Terms of Service
1. Introduction
Tesoract is a cloud-based strategy execution platform designed to help teams align, track and achieve their strategies effectively. The Product is offered solely for commercial and business use. By accepting this Agreement, Customer represents that it is entering into this Agreement for business purposes and not as a consumer.
2. Service
2.1 Access & Use
During the subscription period and subject to the terms of this Agreement, Tesoract grants customer (a) limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the cloud service; and (b) copy and use the included software and documentation only as needed to access and use the cloud service, in each case, for its internal business purposes. Customer’s Affiliates may not access or use the Product unless such Affiliate enters into a separate Order Form or agreement with Tesoract. Any such agreement will be separate and independent, and Customer will have no responsibility or liability for an Affiliate’s agreement with Tesoract, and vice versa.
2.2 Support
During the subscription period, Tesoract will provide technical support for the service via email at support@tesoract.com or through our support page athttps://www.tesoract.com/support. Support inquiries are generally responded to within a reasonable timeframe during regular business hours. Any onboarding or implementation assistance will be provided on a case-by-case basis and may incur an additional fee. Tesoract does not guarantee response times or resolution times, and no service level agreement applies unless expressly agreed in writing.
2.3 Professional Services
Tesoract may offer optional professional services designed to complement the use of the Service, including management consulting, strategic planning, OKR and project setup, and guidance on implementing organizational practices for sustained adoption.
These services are provided on a case-by-case basis, with scope, deliverables, timelines, and fees agreed upon in advance. While Tesoract applies its professional expertise to provide actionable guidance, it does not guarantee specific business outcomes or results. Engagement in these professional services is voluntary and separate from your standard subscription. Professional Services are advisory in nature only. Tesoract does not provide legal, financial, accounting, tax, human resources, or regulatory advice, and Customer remains solely responsible for all business decisions and actions taken based on the Professional Services. Nothing in this Agreement creates a fiduciary relationship between the parties.
2.4 User Accounts
Only individuals expressly authorized by Customer may access or use the Product as Users. Customer is responsible for all actions on users’ accounts and for all users’ compliance with this agreement. Customer and users must protect the confidentiality of their passwords and login credentials as applicable. Customer will promptly notify Tesoract if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
2.5 Feedback and Usage Data
Customer may, but is not required to, give Tesoract feedback, in which case customer gives feedback “AS IS”. Tesoract may use all feedback freely without any restriction or obligation. In addition, Tesoract may collect and analyze usage data, and Tesoract may freely use usage data to maintain, improve, enhance, and promote Tesoract's products and services without restriction or obligation. However, Tesoract may only disclose usage data to others if the usage data is aggregated and does not identify customer or users. Usage Data does not include Personal Data unless such Personal Data is processed in accordance with Applicable Data Protection Laws.
2.6 Customer Content
Tesoract may copy, display, modify, and use customer content only as needed to provide and maintain the product and related offerings. Customer is responsible for the accuracy and content of customer content. Customer represents and warrants that Customer Content does not violate Applicable Laws or infringe, misappropriate, or otherwise violate any third-party rights.
2.7 Artificial Intelligence
Usage data and customer content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Tesoract's products and services, including third-party components of the Product, and customer authorizes Tesoract to process its usage data and customer content for such purposes. However, (a) Usage data and customer content must be aggregated before it can be used for these purposes, and (b)Tesoract will use commercially reasonable efforts consistent with industry standard technology to de-identify usage data and customer content before such use. Nothing in this section will reduce or limit Tesoract's obligations regarding personal data that may be contained in usage data or customer content under applicable data protection laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
3. Restrictions &Obligations
3.1 Restrictions on Customer
(a) Except as expressly permitted by this agreement, customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent applicable laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any high risk activities or with any activity prohibited by applicable laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the product any customer content to which customer and users do not have the proper rights.
(b) Use of the Product must comply with all documentation and use limitations.
3.2 Suspension
If customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches section 3.1 (Restrictions on Customer); or (c) uses the product in violation of the agreement or in a way that materially and negatively impacts the product or others, then Tesoract may temporarily suspend customer’s access to the Product with or without notice. However, Tesoract will try to inform customer before suspending customer’s account when practical. Tesoract will reinstate customer’s access to the Product only if customer resolves the underlying issue.
4. Privacy & Security
4.1 Personal Data
Each party will comply with Applicable Data Protection Laws, including PIPEDA and applicable U.S. state privacy laws, in connection with any Personal Data processed under this Agreement. Tesoract processes Personal Data solely to provide and improve the Product, perform its obligations under this Agreement, and as otherwise permitted by Applicable Laws. Where required by law, the parties will enter into a data processing agreement.
4.2 Prohibited Data
Customer will not (and will not allow anyone else to) submit prohibited data to the product unless authorized by specific addendums to this agreement.
5. Payment & Taxes
5.1 Fees
Unless the agreement or an addendum to the agreement specifies a different currency, all fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights given in the agreement, fees are non-refundable.
5.2 Invoicing
For a payment process with invoicing, Tesoract will send invoices for usage-based Fees in arrears and for all other Fees inadvance, in each case according to the payment process.
5.3 Automatic Payment
For a payment process with automatic payment, Tesoract will automatically charge the credit card, debit card, or other payment method on file for fees according to the payment process and customer authorizes all such charges. In this case, Tesoract will make a copy of customer's bills or transaction history available to customer.
5.4 Taxes
Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Tesoract itemizes and includes in an invoice. However, customer is not responsible for Tesoract's income taxes. Where applicable, Tesoract may charge and Customer will pay applicable Canadian federal and provincial sales taxes, including GST, HST, PST, or QST.
5.5 Payment
Customer will pay Tesoract fees and taxes in U.S. Dollars, unless the agreement or addendum to the agreement specifies a different currency, according to the payment process.
5.6 Payment Dispute
If customer has a good-faith disagreement about the fees charged or invoiced, customer must notify Tesoract about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 90 days. If no resolution is agreed, each party may pursue any remedies available under the agreement or applicable laws.
6. Term & Termination
6.1 Agreement
This Agreement becomes effective on the date (a) Customer first accepts it through Clickwrap Acceptance or (b) first accesses or uses the Services or (c) the Effective Date set out in an applicable Order Form, whichever occurs first regardless of the payment tier of the plan, and continue through the subscription period, and automatically renew for additional subscription periods unless one party gives notice of non-renewal to the other party before the non-renewal notice date.
6.2 Framework Terms
These framework terms will start on the Effective Date and continue for the longer of one year or until all subscriptions governed by the Framework Terms have ended.
6.3 Termination
Either party may terminate the Framework Terms or a subscription immediately:
(a) if the other party fails to cure a material breach of the Framework Terms following 30 days notice;
(b) upon notice if the other party (i) materially breaches the Framework Terms in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or(iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
6.4 Force Majeure
Either party may terminate an affected subscription upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Tesoract will pay to customer a prorated refund of any prepaid fees for the remainder of the subscription period. A Force Majeure Event does not excuse customer's obligation to pay fees accrued prior to termination.
6.5 Effect of Termination
Termination of the Framework Terms will automatically terminate all subscriptions governed by the Framework Terms. Upon any expiration or termination:
(a) Customer will no longer have any right to use the Product.
(b) Unless otherwise required by Applicable Laws, Tesoract will delete Customer Content within 60 days after termination or expiration of the applicable Subscription, subject to routine backup and archival retention.
(c) Each recipient will return or destroy Discloser’s Confidential Information in its possession or control.
(d) Tesoract will submit a final bill or invoice for all outstanding fees accrued before termination and customer will pay the invoice according to section 5 (Payment & Taxes).
6.6 Survival
(a) The following sections will survive expiration or termination of the agreement: Section 2.5 (Feedback and Usage Data), Section 2.7 (Artificial Intelligence), Section 3.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for fees accrued or payable before expiration or termination, Section 6.5 (Effect of Termination),Section 6.6 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation ofRights), Section 13 (General Terms), Section 14 (Definitions), and the portions of a cover page referenced by these sections.
(b) Each recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by applicable laws, in which case Section 4 (Privacy& Security) and Section 11 (Confidentiality) will continue to apply to retained confidential information.
7. Representations & Warranties
7.1 Mutual
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this agreement; (b) it is duly organized, validly existing, and in good standing under the applicable laws of the jurisdiction of its origin; and (c) it will comply with all applicable laws in performing its obligations or exercising its rights in this agreement.
7.2 From Customer
Customer represents and warrants that it, all users, and anyone submitting customer content each have and will continue to have all rights necessary to submit or make available customer content to the product and to allow the use of customer content as described in the agreement.
7.3 From Tesoract
Tesoract represents and warrants to customer that it will not materially reduce the general functionality of the cloud service during the subscription period.
7.4 Tesoract Warranty Remedy
If Tesoract breaches the warranty in Section 7.3 (Representations & Warranties from Tesoract), customer must give Tesoract notice (with enough detail for Tesoract to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Tesoract will attempt to restore the general functionality of the cloud service. If Tesoract cannot resolve the issue, customer may terminate the affected subscription and Tesoract will pay to customer a prorated refund of prepaid fees for the remainder of the subscription period. Tesoract’s restoration obligation, and customer’s termination right, are customer’s only remedies if Tesoract does not meet the warranty in Section 7.3 (Representations & Warranties from Tesoract).
8. Disclaimer of Warranties
8.1 Tesoract
Tesoract makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Tesoract. Except for the warranties in Section 7 (Representations & Warranties), Tesoract and customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by applicable laws.
9. Limitation of Liability
9.1 Liability Caps
(a) Except as provided in Section 9.4 (Exceptions), each party’s total cumulative liability for all claims arising out of or relating to this agreement will not be more than the general cap amount.
(b) If there are Increased claims, each party’s total cumulative liability for all increased claims arising out of or relating to this agreement will not be more than the increased cap amount.
9.2 Damages Waiver
Except as provided in Section 9.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this agreement, even if the party is informed of the possibility of this type of damage in advance.
9.3 Applicability
The limitations and waivers contained in Sections 9.1 (Liability Caps)and 9.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
9.4 Exceptions
The liability cap in Section 9.1(a) does not apply to any increased claims. Section 9.1 (Liability Caps) does not apply to any unlimited claims. Section 9.2 (Damages Waiver) does not apply to any increased claims or a breach of Section 11 (Confidentiality). Nothing in this agreement will limit, exclude, or restrict a party's liability to the extent prohibited by applicable laws.
10. Indemnification
10.1 Protection by Tesoract
Tesoract will indemnify, defend, and hold harmless customer from and against all Tesoract covered claims made by someone other than customer, customer’s affiliates, or users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Tesoract covered claims.
10.2 Protection by Customer
Customer will indemnify, defend, and hold harmless Tesoract from and against all customer covered claims made by someone other than Tesoract or its affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the customer covered claims.
10.3 Procedure
The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the indemnifying party of each covered claim for which it seeks protection; (b) providing reasonable assistance to the indemnifying party at the indemnifying party’s expense; and (c) giving the indemnifying party sole control over the defense and settlement of each covered claim. A protected party may participate in a covered claim for which it seeks protection with its own attorneys only at its own expense. The indemnifying party may not agree to any settlement of a covered claim that contains an admission of fault or otherwise materially and adversely impacts the protected party without the prior written consent of the protected party.
10.4 Changes to Product
If required by settlement or court order, or if deemed reasonably necessary in response to a Tesoract covered claim, Tesoract may: (a) obtain the right for customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected subscription and issue a pro-rated refund of prepaid fees for the remainder of the subscription period.
10.5 Exclusions
(a) Tesoract's obligations as an indemnifying party will not apply to Tesoract covered claims that result from (i) modifications to the Product that were not authorized by Tesoract or that were made in compliance with customer’s instructions;(ii) unauthorized use of the Product, including use in violation of this agreement; (iii) use of the Product in combination with items not provided by Tesoract ;or (iv) use of an old version of the Product where a newer release would avoid the Tesoract covered claim.
(b) Customer’s obligations as an indemnifying party will not apply to customer covered claims that result from the unauthorized use of the customer content, including use in violation of this agreement.
10.6 Exclusive Remedy
This section 10 (Indemnification), together with any termination rights, describes each protected party’s exclusive remedy and each indemnifying party’s entire liability for a covered claim.
11. Confidentiality
11.1 Non-Use and Non-Disclosure
Except as otherwise authorized in the agreement or as needed to fulfill its obligations or exercise its rights under this agreement, recipient will not (a) use discloser’s confidential information; nor (b) disclose discloser’s confidential information to anyone else. In addition, recipient will protect discloser’s confidential information using at least the same protections recipient uses for its own similar information but no less than a reasonable standard of care.
11.2 Exclusions
Confidential information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by discloser; (b) is or becomes publicly known and generally available through no fault of recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to discloser’s confidential information.
11.3 Required Disclosures
Recipient may disclose discloser’s confidential information to the extent required by applicable laws if, unless prohibited by applicable laws, recipient provides discloser reasonable advance notice of the required disclosure and reasonably cooperates, at discloser’s expense, with discloser’s efforts to obtain confidential treatment for the confidential information.
11.4 Permitted Disclosures
Recipient may disclose discloser’s confidential information to users, employees, advisors, contractors, and representatives who each have a need to know the confidential information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this section 11 (Confidentiality) and recipient remains responsible for everyone’s compliance with the terms of this Section 11 (Confidentiality).
12. Reservation of Rights
Except for the limited license to copy and use software and documentation in Section 2.1 (Access and Use), Tesoract retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 2.6 (Customer Content) and 2.7 (Artificial Intelligence), customer retains all right, title, and interest in and to the customer content.
13. General Terms
13.1 Entire Agreement
This agreement is the only agreement between the parties about its subject and this agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Tesoract expressly rejects any terms included in customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any customer documentation or online vendor portal will apply to customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized representative of Tesoract, regardless of what such terms may say.
13.2 Modifications, Severability, and Waiver
Any waiver, modification, or change to the agreement must be in writing and signed or electronically accepted by each party. If any term of this agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this agreement will not constitute a waiver by that party of the term, option, or right.
13.3 Governing Law and Chosen Courts
The Laws of Ontario, Canada will govern all interpretations and disputes about this agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this agreement in the appropriate court located in Ontario, Canada and each party irrevocably submits to the exclusive jurisdiction of the appropriate courts located in Ontario, Canada.
13.4 Injunctive Relief
Despite Section 13.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 11 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
13.5 Non-Exhaustive Remedies
Except where the agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
13.6 Assignment
Neither party may assign any rights or obligations under this agreement without the prior written consent of the other party. However, either party may assign this agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this agreement relates. Any attempted but non-permitted assignment is void. This agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
13.7 Beta Products
If Tesoract gives customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 7.3 (Representations & Warranty From Tesoract) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Tesoract's discretion with or without notice.
13.8 Logo Rights
Tesoract may identify customer and use customer's name and logo in marketing to identify customer as a user of Tesoract's products and services.
13.9 Notices
Any notice, request, or approval under this Agreement must be in writing and may be provided electronically by email or through the Services, in which case notice will be deemed given when sent to the notice contact designated by the receiving party or the primary email address associated with the receiving party’s account. Notices may also be sent by registered or certified mail or by nationally recognized overnight courier to Tesoract at 1 King Street West, Suite 4800-70, Toronto, ON M5H 1A1, and will be deemed given upon confirmed delivery.
13.10 Independent Contractors
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
13.11 No Third-Party Beneficiary
There are no third-party beneficiaries of this agreement.
13.12 Force Majeure
Neither party will be liable for a delay or failure to perform its obligations of this agreement if caused by a Force Majeure Event. However, this section does not excuse customer’s obligations to pay fees.
13.13 Export Controls
Customer may not remove or export from the United States or allow the export or re-export of the product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer will also comply with applicable Canadian export control and economic sanctions laws administered by Global Affairs Canada. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Tesoract may terminate this agreement immediately without notice or liability to comply, as determined in Tesoract's sole discretion, with applicable export controls and sanctions laws and regulations.
13.14 Government Rights
The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section252.227-7014(a)(1) and (5). Any use, modification, reproduction, release,p erformance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this agreement and all other use is prohibited.
13.15 Anti-Bribery
Neither party will take any action that would be a violation of any applicable laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Tesoract or customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
13.16 Titles and Interpretation
Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
13.17 Electronic Acceptance. No Signature Required
This Agreement may be accepted electronically and does not require physical or electronic signatures to be legally binding. Any electronic or printed copy will be deemed an original and all copies taken together, constitute the same agreement.
14. Definitions
14.1 Defining Variables
Variables have the meanings or descriptions given on a cover page. However, if the Order Form and the governing Framework Terms omit or do not define a variable, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to that agreement.
14.2 Affiliate
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%)of the voting stock or other ownership interest.
14.3 Agreement
“Agreement” means these Framework Terms, together with any applicable Order Form or online acceptance flow, each as applicable, as accepted by Customer by executing an Order Form, clicking an “I Agree” (or similar) button, or otherwise accessing or using the Services.
14.4 Applicable Data Protection Laws
“Applicable Data Protection Laws” means the applicable laws that govern how the cloud service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
14.5 Applicable Laws
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Tesoract or customer.
14.6 Beta Product
“Beta Product” means an early or prerelease feature or version of the product that is identified as beta or similar, or a version of the product that is not generally available.
14.7 Cloud Service
“Cloud Service” means the product described in the subscription.
14.8 Confidential Information
“Confidential Information” means information in any form disclosed by or on behalf of a discloser, including before the effective date, to a recipient in connection with this agreement that (a) the discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this agreement and the information on each cover page. Customer’s confidential information includes non-public customer content and Tesoract's confidential information includes non-public information about the product.
14.9 Cover Page
“Cover Page” means a document that is signed or electronically accepted by the parties, incorporates these standard terms or is governed by the framework terms, and identifies Tesoract and customer. A cover page may include an Order Form, Key Terms, or both.
14.10 Covered Claim
“Covered Claim” means either a Tesoract covered claim or customer covered claim.
14.11 Customer Content
“Customer Content” means data, information, or materials submitted by or on behalf of customer or users to the Product but excludes feedback.
14.12 Discloser
“Discloser” means a party to this agreement when the party is providing or disclosing confidential information to the other party.
14.13 Documentation
“Documentation” means the usage manuals and instructional materials for the cloud service or software that are made available by Tesoract.
14.14 Embargoed Country
“Embargoed Country” means any country or region to or from where applicable laws generally restrict the export or import of goods, services, or money.
14.15 Feedback
“Feedback” means suggestions, feedback, or comments about the product or related offerings.
14.16 Fees
"Fees" means the applicable amounts described in an Order Form.
14.17 General Cap Amount
"General Cap Amount" means the total Fees paid or payable by Customer to Tesoract under the applicable Subscription during the twelve (12) months immediately preceding the event giving rise to the claim.
14.18 Increase Claim
“Increased Claim” means a claim arising out of or relating to: (a) a party’s breach of its confidentiality obligations under Section 11 (Confidentiality); or (b) a party’s indemnification obligations under Section 10 (Indemnification).
14.19 Increased Cap Amount
“Increased Cap Amount” means two (2) times the General Cap Amount.
14.20 Unlimited Claim
“Unlimited Claim” means a claim arising out of or relating to:(a) a party’s fraud or willful misconduct; or(b) liability that cannot be limited or excluded under Applicable Laws.
14.21 Force Majeure
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
14.22 Framework Terms
“Framework Terms” means these standard terms, the key terms between Tesoract and customer, and any policies and documents referenced in or attached to the key terms.
14.23 GDPR
“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal)Act of 2018 in the United Kingdom.
14.24 High Risk Activity
“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
14.25 Indemnifying Party
“Indemnifying Party” means a party to this agreement when the party is providing protection for a particular covered claim.
14.26 Key Terms
"Key Terms” means a cover page that includes the key legal details and variables for this agreement. The key terms may include details about covered claims, set the governing law, or contain other details about this agreement.
14.27 OFAC
"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
14.28 Order Form
Order Form” means (a) an ordering document or online order specifying the Services, Fees, and Subscription Term, including a pricing page, checkout page, or account configuration screen, that is accepted by Customer electronically, or (b) any mutually executed written order.
14.29 Personal Data
“Personal Data” will have the meaning(s)set forth in the applicable data protection laws for personal information, personal data, personally identifiable information, or other similar term.
14.30 Product
"Product” means the cloud service, software, and documentation.
14.31 Prohibited Data
“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the health insurance portability and accountability act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the applicable data protection laws.
14.32 Protected Party
“Protected Party” means a party to this agreement when the party is receiving the benefit of protection for a particular covered claim.
14.33 Recipient
“Recipient” means a party to this agreement when the party receives confidential information from the other party.
14.34 Software
“Software” means the client-side software or applications made available by Tesoract for customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
14.35 Usage Data
“Usage Data” means data and information about the provision, use, and performance of the product and related offerings based on customer’s or user’s use of the product.
14.36 User
“User” means any individual who uses the product on customer’s behalf or through customer’s account.
14.37 Variable
"Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.
