor LLC may disclose the Customer’s status as a client and use the Customer’s logo and trademarks in its marketing materials, including on its website, at its sole discretion.

5. PAYMENT OF FEES

5.1 Fees and Billing

The Customer agrees to pay the fees listed on Tenacor LLC’s website for the chosen Services package (“Fees”). Fees will be charged automatically at the start of each payment term using the payment method on file. Tenacor LLC reserves the right to update its pricing and introduce new fees (“Updated Fees”) with a minimum of 30 days' notice via email or website posting. Updated Fees will apply to subsequent renewal terms.

5.2 Non-Refundable Payments and Cancellation

All Fees for the current payment term are non-refundable. The Customer may cancel Services at the end of the current term, but no refunds will be issued for unused periods.

5.3 Late Payments and Taxes

Unpaid Fees will accrue a finance charge of 1.0% per month or the maximum allowable rate, whichever is lower, plus collection costs, including attorney fees. Fees do not include applicable taxes, and the Customer agrees to pay all such taxes unless a valid exemption certificate is provided. The Customer will bear responsibility for withholding taxes and will not reduce the payment to Tenacor LLC on account of such taxes.

6. TERMINATION

6.1 Term of Agreement

This Agreement remains effective for the duration specified in the selected Services package unless terminated earlier as outlined below.

6.2 Termination for Breach

In the event of a material breach, the non-breaching party may terminate the Agreement by providing 30 days’ written notice. Termination will not occur if the breach is remedied within this notice period.

6.3 Immediate Termination

Either party may terminate the Agreement immediately, without notice, if:

1. Insolvency, receivership, or bankruptcy proceedings are initiated by or against the other party.
2. The other party makes an assignment for the benefit of creditors.
3. The other party dissolves or ceases business operations.

6.4 Survival of Terms

Provisions that by their nature should survive termination—including confidentiality, intellectual property rights, payment obligations, warranty disclaimers, and liability limitations—will remain in effect.

7. CLIENT SOFTWARE SECURITY

Tenacor LLC represents and warrants that it will not knowingly include in any of its publicly released software provided to the Customer under this Agreement, any computer code, instructions, devices, or techniques—including but not limited to disabling devices, trojans, or time bombs—that are designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede the operation of a network, computer program, or computer system, including its security or user data. If at any time Tenacor LLC fails to comply with this warranty, the Customer may notify Tenacor LLC in writing of such noncompliance. Upon receiving the notification, Tenacor LLC will have thirty (30) days to either correct the noncompliance or provide the Customer with a plan to address it. If Tenacor LLC fails to correct the issue or establish a reasonable plan within this timeframe, the Customer may terminate this Agreement as its sole and exclusive remedy for the breach of this warranty.

8. WARRANTY DISCLAIMER

The services, proprietary information, and any other materials provided by Tenacor LLC under this Agreement are offered “as-is” without warranties of any kind. Tenacor LLC, including its agents, affiliates, licensors, and suppliers, expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9. LIMITATION OF LIABILITY

Under no circumstances will Tenacor LLC, or its agents, affiliates, licensors, or suppliers, be liable for indirect, punitive, incidental, special, or consequential damages. This includes, without limitation, damages arising from loss of revenue, anticipated profits, lost business, or lost sales, whether based on contract, tort (including negligence), strict liability, or any other theory, even if Tenacor LLC has been advised of the possibility of such damages. Furthermore, Tenacor LLC’s total liability under this Agreement, regardless of the legal theory, will not exceed the greater of (i) one hundred U.S. dollars ($100) or (ii) the total fees paid to Tenacor LLC under this Agreement during the twelve (12) months preceding the first claim. These limitations will apply even if a limited remedy fails its essential purpose.

10. U.S. GOVERNMENT MATTERS

The Customer agrees not to export, re-export, or transfer any services, software, or related materials provided by Tenacor LLC (collectively referred to as “Controlled Subject Matter”) in violation of applicable U.S. laws and regulations, including but not limited to restrictions imposed by the U.S. Department of Commerce and the U.S. Department of Treasury’s Office of Foreign Assets Control. The Customer further agrees not to use or transfer Controlled Subject Matter to countries under U.S. embargo (“Embargoed Countries”) or to individuals or entities on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (“Designated Nationals”). The Customer’s use of the services constitutes a representation that they are not located in or a national or resident of any Embargoed Country or Designated National.

The Controlled Subject Matter may contain encryption technology subject to U.S. Export Administration Regulations. As defined in FAR Section 2.101, any software or documentation provided by Tenacor LLC is classified as “commercial items.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, the U.S. Government’s use of such commercial software and documentation is governed solely by the terms of this Agreement. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is prohibited except as expressly authorized by this Agreement.

11. ARBITRATION

Any dispute arising from or relating to this Agreement that cannot be resolved by the parties within thirty (30) days after one party provides written notice of the dispute (the last day of such thirty-day period referred to herein as the “Arbitration Date”), shall be finally settled through arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Rules”), as currently in force.

The arbitration will take place in San Francisco, California, U.S.A., and will be conducted in English. There will be one (1) arbitrator. If the parties fail to agree on an arbitrator within fifteen (15) days of the Arbitration Date, the arbitrator will be appointed in accordance with the Arbitration Rules. The arbitrator’s decisions shall adhere to the terms of this Agreement.

Judgment on the arbitrator’s award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement. The prevailing party in the arbitration shall be promptly reimbursed for all reasonable costs incurred in connection with the proceedings, including attorneys’ fees.

Notwithstanding the foregoing, neither party is restricted from seeking injunctive or equitable relief in any court of competent jurisdiction.

Class Action Waiver: Any arbitration under this Agreement will take place solely on an individual basis. Class arbitrations and class actions are strictly prohibited. By entering into this Agreement or using any services, both parties waive the right to a trial by jury and the ability to participate in a class action.

11. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the extent necessary to ensure that the remaining provisions of this Agreement remain in full force and effect.

This Agreement may not be assigned, transferred, or sublicensed by the Customer without prior written consent from Tenacor LLC. Tenacor LLC may transfer or assign this Agreement, or its rights and obligations under this Agreement, without restriction. This Agreement binds and benefits the permitted successors and assigns of each party.

No agency, partnership, joint venture, or employment relationship is created by this Agreement, and the Customer has no authority to bind Tenacor LLC in any way.

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its costs and attorneys’ fees.

All notices under this Agreement must be in writing and will be considered duly given upon receipt if delivered personally; upon electronic confirmation if sent via email or facsimile; or upon receipt if sent by certified or registered mail with return receipt requested and postage prepaid.

Tenacor LLC shall not be held liable for any loss caused by events beyond its direct control.

This Agreement is governed by the laws of the State of California, U.S.A., without reference to its conflict-of-laws principles. The federal and state courts located in San Francisco County, California, U.S.A., will have exclusive jurisdiction over disputes arising from or related to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.