TensorScale AI Terms of Service

These Terms of Service (these "Terms") form a binding agreement between TensorScale AI, Inc., a Delaware corporation ("TensorScale," "we," "us," or "our") and the individual or entity that accesses or uses our websites, hosted model inference services, software, documentation, and related offerings, including tensorscale.io (collectively, the "Services"). "Customer," "you," and "your" mean the person or entity using the Services. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity.

By creating an account, accessing or using the Services, placing an order, or clicking to accept these Terms, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. Definitions

"Acceptable Use Policy" means TensorScale's Acceptable Use Policy, as posted at https://www.tensorscale.io/aup.html (or a successor URL) and updated from time to time.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized User" means an employee, contractor, agent, or other individual whom Customer authorizes to access or use the Services on Customer's behalf.

"Base Model" means a pre-trained artificial intelligence model made available through the Services for inference, generation, evaluation, fine-tuning, or related functionality.

"Customer Application" means any product, application, website, workflow, or service that Customer builds, operates, or makes available using the Services.

"Customer Content" means Inputs, Fine-Tuning Data, files, datasets, code, prompts, text, images, audio, video, and other content or data that Customer, Authorized Users, or End Users submit to the Services, excluding Usage Data.

"Documentation" means the technical, product, and operational documentation that TensorScale makes available for the Services.

"End User" means a third party that accesses or uses a Customer Application or otherwise receives functionality or Outputs enabled by Customer's use of the Services.

"Fees" means the amounts payable for access to or use of the Services, as stated on TensorScale's website, in the Services, in an order form, or in another written agreement between the parties.

"Fine-Tuned Model" means a model artifact or configuration produced by fine-tuning, adapting, or customizing a Base Model using Fine-Tuning Data through the Services.

"Fine-Tuning Data" means datasets, labels, prompts, examples, evaluation sets, files, or other materials Customer provides for model customization, tuning, evaluation, or similar workflows.

"Inputs" means prompts, instructions, files, text, images, audio, video, code, data, parameters, or other materials submitted to the Services for processing.

"Intellectual Property Rights" means all worldwide rights in patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, database rights, and other intellectual or proprietary rights, whether registered or unregistered.

"Open Source Model" means a Base Model made available under an open-source, source-available, community, research, or similar public license. TensorScale hosts and serves Open Source Models on infrastructure it operates or controls; unless expressly stated in a written agreement, the Services are not an API forwarding or pass-through service to third-party model-provider APIs.

"Outputs" means text, code, images, audio, video, embeddings, classifications, scores, model responses, or other content generated or returned by the Services in response to Inputs.

"Usage Data" means technical, operational, billing, security, telemetry, and analytics data about use of the Services, such as model identifiers, request identifiers, timestamps, latency, error logs, compute time, token counts, resource consumption, and account metadata, excluding Customer Content.

2. Eligibility and Accounts

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, to use the Services. You must provide accurate, current, and complete account information and keep that information up to date.

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account, including activity by Authorized Users and End Users. You will promptly notify TensorScale at legal@tensorscale.io if you become aware of unauthorized access to your account or the Services.

You may not share credentials with unauthorized persons, create accounts using false information, evade suspensions or restrictions, or resell, lease, or transfer account access except as expressly permitted in these Terms or a written agreement with TensorScale.

3. The Services

3.1 Access Rights

Subject to your compliance with these Terms and payment of applicable Fees, TensorScale grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services for your internal business or personal purposes and to build Customer Applications, in each case in accordance with the Documentation and these Terms.

3.2 Hosted Open-Source Model Inference

TensorScale provides hosted inference and related model services based on models that TensorScale hosts on infrastructure it operates or controls, including Open Source Models. TensorScale does not, by default, forward your Inputs to third-party model-provider APIs for inference. Some infrastructure, storage, observability, payment, security, or support functions may be performed by subprocessors or service providers as necessary to provide the Services.

3.3 Model Availability and Changes

TensorScale may add, modify, update, suspend, deprecate, or remove any model, feature, function, endpoint, quota, rate limit, or component of the Services at any time. Customer is responsible for designing Customer Applications to tolerate changes in available models, performance, latency, pricing, output format, and model behavior.

3.4 Documentation, Support, and Service Levels

TensorScale may provide Documentation and support according to its then-current practices or as stated in an applicable order. Any service level commitments apply only if separately agreed in writing, and Customer's exclusive remedy for failure to meet those commitments will be the remedy stated in that written agreement.

3.5 Beta Features

TensorScale may offer alpha, beta, preview, experimental, or evaluation features. Beta features are provided as-is, may be changed or discontinued at any time, may be subject to additional restrictions, and are excluded from any service level or support commitments unless expressly stated in writing.

4. Acceptable Use and Restrictions

You will comply with the Acceptable Use Policy, these Terms, the Documentation, and all applicable laws. You will not, and will not permit Authorized Users, End Users, or any third party to:

• access or use the Services in violation of applicable law or third-party rights;
• reverse engineer, decompile, disassemble, extract, derive, reconstruct, or attempt to discover source code, model weights, parameters, architecture, systems, prompts, safeguards, or non-public algorithms of the Services, except to the extent a restriction is prohibited by applicable law or an applicable open-source license;
• circumvent rate limits, access controls, security features, metering, safety systems, abuse monitoring, watermarking, provenance mechanisms, or other technical safeguards;
• interfere with or disrupt the integrity, security, availability, or performance of the Services or any third-party systems;
• use the Services to develop, train, fine-tune, or improve a model, product, or service that is a direct substitute for the Services, except with TensorScale's prior written consent;
• benchmark or publish performance results in a misleading manner, without sufficient methodology, or in a way that discloses TensorScale Confidential Information;
• resell, sublicense, lease, or otherwise provide access to the Services as a standalone service bureau, managed API, or competing inference platform, except through Customer Applications permitted by these Terms;
• use the Services to generate, distribute, or facilitate malware, credential theft, spam, phishing, fraud, unlawful surveillance, harassment, sexual exploitation, or content that violates the Acceptable Use Policy;
• submit Customer Content that you do not have the right to submit or that infringes, misappropriates, or violates any Intellectual Property Right, privacy right, publicity right, or contractual obligation; or
• use the Services for any High-Risk Use described in Section 5 without TensorScale's prior written approval.

5. Prohibited High-Risk Uses

The Services are not designed, intended, or authorized for use in applications or environments where failure, delay, or inaccuracy of the Services or Outputs could lead to death, personal injury, severe property or environmental damage, or denial of rights, benefits, or access to essential goods or services without meaningful human review ("High-Risk Uses").

High-Risk Uses include, without limitation:

• medical diagnosis, treatment, therapeutic recommendations, or operation of medical devices without qualified human review;
• operation of aircraft, vehicles, weapons systems, industrial control systems, critical infrastructure, life-support systems, or emergency response systems;
• fully automated decisions affecting employment, credit, housing, insurance, education, healthcare, public benefits, immigration, criminal justice, or other legal rights or significant opportunities;
• biometric identification, biometric categorization, emotion recognition, social scoring, predictive policing, or similar practices where restricted or prohibited by law;
• development, production, procurement, or use of weapons, explosives, chemical, biological, radiological, nuclear, or other hazardous materials; and
• any use that constitutes a prohibited AI practice under the EU AI Act or comparable law.

If you believe your intended use may be a High-Risk Use, you must contact TensorScale and obtain prior written approval. TensorScale may require additional terms, controls, audits, insurance, or human oversight requirements.

6. Fees and Payment

Fees may be based on subscriptions, usage, credits, compute time, tokens, model type, throughput, storage, support level, or other pricing metrics described by TensorScale. You authorize TensorScale and its payment processors to charge your payment method for all applicable Fees. TensorScale may also invoice Customer for Fees under an order or other written agreement.

TensorScale may require prepayment, credits, minimum balances, deposits, or spending limits. If your account has insufficient funds or unpaid Fees, TensorScale may suspend or limit access to the Services. Unless TensorScale states otherwise in writing, credits are non-refundable, non-transferable, not redeemable for cash, and cannot be exchanged for currency. Purchased credits expire three hundred sixty-five (365) days after the date of purchase. Free or promotional credits expire thirty (30) days after issuance, unless a shorter period is stated at issuance.

Fees are exclusive of taxes, duties, levies, VAT, GST, sales, use, withholding, and similar charges, except taxes based on TensorScale's net income. You are responsible for all applicable taxes. If withholding is required by law, you will increase the payable amount so TensorScale receives the full amount invoiced, except to the extent prohibited by law or otherwise agreed in writing.

Undisputed amounts not paid when due may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. You will reimburse reasonable collection costs, including attorneys' fees. TensorScale may change pricing at any time by posting updated pricing or notifying you as required by an applicable written agreement.

Except as expressly stated in these Terms or required by law, all Fees are non-refundable.

7. Customer Content and Data

7.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content. TensorScale does not claim ownership of Customer Content except for the limited rights granted in these Terms.

7.2 License to Provide the Services

Customer grants TensorScale and its Affiliates a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, reproduce, modify solely for formatting or technical processing, and otherwise process Customer Content as necessary to provide, secure, troubleshoot, support, and bill for the Services, enforce these Terms and the Acceptable Use Policy, comply with law, and prevent abuse. For clarity, this license does not authorize TensorScale to use Customer Content to train, fine-tune, or otherwise improve generally available models or the Services except as expressly permitted in Section 7.3.

7.3 Training, Fine-Tuning, and Zero Data Retention

TensorScale will not use Customer Content to train or fine-tune generally available models, or to improve the Services using Customer Content, unless Customer instructs TensorScale to do so, opts in, or otherwise provides written consent. If Customer requests fine-tuning, evaluation, or model customization, TensorScale may process the relevant Fine-Tuning Data and related Customer Content for that purpose.

For hosted open-model inference, TensorScale's default practice is zero data retention of prompts and generation Outputs as described in the Privacy Policy, except where Customer opts in to a storage-requiring feature or limited retention is needed for safety, security, abuse prevention, or legal compliance. Usage Data and metadata may still be retained as described in the Privacy Policy and Section 10.

7.4 Fine-Tuned Models

As between the parties, and subject to the Intellectual Property Rights of TensorScale and applicable Base Model licensors in the underlying Base Model and Services: (a) Customer retains all right, title, and interest in and to Fine-Tuning Data; and (b) Customer owns the Fine-Tuned Model artifacts (such as weights, adapters, or configuration files) produced for Customer through the Services using Customer's Fine-Tuning Data, to the extent ownership is transferable under applicable law and the applicable Base Model license.

Customer grants TensorScale a worldwide, non-exclusive, royalty-free license to host, store, run, and otherwise process Fine-Tuned Models as needed to provide the Services to Customer during the term. Customer may export Fine-Tuned Model artifacts where the Services support export and where permitted by the applicable Base Model license, Documentation, and law. TensorScale does not grant rights in any Base Model greater than those TensorScale has, and Customer's use of Fine-Tuned Models remains subject to applicable Base Model licenses.

7.5 Customer Responsibilities

Customer represents and warrants that Customer has all rights, consents, permissions, notices, and lawful bases required to submit Customer Content to the Services and to permit TensorScale to process it as described in these Terms. Customer is responsible for the accuracy, quality, legality, and backup of Customer Content.

7.6 Security

TensorScale will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Content. No method of transmission, hosting, or storage is perfectly secure, and TensorScale does not guarantee that unauthorized access, loss, or disclosure will never occur.

8. Outputs

Subject to Customer's compliance with these Terms, payment of applicable Fees, and any restrictions in applicable model or open-source licenses, as between the parties Customer owns the Outputs generated through Customer's use of the Services, and TensorScale hereby assigns to Customer any right, title, and interest TensorScale may have in such Outputs.

Outputs are generated by probabilistic AI systems and may be inaccurate, incomplete, non-unique, biased, offensive, unsafe, infringing, or unsuitable for a particular purpose. Similar or identical Outputs may be generated for other customers. TensorScale does not represent that Outputs are unique, protectable, non-infringing, accurate, or fit for Customer's intended use.

Customer is solely responsible for evaluating, validating, and determining the suitability of Outputs before relying on them or distributing them, and for ensuring that Customer's use of Outputs complies with applicable law, including laws governing synthetic media, deepfakes, privacy, publicity rights, intellectual property, consumer protection, and professional advice.

Outputs do not constitute legal, medical, financial, tax, accounting, engineering, or other professional advice. Customer must obtain appropriate professional review before relying on Outputs in any regulated or consequential context.

TensorScale may include or support watermarking, content credentials, provenance metadata, or other AI-generated content indicators (visible or invisible). Customer will not remove, obscure, or interfere with such indicators where doing so would violate law, the Documentation, or applicable model license requirements.

9. Open Source Models and Third-Party Software

The Services may include or make available Open Source Models and open-source software components. Each Open Source Model and open-source component is subject to its own license terms, including possible restrictions on use, redistribution, attribution, field of use, acceptable use, output handling, and model derivatives.

Customer is responsible for reviewing and complying with all applicable open-source, source-available, community, research, or similar public license terms that apply to Customer's use of any model, component, or Output. To the extent a model or software license conflicts with these Terms with respect to that model or component, the applicable license controls for that model or component.

TensorScale does not grant rights greater than those TensorScale has in any Open Source Model or third-party component. TensorScale disclaims all warranties relating to Open Source Models and third-party components, including warranties of accuracy, non-infringement, continued availability, and fitness for a particular purpose.

10. Intellectual Property

TensorScale and its licensors retain all right, title, and interest in and to the Services, Documentation, software, systems, infrastructure, user interfaces, APIs, SDKs, model-serving stack, orchestration, monitoring, optimizations, trademarks, logos, brand features, Usage Data, Base Models (except as owned by third-party licensors), and related Intellectual Property Rights, subject to Customer's rights in Customer Content, Outputs, Fine-Tuning Data, and Fine-Tuned Model artifacts under Sections 7 and 8. No other rights are granted except as expressly stated in these Terms.

If Customer provides suggestions, comments, ideas, bug reports, or other feedback about the Services ("Feedback"), TensorScale may use Feedback for any purpose without restriction, attribution, or compensation.

TensorScale may collect and use Usage Data to operate, maintain, secure, analyze, bill for, and improve the Services, and to develop new products and features. TensorScale may use aggregated or de-identified data for any lawful purpose.

11. Customer Applications and End Users

If Customer uses the Services to operate Customer Applications or provide functionality to End Users, Customer is responsible for all Customer Applications and End User activity as if it were Customer's own activity. Customer will maintain legally enforceable terms and privacy notices with End Users that are at least as protective of TensorScale, the Services, and applicable model licensors as these Terms.

Customer will implement reasonable technical and operational measures to prevent and remediate End User conduct that would violate these Terms, the Acceptable Use Policy, applicable law, or applicable model licenses. Customer is responsible for providing AI transparency disclosures, age gating, consent flows, human review, content moderation, and complaint handling where required by law or appropriate for Customer's use case.

12. Privacy and Data Protection

TensorScale's collection, use, and disclosure of personal information in connection with the Services is described in TensorScale's Privacy Policy. The Privacy Policy is a notice describing TensorScale's practices and is not itself a contract; the Terms, any Order, and any executed DPA control contractual obligations. If TensorScale processes personal data on Customer's behalf as a processor or service provider, the parties may enter into a data processing addendum ("DPA") upon Customer's request.

Customer will not submit regulated, sensitive, or special-category personal data to the Services unless the parties have entered into appropriate written terms and Customer has confirmed that the Services are suitable for that data. Customer is responsible for providing required notices, obtaining required consents, responding to data subject requests where applicable, and ensuring that Customer Content is processed on a valid lawful basis.

13. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure, including product, technical, security, business, pricing, and commercial information.

The receiving party will use Confidential Information only to perform under these Terms, protect it using at least reasonable care, and disclose it only to employees, contractors, advisors, Affiliates, and service providers who need to know it and are bound by confidentiality obligations at least as protective as this Section.

Confidential Information does not include information that is or becomes public through no breach of these Terms, was known without confidentiality restriction before disclosure, is rightfully received from a third party without confidentiality restriction, or is independently developed without use of Confidential Information.

The receiving party may disclose Confidential Information to the extent required by law, court order, or government request, provided it gives prompt notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

14. Publicity

Each party may identify the other as a customer or vendor (as applicable) and use the other party's name and logo in customer or vendor lists, websites, and ordinary marketing materials describing the relationship, without prior written consent. Neither party may issue a press release or case study using the other party's name without prior written consent. Either party may revoke logo-list permission for future use by written notice to the other party.

15. Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms. Customer represents and warrants that it will use the Services in accordance with these Terms, the Documentation, applicable model licenses, and applicable law.

Except as expressly stated in these Terms, the Services, models, beta features, open-source components, and Outputs are provided "as is" and "as available." To the fullest extent permitted by law, TensorScale disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, uninterrupted operation, and error-free operation. TensorScale does not warrant that Outputs will be accurate, complete, secure, non-infringing, unique, or suitable for any particular purpose.

16. Indemnification

Customer will defend, indemnify, and hold harmless TensorScale, its Affiliates, and their respective officers, directors, employees, contractors, agents, and representatives from and against any third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer Content, Fine-Tuning Data, Customer Applications, or End User activity;
• Customer's, Authorized Users', or End Users' use of the Services or Outputs;
• violation of these Terms, the Acceptable Use Policy, applicable model licenses, or applicable law by Customer, Authorized Users, or End Users;
• allegations that Customer Content or Customer Applications infringe, misappropriate, or violate third-party rights; or
• High-Risk Uses or regulated uses undertaken without TensorScale's prior written approval.

TensorScale will promptly notify Customer of a claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense and settlement, provided that Customer may not settle any claim in a way that imposes non-monetary obligations or admissions on TensorScale without TensorScale's prior written consent.

17. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenues, loss of data, loss of goodwill, business interruption, cost of cover, or replacement services, arising out of or relating to these Terms, the Services, or Outputs, even if advised of the possibility of such damages.

To the fullest extent permitted by law, each party's aggregate liability arising out of or relating to these Terms, the Services, or Outputs will not exceed the greater of (a) the Fees paid or payable by Customer to TensorScale for the Services in the twelve months preceding the event giving rise to liability, or (b) fifty U.S. dollars (US$50).

The limitations above do not apply to Customer's payment obligations, Customer's indemnification obligations, Customer's violation of Sections 4 or 5, either party's willful breach of Section 13, or liability that cannot be limited by law.

18. Suspension

TensorScale may suspend, limit, or restrict access to the Services, in whole or in part, immediately and without liability if TensorScale reasonably believes that: Customer, Authorized Users, or End Users have violated these Terms, the Acceptable Use Policy, applicable model licenses, or law; use of the Services may create security, availability, legal, financial, or reputational risk; Customer has unpaid Fees or insufficient credits; suspension is necessary to comply with law or government request; or Customer's account activity appears fraudulent, abusive, or harmful.

Customer remains responsible for Fees incurred before or during suspension. TensorScale will use reasonable efforts to restore access after the issue is resolved, unless TensorScale determines termination is appropriate.

19. Term and Termination

These Terms begin when you first accept them, create an account, access the Services, or otherwise use the Services, and continue until terminated.

Customer may terminate these Terms by closing its account or providing written notice to TensorScale, subject to any active order, minimum commitment, or unpaid Fees. TensorScale may terminate these Terms or any account at any time for convenience by notice, or immediately if Customer breaches these Terms, creates risk for TensorScale or others, fails to pay Fees, or if TensorScale discontinues the Services.

Upon termination, Customer's rights to access and use the Services cease immediately. Customer must stop using the Services and pay all outstanding Fees. Provided Customer has paid all undisputed Fees and submits a written request within thirty (30) days after termination (the "Retrieval Period"), TensorScale will make available for export, where technically feasible and permitted by applicable Base Model licenses and law: (a) Customer Content; (b) Fine-Tuning Data; and (c) Fine-Tuned Model artifacts owned by Customer under Section 7.4. After the Retrieval Period, or if no timely request is made, TensorScale may delete Customer Content, Fine-Tuning Data, and Fine-Tuned Models according to its retention practices, except as required by law or agreed in writing.

Sections that by their nature should survive termination will survive, including provisions concerning Fees, Customer Content representations, Outputs, Fine-Tuned Models, intellectual property, open-source licenses, confidentiality, disclaimers, indemnification, limitation of liability, termination effects, compliance, dispute resolution, and general terms.

20. Copyright and Rights Complaints

TensorScale respects intellectual property rights. If you believe material available through the Services infringes your copyright, you may send a notice under the Digital Millennium Copyright Act to legal@tensorscale.io. Your notice should include the information required by 17 U.S.C. Section 512(c)(3), including identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a statement of good-faith belief, a statement under penalty of perjury, and your physical or electronic signature.

If your content was removed in response to a DMCA notice and you believe the removal was mistaken, you may submit a counter-notice consistent with 17 U.S.C. Section 512(g). TensorScale may suspend or terminate repeat infringers. False notices or counter-notices may create liability under 17 U.S.C. Section 512(f).

For trademark, publicity rights, privacy, or other rights complaints, contact legal@tensorscale.io. TensorScale may investigate and take action in its discretion.

21. Export Controls, Sanctions, and Compliance

You will comply with all applicable laws, including privacy, data protection, consumer protection, AI, intellectual property, export control, sanctions, anti-corruption, and anti-bribery laws. The Services and Outputs may be subject to U.S. export control and sanctions laws, including the Export Administration Regulations and economic sanctions administered by the Office of Foreign Assets Control, as well as similar laws in other jurisdictions.

You will not access or use the Services, or export, re-export, transfer, or make available the Services, Outputs, technical data, or model-related technology, in violation of applicable export control or sanctions laws. You represent that you are not located in, ordinarily resident in, organized under the laws of, or accessing the Services from any country, territory, or region subject to comprehensive U.S. sanctions, and that you are not listed on any restricted-party or denied-party list.

22. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this Section carefully. It requires disputes to be resolved by binding arbitration on an individual basis and limits the manner in which you may seek relief.

Before initiating arbitration, each party will provide written notice describing the dispute and requested relief, and the parties will attempt in good faith to resolve the dispute informally for at least thirty days.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or Outputs that is not resolved informally will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures or, where applicable to a consumer dispute, its Streamlined Arbitration Rules and Procedures. The arbitration will be conducted by a single arbitrator in San Francisco, California, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Each party waives any right to a jury trial and any right to participate in a class action, collective action, consolidated action, private attorney general action, or representative proceeding. The arbitrator may not consolidate claims of multiple persons or preside over any class or representative proceeding.

Either party may seek injunctive or equitable relief in court to prevent actual or threatened infringement, misappropriation, confidentiality breach, security abuse, or violation of applicable law. Either party may also bring an individual claim in small-claims court if the claim qualifies.

You may opt out of arbitration by sending written notice to legal@tensorscale.io within thirty days after first accepting these Terms. The notice must include your name, account email address, and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not opt you out of the class-action waiver.

23. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 22, any judicial proceeding permitted under these Terms will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party consents to personal jurisdiction and venue in those courts.

24. General Terms

Assignment. Customer may not assign or transfer these Terms without TensorScale's prior written consent. TensorScale may assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganization, financing, sale of assets, or change of control. Any attempted assignment in violation of this Section is void.

Force Majeure. Neither party will be liable for delay or failure to perform, except payment obligations, caused by events beyond its reasonable control, including natural disasters, pandemics, public health emergencies, war, terrorism, labor disputes, government actions, internet or telecommunications failures, cloud or infrastructure failures, cyberattacks, power failures, or supply constraints.

Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, fiduciary, or franchise relationship.

No Third-Party Beneficiaries. Except as expressly stated, these Terms do not create rights for any third party.

Notices. Notices to TensorScale must be sent to legal@tensorscale.io. Notices to Customer may be sent to the email address associated with Customer's account or through the Services. Email notices are deemed given when sent, provided no bounce-back is received.

Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. Failure to enforce a provision is not a waiver of that provision or any other provision. A waiver must be in writing and signed by the waiving party.

U.S. Government Rights. The Services and Documentation are commercial products developed at private expense. Any use by or for the U.S. Government is subject only to these Terms unless otherwise required by law.

Changes to Terms. TensorScale may update these Terms from time to time by posting a revised version with a new effective date or by otherwise notifying Customer. Continued use of the Services after the effective date of updated Terms constitutes acceptance. If Customer does not agree to updated Terms, Customer must stop using the Services.

Order of Precedence. If there is a conflict among documents, the order of precedence is: an executed order or written agreement, a DPA if executed, these Terms, the Privacy Policy, and the Acceptable Use Policy, except that the Acceptable Use Policy controls to the extent it imposes more restrictive obligations on Customer's use of the Services.

Entire Agreement. These Terms, together with documents incorporated by reference and any applicable written order, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject.

Electronic Acceptance. These Terms may be accepted electronically, including by click-through, account creation, order submission, or continued use of the Services.

Language. These Terms are written in English. Any translation is provided for convenience only, and the English version controls in the event of conflict.

25. Contact

Questions about these Terms may be sent to legal@tensorscale.io.