Terms of Use

1. Acceptance of Terms

1.1 Binding Agreement

These Terms of Use (these "Terms") constitute a legal and binding agreement between you and Forum Labs, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your use of the TenTenor service and any related services, features, or content offered by Company (collectively, the "Service"). By accessing, browsing, registering for, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. Your continued use of the Service following any modifications to these Terms constitutes your acceptance of such modifications.

1.2 Eligibility

You represent and warrant that: (a) you are at least 18 years of age or the age of majority in your jurisdiction; (b) you have the legal authority and capacity to enter into these Terms on behalf of yourself and, if applicable, the organization on behalf of which you are acting; (c) you are not a person or entity prohibited by law from using the Service; and (d) you agree to comply with all laws, rules, and regulations applicable to your use of the Service. If you are representing an organization, you further represent that you are an authorized representative of that organization with full power and authority to bind the organization to these Terms.

1.3 Entire Agreement

These Terms, together with our Privacy Policy and any other documentation referenced herein, constitute the entire agreement between you and Company regarding your use of the Service and supersede all prior understandings, agreements, representations, and warranties, whether written or oral.

2. Definitions

As used in these Terms, the following terms shall have the meanings ascribed to them:

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must register for an account by providing accurate, current, and complete information as requested by Company. You agree to maintain the accuracy of this information and promptly update it if any details change. You acknowledge that providing false, inaccurate, or misleading information may result in immediate termination of your account and forfeiture of access to the Service.

3.2 Magic Link Authentication

The Service uses a magic link authentication system via email for account access. You are responsible for maintaining the confidentiality of the email address associated with your account. Magic links expire after a limited time period for security purposes. You agree to use magic links only for authenticating your own account and not to share, forward, or grant access to magic links sent to your email address to any unauthorized third party.

3.3 Account Responsibility

You are solely responsible for all activity that occurs under your account, including all actions taken by Authorized Users. You agree to implement and maintain reasonable security practices to protect your account credentials and to promptly notify Company of any unauthorized access or use of your account. Company shall not be liable for any losses or damages resulting from unauthorized access to your account if such unauthorized access results from your failure to maintain adequate security measures.

3.4 Authorization of Users

You are responsible for designating which individuals are Authorized Users and which teams and data they may access within your organization. You agree to revoke access for any individual who is no longer authorized to use the Service. You acknowledge that you are responsible for the actions of all Authorized Users and for ensuring that their use complies with these Terms.

4. The Service

4.1 Service Description

TenTenor is a software-as-a-service platform that provides artificial intelligence-powered coaching, performance analysis, and operational intelligence for business teams. The Service captures business interactions — including but not limited to leadership team meetings, operational reviews, and other recurring business discussions — through multiple ingestion paths, transcribes them using industry-standard speech-to-text technology, and analyzes the content using large language models. The Service generates structured feedback and coaching recommendations, and may provide team and individual performance insights, trend tracking, and other AI-driven operational intelligence features as developed and released by Company from time to time.

4.2 Service Availability

Company will use commercially reasonable efforts to maintain the availability and functionality of the Service, including maintaining server infrastructure, applying security patches, and addressing critical issues. However, Company does not guarantee uninterrupted or error-free operation of the Service. The Service may be subject to scheduled maintenance, unscheduled downtime, or temporary interruptions beyond Company's reasonable control. Company shall not be liable for any unavailability, interruption, or performance degradation of the Service, except as expressly provided in these Terms.

4.3 Meeting Ingestion Methods

Customer may ingest meetings into the Service using one or more of the following methods: (a) online meeting integration via a recording bot that can be invited to video calls through calendar invitations; (b) direct audio file upload, which is transcribed by a third-party speech-to-text service; or (c) direct transcript paste, allowing Customer to provide previously transcribed meeting content. Company makes no representations regarding the accuracy or completeness of transcriptions generated by third-party transcription services and shall not be liable for errors in transcription.

4.4 Integration with Third Parties

The Service integrates with various third-party platforms and services, including calendar providers, meeting recording services, transcription services, and others. Your use of these integrations is subject to the terms and privacy policies of the respective third-party providers. Company is not responsible for the performance, availability, security, or privacy practices of these third-party services. You agree that Company shall have no liability for any disruption, inaccuracy, or failure of these integrations. A current list of third-party service providers is maintained on our Trust Center at trust.tentenor.com.

5. Meeting Recording and Transcription

5.1 Consent Responsibility

CRITICAL: Customer is solely and exclusively responsible for obtaining all necessary consents, permissions, and authorizations from all participants in any meeting before that meeting is recorded, transcribed, or analyzed using the Service. This includes obtaining express, informed consent from each participant who will be recorded or whose voice, image, or words will be captured. Company makes no representations regarding the legality of recording any particular meeting and shall not be liable for any violations of recording laws, two-party consent statutes, privacy laws, or wiretapping laws resulting from Customer's recording or use of the Service.

5.2 Compliance with Applicable Law

Customer warrants and covenants that it will comply with all federal, state, local, and international laws and regulations governing the recording, transcription, and use of meeting audio, video, and participant information. This includes but is not limited to: (a) two-party consent laws in jurisdictions where such laws apply; (b) workplace recording notification requirements; (c) laws protecting employee privacy and workplace confidentiality; (d) laws governing the recording of business communications; and (e) any other applicable recording, privacy, or data protection laws. Customer acknowledges that some jurisdictions require the consent of all participants before recording, while others allow recording with consent of only one party. Customer is responsible for determining and complying with applicable law in all jurisdictions where meetings are recorded.

5.3 Bot Identification

When Company's recording bot joins a meeting, it will identify itself with the TenTenor name or a similar identifying label to provide notice to participants that the meeting is being recorded. However, Customer acknowledges that this automated notice may not satisfy all legal requirements for obtaining participant consent. Customer remains solely responsible for ensuring all necessary consents are obtained independent of any automatic bot identification.

5.4 Participant Disclosure

Customer agrees that before uploading any meeting recording (audio or video) or transcript to the Service, Customer will disclose to all participants that the meeting will be transcribed and analyzed using artificial intelligence services. Customer will inform participants that an AI-powered system will analyze their discussion and may generate coaching feedback or performance assessments based on their participation.

5.5 Media Storage and Processing

Audio and video files uploaded to the Service are stored securely in Company's cloud infrastructure and are processed by third-party transcription services to generate transcripts. Customer acknowledges that media files and transcripts will be transmitted to and processed by these third-party services. Customer is responsible for ensuring that the transmission and processing of such files by these services complies with all applicable laws and regulations, including data protection and privacy laws.

5.6 Transcription Accuracy

Company does not warrant the accuracy, completeness, or reliability of transcriptions generated by third-party transcription services from audio or video files. Transcriptions may contain errors, omissions, or misstatements. Customer assumes all responsibility for reviewing transcriptions for accuracy and for correcting any errors before relying on the transcript or AI analysis. Company shall not be liable for any errors in transcriptions or for any actions taken in reliance on inaccurate transcriptions.

6. AI-Generated Content

6.1 Informational Purpose Only

All AI Output generated by the Service is provided for informational and coaching purposes only. AI Output is not professional advice of any kind, including but not limited to business consulting advice, legal advice, accounting or financial advice, human resources advice, management advice, or strategic business guidance. Customer should not rely on AI Output as a substitute for professional consultation with qualified business advisors, attorneys, accountants, human resources professionals, or other relevant experts.

6.2 No Warranty of Accuracy

Company makes no representation or warranty regarding the accuracy, completeness, reliability, relevance, or usefulness of AI Output. AI-generated content may contain errors, inaccuracies, omissions, or misleading statements. The AI models used to generate AI Output are subject to limitations in their training data, algorithms, and understanding of complex business contexts. Company specifically disclaims any warranty that AI Output will be correct, helpful, or applicable to Customer's specific situation.

6.3 Assumption of Risk

Customer assumes all risk and responsibility for any decisions, actions, or omissions made in reliance on AI Output. Company shall have no liability whatsoever for any consequences, damages, or losses resulting from Customer's use of or reliance on AI Output, whether direct or indirect, whether foreseeable or not. This includes but is not limited to: (a) business decisions made based on AI Output; (b) personnel actions taken based on AI Output; (c) strategic changes implemented based on AI Output; (d) any harm to employees or team members based on AI Output; and (e) any other consequences resulting from Customer's reliance on AI Output.

6.4 Model Changes, Re-Analysis, and Variability

Company may change or update the AI models, algorithms, and scoring methodologies used to generate AI Output at any time without notice. Company may also re-analyze previously submitted Customer Data using updated models to provide improved AI Output (see Section 7.4.1). Different AI models or algorithm versions may produce materially different outputs for the same Customer Data. AI Output may vary based on model updates, algorithm improvements, methodology refinements, or other changes. Company makes no warranty of consistency, comparability, or replicability of AI Output over time. Customer should not expect identical outputs for similar data across different time periods, and should treat any specific AI Output as a point-in-time assessment subject to future improvement.

6.5 Limitations of AI Analysis

Customer acknowledges that AI analysis of meetings has inherent limitations, including but not limited to: (a) inability to understand nuanced context, corporate culture, or historical background; (b) potential bias in training data reflected in AI outputs; (c) difficulty in evaluating tone, intent, or non-verbal communication; (d) limited ability to assess organizational dynamics; (e) potential misinterpretation of industry-specific jargon or terminology; and (f) inability to account for external factors affecting meeting performance. These limitations mean that AI Output should be considered as one input among many sources of information, not as definitive assessment.

6.6 Not a Substitute for Professional Services

AI Output is expressly not a substitute for professional business consulting, executive coaching, legal advice, financial advice, accounting services, human resources consultation, or any other professional service. Customer should seek qualified professional advice for any significant business decisions, personnel matters, legal issues, or financial matters. Any failure to seek professional advice despite relying on AI Output is Customer's sole responsibility.

6.7 AI Output Derived from Multiple Participants

Customer acknowledges that AI Output may be derived from the contributions of multiple Participants. Customer agrees that: (a) Company shall have no liability for any interpersonal consequences, workplace disputes, or relationship impacts arising from AI Output; (b) AI Output should not be used as the sole or primary basis for employment decisions, including hiring, firing, promotion, demotion, or disciplinary action; (c) Customer is responsible for ensuring that AI Output is used in a manner consistent with applicable employment law, anti-discrimination law, and workplace privacy regulations; and (d) Customer will implement appropriate human oversight when using AI Output that evaluates individual Participant performance.

7. Data Ownership and License

7.1 Customer Ownership of Customer Data

Customer retains all right, title, and interest in and to all Customer Data, including all meeting recordings, transcripts, meeting participant information, team structures, and any other content provided to the Service. Company acquires no ownership interest in Customer Data and shall not use Customer Data except as expressly authorized by these Terms or as required by applicable law. Customer Data will at all times remain the exclusive property of Customer or its licensors. For the avoidance of doubt, the license granted in Section 7.2 does not constitute a transfer of ownership, and Customer's ownership of Customer Data is not diminished by Company's exercise of its license rights, including the right to create derivative works and AI Output from Customer Data.

7.2 License Grant to Company

To enable the Service to function and to support Company's ongoing development and improvement of the Service, Customer grants Company a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right and license to: (a) access, process, and store Customer Data on Company's servers and cloud infrastructure; (b) use, copy, reproduce, modify, adapt, and prepare derivative works from Customer Data to provide the Service, including generating AI Output, maintaining the Service, and developing and improving Service features and functionality; (c) transmit Customer Data to third-party service providers, sublicensees, and technology partners as necessary to fulfill the Service's functions or to improve the Service; (d) process, transform, analyze, and derive insights from Customer Data as necessary to provide the requested analysis, coaching, and operational intelligence; (e) aggregate Customer Data across multiple Meetings to generate insights for Authorized Users and Participants; (f) use Customer Data from multiple Participants to generate comparative and team-level insights; and (g) use Customer Data to train, fine-tune, evaluate, and improve Company's proprietary models, algorithms, and analytical methodologies, provided that any such use beyond direct service delivery shall be limited to aggregated, anonymized, or de-identified data as described in Section 7.3. For the avoidance of doubt, this license survives any termination or expiration of these Terms solely with respect to aggregated, anonymized, or de-identified data described in Section 7.3 and AI Output described in Section 7.4. Customer represents and warrants that Customer has all rights necessary to grant this license, including any required consents from Participants and Authorized Users as applicable.

7.3 Aggregated and Anonymized Data

Company may collect, use, and retain aggregated, anonymized, and de-identified data derived from Customer Data for the purposes of: (a) improving and enhancing the Service; (b) developing new features and functionality; (c) conducting analytics and research regarding the effectiveness of the Service; (d) benchmarking and trend analysis; and (e) other legitimate business purposes. Aggregated and anonymized data shall be treated as Company's property. Aggregated data is data that has been combined, transformed, or statistically summarized in a way that does not reasonably allow identification of any individual customer, organization, or natural person. For the avoidance of doubt, aggregated data may include statistical patterns, distributions, benchmarks, and metrics derived from meeting-level details (such as time allocation across segments, participation patterns, scoring distributions, and topic frequency) so long as the data has been sufficiently de-identified to prevent re-identification of the originating customer or individual. Company may use aggregated, anonymized data without restriction and without compensation to Customer.

7.4 AI Output Ownership and License

All AI Output generated by the Service — including scores, analyses, coaching recommendations, assessments, and evaluations — is and shall remain the exclusive property of Company. AI Output is generated by Company's proprietary algorithms, models, and methodologies applied to Customer Data, and constitutes a Service deliverable rather than Customer Data. Company grants Customer a broad, non-exclusive, perpetual, worldwide, royalty-free license to use, copy, distribute, display, and create derivative works of AI Output for Customer's internal business purposes and for any purpose reasonably related to Customer's use of the Service. Customer may share AI Output with Authorized Users, Participants, and third-party advisors at Customer's discretion. For clarity: (a) Customer Data (recordings, transcripts, meeting content) remains Customer's exclusive property under Section 7.1; (b) AI Output derived from Customer Data is Company's property, licensed to Customer as described above; (c) the license to AI Output generated prior to termination survives any termination or expiration of these Terms; and (d) notwithstanding the foregoing, Company may suspend or revoke Customer's license to AI Output upon Customer's material breach of these Terms, including non-payment, in accordance with Section 16.

7.4.1 Right to Re-Analyze and Update AI Output

Customer acknowledges and agrees that Company may, at any time and without prior notice: (a) re-run AI analysis on previously submitted Customer Data using updated or different algorithms, models, or methodologies; (b) regenerate, modify, replace, or supplement existing AI Output with new or improved AI Output; (c) apply retrospective improvements to historical analyses when Company releases updated scoring algorithms or analytical capabilities; and (d) maintain multiple versions of AI Output for the same Customer Data (for example, analyses generated by different models or algorithm versions). Company will use commercially reasonable efforts to preserve prior versions of AI Output when generating updated analyses, but makes no guarantee that prior AI Output will remain available after re-analysis. Customer acknowledges that AI Output may change over time as Company improves its analytical capabilities, and that such changes are a core feature of the Service rather than a modification of Customer's property.

7.5 Company IP and Methodology

Company retains all right, title, and interest in and to: (a) the Service itself, including all source code, software, algorithms, and infrastructure; (b) all AI models, large language models, and machine learning systems used to generate AI Output; (c) all scoring methodologies, evaluation frameworks, and analytical approaches; (d) all trademarks, service marks, logos, and brand elements; (e) all documentation, manuals, and training materials; and (f) all improvements, modifications, and derivative works of the above. Customer acquires no rights to any of Company's intellectual property except the limited license to use the Service as expressly provided in these Terms. Customer may not reverse engineer, decompile, disassemble, or attempt to derive the underlying source code, algorithms, or methodologies of the Service.

7.6 Feedback License

If Customer provides any Feedback regarding the Service, Customer grants Company a worldwide, royalty-free, perpetual, irrevocable license to use, modify, and incorporate such Feedback into the Service and Company's products and services without any obligation to compensate Customer or provide attribution. Customer waives any moral rights in any Feedback provided to Company.

7.7 Testimonials and Marketing Use

Customer grants Company the right to identify Customer as a user of the Service and to use Customer's name, logo, and trademarks on Company's website, marketing materials, and customer lists. If Customer provides a testimonial, case study, quote, or endorsement (whether solicited or unsolicited, and whether provided via email, the Service, social media, or any other channel), Customer grants Company a worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, edit, excerpt, and display such testimonial in any medium for marketing, promotional, and advertising purposes. Company may attribute such testimonials to Customer by name and organization unless Customer requests otherwise. Customer may revoke this marketing license at any time by providing written notice to Company at the contact information in Section 21, and Company will remove Customer's name, logo, and testimonials from future marketing materials within thirty (30) days of receiving such notice; provided, however, that Company shall not be required to recall or modify materials already distributed or published prior to such notice.

8. Data Retention and Deletion

8.1 Data Retention During Service Use

While Customer's account is active and in good standing, Company will retain Customer Data in accordance with Company's then-current data retention schedule, which may vary by data category. Different categories of Customer Data may have different retention periods. For example, raw audio recordings and transcripts may be retained for a shorter period than AI Output and derived analytics. Company reserves the right to implement, modify, and enforce automatic data lifecycle policies — including automatic deletion of certain categories of Customer Data after a defined retention period — at any time in accordance with Company's then-current data retention policy. Customer's continued use of the Service constitutes acceptance of the then-current retention periods. Company will maintain AI Output and derived analytics for at least as long as the underlying meeting metadata is retained, even if source recordings or transcripts are deleted earlier pursuant to a data lifecycle policy. Customer is responsible for exporting or downloading any Customer Data it wishes to preserve prior to the expiration of the applicable retention period.

8.2 Data Deletion Upon Termination

Upon termination or expiration of Customer's account (whether initiated by Customer or Company), Company will delete all Customer Data within ninety (90) calendar days, except as required by law or except where Company retains the right to retain aggregated, anonymized data as described in Section 7.3. Customer may request earlier deletion of Customer Data by contacting Company as provided in Section 21. Company will use commercially reasonable efforts to comply with early deletion requests within 30 days.

8.3 Individual Meeting Deletion

Customer may delete individual meetings and associated Customer Data at any time through the Service interface or by requesting deletion from Company. Company will delete the requested meeting data within thirty (30) days of the deletion request. Deleted data cannot be recovered.

8.4 Backup and Restoration

Company maintains backup copies of Customer Data for disaster recovery and business continuity purposes. These backup copies may persist for up to thirty (30) days after deletion and may not be immediately deleted. Company makes no warranty that backup data can be restored upon request and shall have no liability for the inability to restore backup data.

8.5 Legally Required Retention

Notwithstanding the foregoing, Company may retain Customer Data to the extent required by applicable law, court order, regulatory requirement, or valid legal process. Company will provide Customer with notice of any such legally required retention to the extent permitted by law.

9. Acceptable Use Policy

9.1 Prohibited Conduct

Customer agrees that it shall not, and shall not permit any Authorized User to, use the Service in any manner that:

• violates any federal, state, local, or international law, regulation, or ordinance;
• infringes upon or violates the intellectual property rights of Company or any third party;
• constitutes harassment, abuse, or threatening conduct toward any individual;
• involves defamatory, libelous, slanderous, or otherwise harmful content;
• involves unauthorized access, hacking, or attempts to compromise the security of the Service;
• attempts to circumvent or disable any security feature or access control;
• involves uploading, transmitting, or distributing malware, viruses, or other malicious code;
• involves scraping, crawling, or automated collection of data from the Service without authorization;
• involves reverse engineering, decompiling, or attempting to derive the underlying source code or algorithms;
• constitutes spam, unsolicited communications, or bulk messaging;
• interferes with or disrupts the functionality of the Service or Company's infrastructure;
• involves recording, monitoring, or transmitting any content without appropriate consent;
• violates the privacy or confidentiality of any third party;
• involves impersonation or misrepresentation of identity;
• involves any other conduct that Company reasonably determines to be harmful, unethical, or contrary to the purposes of the Service.

9.2 Content Restrictions

Customer shall not upload, store, or transmit any Customer Data that: (a) is false, fraudulent, or misleading; (b) infringes or violates intellectual property rights; (c) is obscene, explicit, or pornographic; (d) promotes violence or illegal activity; (e) contains personal identifying information of third parties without consent; (f) contains malware or dangerous code; or (g) is otherwise inappropriate or potentially harmful.

9.3 Company's Right to Monitor and Enforce

Company reserves the right, but does not undertake any obligation, to monitor Customer's use of the Service for compliance with these Terms. Company may investigate any suspected violation and may take any action Company deems appropriate in its sole discretion, including suspending or terminating Customer's account, deleting content, or reporting conduct to law enforcement authorities. Company may also require Customer to provide additional information regarding Customer Data or suspected violations.

9.4 Cooperation with Authorities

Customer acknowledges that Company may be required by law to disclose Customer Data or information about Customer's use of the Service in response to legal process, court orders, or regulatory demands. Company may comply with such demands without providing advance notice to Customer.

10. Subscription and Payment

10.1 Subscription Model

The Service is offered on a subscription basis. Applicable fees, subscription tiers, features, and billing cycles are available on Company's official website or will be communicated to Customer directly. Company reserves the right to modify its pricing at any time; any changes to fees applicable to Customer's then-current subscription will take effect at the start of Customer's next billing cycle. Customer's subscription grants Authorized Users access to the Service for the duration of the subscription period.

10.2 Billing and Payment

Customer agrees to provide accurate billing information and payment methods to Company. Company will bill Customer for subscription fees according to the chosen billing cycle (monthly, annual, or other periods as offered). Customer is responsible for ensuring that payment methods remain valid and current. If a payment fails, Company may suspend Customer's access to the Service until payment is received.

10.3 Automatic Renewal

Subscriptions may be configured to automatically renew at the end of each billing cycle unless Customer cancels the subscription. Customer is responsible for managing subscription settings and cancellation through the Service interface or by contacting Company. Cancellation must be submitted before the renewal date to prevent billing for the next period.

10.4 Refund Policy

Company will evaluate refund requests on a case-by-case basis. Generally, refunds are not available for subscription fees once billed. However, if Company determines that a refund is warranted due to service failures, billing errors, or other circumstances, Company may, at its sole discretion, issue a refund or credit. Any refund will be applied to the original payment method and may take 5-10 business days to process.

10.5 Price Changes

Company may modify subscription pricing at any time. Price changes will take effect at the start of Customer's next billing cycle. Customer may cancel the subscription if unwilling to accept the new pricing. Continued use of the Service after a price change constitutes acceptance of the new pricing.

10.6 Usage Limits

Certain subscription tiers may impose limits on usage, such as maximum monthly minutes of meeting analysis, number of team members, or number of meetings that can be analyzed. Customer is responsible for monitoring usage and ensuring that usage does not exceed the limits of Customer's subscription tier. Company may restrict or suspend access if Customer exceeds usage limits.

11. Intellectual Property Rights

11.1 Company's IP

Company retains all right, title, and interest in and to the Service, including all software, code, algorithms, designs, graphics, trademarks, service marks, logos, documentation, and other intellectual property elements. These Terms grant Customer only a limited, non-exclusive, revocable license to use the Service for Customer's internal business purposes. No ownership interest in the Service or any of Company's intellectual property is transferred to Customer.

11.2 Trademark License

Customer may use Company's name and logo only to the extent necessary to identify the Service when using it and only in accordance with Company's brand guidelines. Customer may not use Company's trademarks for any other purpose without Company's prior written consent. Customer shall not register or attempt to register any of Company's trademarks, service marks, or similar branding elements.

11.3 Restrictions on Use

Except as expressly authorized in these Terms, Customer shall not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms; (c) rent, lease, loan, or otherwise transfer rights to the Service; (d) remove, alter, or obscure any copyright notices, proprietary legends, or other identifying marks; (e) use the Service to develop competing products; or (f) use the Service in any way not expressly permitted by these Terms.

11.4 Third-Party Content

The Service may include or reference third-party content, services, or technologies. Use of any third-party content is governed by the applicable third-party license terms. Company disclaims any liability for third-party content or services.

12. Confidentiality and Security

12.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with these Terms, including business plans, technical information, customer lists, pricing information, algorithms, source code, and other sensitive information marked as confidential or that would reasonably be understood to be confidential.

12.2 Obligations of Receiving Party

The Receiving Party agrees to: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care; (b) limit access to Confidential Information only to employees or agents who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely for the purposes authorized under these Terms.

12.3 Exceptions

The confidentiality obligations set forth in this Section do not apply to Confidential Information that: (a) is or becomes publicly available through no breach of these Terms; (b) is rightfully received by the Receiving Party from a third party without confidentiality obligations; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory requirement, provided that the Receiving Party gives prompt notice to the Disclosing Party (to the extent legally permitted) to allow the Disclosing Party to seek protective measures.

12.4 Security Measures

Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Company's security practices are described in Company's security documentation, which may be updated from time to time.

12.5 Security Incident Notification

In the event of a confirmed unauthorized access to or disclosure of Customer Data, Company will provide notification to affected Customers as required by applicable law.

12.6 Responsible Disclosure

If Customer or any third party discovers a security vulnerability in the Service, Customer agrees to report such vulnerability to Company promptly at security@tentenor.com and to refrain from publicly disclosing the vulnerability until Company has had a reasonable opportunity to investigate and remediate it. Company will acknowledge receipt of vulnerability reports and will use commercially reasonable efforts to address confirmed vulnerabilities in a timely manner.

13. Limitation of Liability

13.1 Cap on Liability

EXCEPT AS PROVIDED IN SECTION 13.3, IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CUSTOMER'S USE OF THE SERVICE EXCEED THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIABILITY CAP APPLIES TO ALL CLAIMS AND DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

13.2 Exclusion of Damages

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

13.3 Exceptions to Liability Cap

The liability limitations in Sections 13.1 and 13.2 shall not apply to: (a) Company's indemnification obligations under Section 14; (b) either party's breach of confidentiality obligations under Section 12; (c) either party's infringement of intellectual property rights; (d) either party's willful misconduct or gross negligence; (e) claims that cannot be limited or excluded under applicable law; or (f) Customer's liability as described in Section 14.1.

14. Indemnification

14.1 Customer's Indemnification of Company

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and representatives (collectively, the "Company Indemnitees") from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Customer's violation of any applicable law or regulation; (b) Customer's recording, uploading, or use of any meeting in violation of applicable recording consent laws or privacy laws; (c) Customer Data, including any infringement or violation of third-party rights by Customer Data; (d) Authorized Users' use of the Service; (e) Customer's breach of these Terms; (f) any harm to third parties resulting from Customer's use of the Service; or (g) any claims that Customer Data infringes or violates any third-party intellectual property rights.

14.2 Company's Indemnification of Customer

Company shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, and representatives from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Service or any component thereof infringing or violating any third-party intellectual property rights; or (b) Company's breach of these Terms. Company's obligations under this Section shall not apply to the extent any claim results from Customer's modification of the Service, combination of the Service with other products or services, or use of the Service in a manner not authorized by Company.

14.3 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of defense and settlement of the claim (provided that no settlement shall be made without the indemnified party's consent, not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense of the claim at the indemnifying party's expense. The indemnified party's failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced.

15. Warranty Disclaimer

15.1 As-Is Service

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTIES OF NON-INFRINGEMENT; (D) WARRANTIES OF ACCURACY, RELIABILITY, OR COMPLETENESS; (E) WARRANTIES OF TITLE; AND (F) ANY OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, COMMON LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.

15.2 No Warranty of AI Output

COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, USEFULNESS, COMPLETENESS, OR RELIABILITY OF ANY AI OUTPUT. AI OUTPUT IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. CUSTOMER ASSUMES ALL RISKS AND RESPONSIBILITIES ASSOCIATED WITH THE USE OF AI OUTPUT.

15.3 No Warranty of Availability

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR MALICIOUS CODE. COMPANY DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE WILL MEET ANY PARTICULAR REQUIREMENTS.

15.4 Disclaimer of Third-Party Services

COMPANY DISCLAIMS ALL WARRANTIES REGARDING THIRD-PARTY SERVICES USED IN CONNECTION WITH THE SERVICE, INCLUDING TRANSCRIPTION SERVICES, CALENDAR INTEGRATIONS, AND AI PROCESSING SERVICES. COMPANY IS NOT RESPONSIBLE FOR THE PERFORMANCE, ACCURACY, OR RELIABILITY OF THESE THIRD-PARTY SERVICES.

16. Term and Termination

16.1 Term

These Terms commence on the date Customer first accesses the Service and continue until terminated by either party in accordance with this Section.

16.2 Termination by Customer

Customer may terminate these Terms and the subscription at any time by: (a) canceling the subscription through the Service interface; or (b) sending written notice of termination to Company at the address provided in Section 21. Termination shall become effective at the end of the then-current billing period. Customer remains responsible for all fees through the end of the billing period in which termination is requested, and no prorated refunds will be issued for any unused portion of the billing period.

16.3 Termination by Company

Company may suspend or terminate these Terms or Customer's account at any time, for any reason or no reason, with or without notice, in Company's sole discretion.

16.4 Effect of Termination

Upon termination of these Terms: (a) Customer's right to use the Service immediately ceases; (b) all obligations to make payments continue until the end of the current billing period, except in cases of termination by Company for cause; (c) Company will delete Customer Data within ninety (90) days as described in Section 8, except that Company may retain (i) aggregated, anonymized, and de-identified data as described in Section 7.3, (ii) AI Output as described in Section 7.4, and (iii) any data required to be retained by applicable law; and (d) any provisions of these Terms that are intended to survive termination shall survive.

16.5 Survival

The following provisions shall survive termination of these Terms: Sections 2 (Definitions), 5 (Meeting Recording and Transcription), 6 (AI-Generated Content), 7 (Data Ownership and License), 8 (Data Retention and Deletion), 9 (Acceptable Use Policy), 11 (Intellectual Property Rights), 12 (Confidentiality), 13 (Limitation of Liability), 14 (Indemnification), 15 (Warranty Disclaimer), 18 (Governing Law and Dispute Resolution), 19 (Force Majeure), and 20 (General Provisions).

17. Modifications to Terms

17.1 Right to Modify

Company reserves the right to modify these Terms at any time, with or without notice. Updated Terms will be posted on the Service and the "Last Updated" date at the top of these Terms will be revised accordingly. Customer's continued use of the Service after any modification constitutes acceptance of the modified Terms.

17.2 Termination Right

If Customer does not agree with any modification to these Terms, Customer's sole remedy is to terminate the subscription in accordance with Section 16.2. Continued use of the Service following any modification constitutes acceptance of the modified Terms.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

18.2 Jurisdiction and Venue

Each party hereby consents to the exclusive jurisdiction and venue of the federal and state courts located in New Castle County, Delaware, and waives any objection to jurisdiction or venue. Each party agrees that any lawsuit or legal proceeding arising out of these Terms shall be brought exclusively in these courts.

18.3 Arbitration (Optional Framework)

Notwithstanding Section 18.2, the parties may mutually agree to resolve any dispute through binding arbitration under the rules of the American Arbitration Association (AAA). If either party elects arbitration, the dispute shall be resolved by a single arbitrator in Wilmington, Delaware. Arbitration fees shall be shared equally by the parties unless the arbitrator determines otherwise. The arbitrator's decision shall be final and binding.

18.4 Small Claims Exception

Either party may pursue claims in small claims court if the dispute qualifies under that court's jurisdiction and rules, notwithstanding Sections 18.2 or 18.3.

18.5 Class Action Waiver

EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY.

18.6 Injunctive Relief

Notwithstanding any other provision in these Terms, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent irreparable harm or to enforce intellectual property rights, without first pursuing arbitration or other dispute resolution procedures.

19. Force Majeure

19.1 Force Majeure Events

Neither party shall be liable for any failure or delay in performing its obligations under these Terms that results from events beyond the reasonable control of that party, including but not limited to: acts of God (earthquakes, floods, extreme weather); war, terrorism, or civil unrest; pandemics or epidemics; government actions or regulations; strikes or labor disputes; or failure of internet infrastructure or utilities. Such events are referred to herein as "Force Majeure Events."

19.2 Mitigation Obligations

If a Force Majeure Event occurs, the affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance of its obligations. The affected party shall not be required to settle any labor disputes or agree to any terms deemed unreasonable by the affected party.

19.3 Termination Right

If a Force Majeure Event prevents either party from performing for more than sixty (60) consecutive days, the other party may terminate these Terms upon written notice.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between Customer and Company regarding the subject matter and supersede all prior agreements, understandings, and communications, whether written or oral.

20.2 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

20.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed. The remaining provisions shall continue in full force and effect.

20.4 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Company. Any attempted assignment without consent shall be void. Company may assign these Terms or any rights hereunder to any subsidiary, affiliate, or successor entity without consent. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

20.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on behalf of the other.

20.6 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and PDF signatures shall have the same force and effect as original signatures.

20.7 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

20.8 Construction

These Terms shall not be construed against either party based on which party drafted them. The language shall be construed fairly according to its terms and not strictly for or against either party.

20.9 Notices

Any notice required under these Terms shall be in writing and shall be deemed given when: (a) delivered in person; (b) sent by email (if to Company, at legal@tentenor.com); (c) sent by overnight courier service (such as FedEx); or (d) sent by certified mail, return receipt requested, to the address of the other party. Either party may update its notice address by providing written notice to the other party.

21. Contact Information

If you have any questions regarding these Terms of Use or wish to contact Company regarding these Terms, your account, data deletion requests, or legal matters, please send written correspondence to:

Customer may also contact us regarding account issues, support requests, or service-related inquiries through the contact mechanisms provided within the Service interface.