These Terms of Service (the "Terms"), along with any ordering document, statement of work, or subscription agreement that references these Terms (an "Order Form"), constitute a single agreement (the "Agreement") between Tembo Data Systems, Inc., a Delaware corporation located at 2900 Reading Road, Suite 310, Cincinnati, Ohio 45209 ("Tembo", "Company", "we", "us", or "our") and the entity or person accessing or using our Service ("Customer", "you", or "your"). Each party is referred to as a "party", and collectively as the "parties".
By signing or submitting an Order Form, creating an account, or by accessing or using our Service, you agree to be bound by this Agreement. If you do not agree with these Terms, you are prohibited from using or accessing the Service.
Tembo provides an AI coding agent platform that includes autonomous background agents for software development tasks, including Tembo Studio, Tembo Platform, and related tools and services (collectively, the "Service"). The specific features, usage limits, and subscription details are set forth in the applicable Order Form.
We may change, add, modify, or remove features or functionality of the Service at any time. The Terms will apply to any changed version of the Service. We will provide reasonable notice for material changes that adversely affect your use of the Service.
During the Subscription Period and subject to the terms of this Agreement, Customer may access and use the Service for its internal business purposes in accordance with the Documentation and usage limitations specified in the Order Form.
Customer is responsible for all activities under User accounts and for Users' compliance with this Agreement. Customer must protect the confidentiality of passwords and credentials and promptly notify us of any suspected unauthorized access.
The Service is available on a subscription basis as specified in the Order Form, including the number of licenses, agents, or usage credits allocated to Customer.
Customer will pay the fees specified in the Order Form ("Fees"). Unless otherwise specified, all Fees are in U.S. Dollars, are due in advance, and are non-refundable except as expressly provided in this Agreement.
Payment terms are as specified in the Order Form. For invoiced amounts, payment is due within thirty (30) days of invoice date unless otherwise specified. Late payments will accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.
Fees are exclusive of all taxes. Customer is responsible for all sales, use, GST, VAT, and other taxes (excluding taxes on our net income). If we are required to collect such taxes, they will be invoiced to Customer.
If Customer exceeds the usage limits in the Order Form, we may charge for overages at the rates specified in the Order Form or suspend access until Customer purchases additional capacity.
This Agreement begins on the Order Date and continues for the initial term specified in the Order Form ("Initial Term"), and will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Either party may terminate this Agreement immediately upon written notice if the other party:
a) Materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice;
b) Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings that are not dismissed within sixty (60) days.
Upon termination:
a) Customer's access to the Service will cease immediately;
b) Customer must pay all outstanding Fees;
c) Upon request, each party will return or destroy the other party's Confidential Information;
d) We will make Customer Data available for download for thirty (30) days, after which it may be deleted.
Customer will not, and will not permit any third party to:
a) Reverse engineer, decompile, or attempt to discover the source code of the Service;
b) Modify, create derivative works, or copy the Service;
c) Resell, sublicense, or transfer the Service to any third party;
d) Use the Service for any unlawful purpose or in violation of any applicable laws;
e) Interfere with or disrupt the Service or servers or networks;
f) Use the Service to develop a competitive product or service;
g) Attempt to gain unauthorized access to any portion of the Service;
h) Remove any proprietary notices or labels;
i) Use the Service with High Risk Activities;
j) Submit any content that infringes third-party rights.
We may suspend Customer's access if Customer: (a) has overdue undisputed amounts for more than 30 days; (b) breaches Section 4.1; or (c) uses the Service in a way that could harm the Service or other users. We will provide notice when practicable.
Customer retains all rights in data, code, and content submitted to the Service ("Customer Data"). Customer grants us a limited license to use Customer Data solely to provide the Service and as described in this Agreement.
We may collect and use aggregated, anonymized usage data and telemetry to improve the Service and for our business purposes. Such data will not identify Customer or any individual user.
We will maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or disclosure.
To the extent we process personal data on Customer's behalf, we will do so in accordance with applicable data protection laws and any applicable Data Processing Addendum.
"Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential, including this Agreement, technical information, and business information.
Each party will: (a) protect the other party's Confidential Information using at least the same care it uses for its own confidential information but no less than reasonable care; (b) not disclose Confidential Information except to employees and contractors with a need to know; and (c) use Confidential Information only to fulfill its obligations under this Agreement.
Confidential Information excludes information that: (a) is or becomes public through no breach by the receiving party; (b) was rightfully known by the receiving party without confidentiality obligations; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.
These obligations survive termination for five (5) years, except for trade secrets which survive indefinitely.
We retain all rights, title, and interest in the Service, including all software, algorithms, models, and Documentation. This Agreement grants Customer only the limited right to use the Service as described herein.
Customer retains all rights in Customer Data and any applications or code Customer develops using the Service, excluding any Tembo IP incorporated therein.
Customer may provide suggestions or feedback about the Service ("Feedback"). Customer grants us an unlimited, irrevocable, perpetual, royalty-free license to use any Feedback for any purpose without obligation to Customer.
Each party represents and warrants that: (a) it has the legal power to enter into this Agreement; (b) it will comply with all applicable laws in performing under this Agreement; and (c) it will not transmit any viruses or malicious code.
Customer represents that it has all necessary rights to provide Customer Data to the Service and that Customer Data does not violate any third-party rights or applicable laws.
We warrant that the Service will perform materially in accordance with the Documentation. For any breach of this warranty, Customer's exclusive remedy is as set forth in the termination provisions.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We will defend, indemnify, and hold harmless Customer from third-party claims that the Service infringes any patent, copyright, or trademark, and will pay any resulting damages or settlement amounts. This obligation does not apply if the claim results from: (a) Customer's modification of the Service; (b) use of the Service in violation of this Agreement; or (c) use of the Service with third-party products.
Customer will defend, indemnify, and hold harmless Tembo from third-party claims arising from: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or applicable laws; or (c) Customer's use of the Service with third-party products.
The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) provide reasonable cooperation; and (c) allow the indemnifying party sole control of the defense and settlement.
Except for excluded claims, each party's total liability arising from this Agreement will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.
Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, or data, even if informed of the possibility.
Sections 10.1 and 10.2 do not apply to: (a) breach of confidentiality obligations; (b) indemnification obligations; (c) Customer's breach of Section 4.1; or (d) either party's gross negligence or willful misconduct.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. Terms in any Customer purchase order are excluded.
This Agreement may only be modified by written agreement signed by both parties, except we may update these Terms upon 30 days' notice for new Order Forms.
Neither party may assign this Agreement without the other party's consent, except either party may assign to an acquirer of substantially all its assets or business.
This Agreement is governed by Delaware law, without regard to conflicts of law principles. The parties consent to exclusive jurisdiction in the state and federal courts of Delaware.
Notices must be in writing to the addresses specified in the Order Form. Email notice is effective upon confirmation of receipt.
Neither party is liable for delays due to events beyond its reasonable control, except payment obligations.
If any provision is unenforceable, the remainder of the Agreement continues in effect.
Customer will comply with all applicable export control laws and regulations.
We may identify Customer as a customer and use Customer's name and logo in marketing materials.
Provisions that by their nature should survive termination will survive, including confidentiality, indemnification, limitation of liability, and general terms.
We may provide implementation, consulting, training, custom development, or other professional services ("Professional Services") as specified in an Order Form or Statement of Work ("SOW"). Professional Services are separate from the Service and subject to the additional terms in this section.
We will perform Professional Services in a professional and workmanlike manner consistent with industry standards. We may use employees, contractors, or subcontractors to perform Professional Services, and we remain responsible for their performance.
Customer will: (a) provide timely access to personnel, systems, and information reasonably required for Professional Services; (b) assign a project coordinator to serve as primary contact; and (c) make timely decisions and approvals. Delays caused by Customer may result in additional charges and adjusted timelines.
Any deliverables, custom code, or work product created during Professional Services ("Deliverables") will be specified in the applicable Order Form or SOW. Unless otherwise agreed in writing:
a) We retain all rights in our pre-existing IP and any improvements thereto;
b) Customer owns custom Deliverables created exclusively for Customer, subject to our retention of underlying Tembo IP;
c) We may use general knowledge, skills, and experience gained during Professional Services.
If Customer purchases Tembo Flex on-demand developer services: (a) hours are provided on an as-available basis; (b) unused hours expire monthly unless otherwise specified; (c) work is performed remotely; and (d) Customer retains ownership of code developed, excluding Tembo IP.
Changes to Professional Services scope require written approval from both parties and may result in additional fees and timeline adjustments.
We warrant that Professional Services will be performed in a professional manner consistent with industry standards. For any breach of this warranty, we will re-perform the non-conforming services at no additional charge. This re-performance is Customer's exclusive remedy for Professional Services warranty claims.
"Customer Data" means data, code, and content submitted by Customer to the Service.
"Deliverables" means any work product, custom code, or materials created during Professional Services.
"Documentation" means the user guides and technical documentation we make available for the Service.
"High Risk Activities" means uses where failure could cause death, bodily injury, or environmental damage.
"Order Date" means the date of the applicable Order Form.
"Order Form" means an ordering document or subscription agreement that references these Terms.
"Professional Services" means implementation, consulting, training, custom development, or other services beyond the standard Service.
"Service" means Tembo's AI coding agent platform and related services.
"SOW" or "Statement of Work" means a document describing specific Professional Services to be performed.
"Subscription Period" means the term specified in the applicable Order Form.
"Tembo Flex" means Tembo's on-demand developer services offering.
"User" means an individual who accesses the Service on Customer's behalf.
