Terms of Service

Effective Date: January 1, 2025

1. Introduction

These Terms of Service (the "Terms") and any accompanying or future Order Form you enter into with Tapegraph ("Tapegraph," "we," "us," or "our") issued under these Terms (together with these Terms, the "Agreement") govern your access to and use of the services provided to you by Tapegraph (the "Tapegraph Services"), including as made available through our website at Tapegraph.

As set forth in an Order Form or as otherwise agreed to by Tapegraph, the Tapegraph Services may include one or more of the following:

(a) Subscription software data processing services (the "Platform Services");

(b) Subscription support services (the "Support Services");

(c) Professional services (the "Professional Services");

(d) AI-powered analytics and Model Context Protocol (MCP) services (the "AI Services");

(e) Any other services the parties agree in an Order Form that Tapegraph will provide.

If you are acting on behalf of an entity, you represent and warrant that you are authorized to bind that entity to these Terms, in which case "Customer," "you," or "your" shall refer to that entity (otherwise, such terms refer to you as an individual).

By accepting these Terms, either by executing these Terms separately, by executing an initial Order Form that indicates your acceptance of these Terms (an "Initial Order Form"), whether by signature or by clicking an "I Accept" button or checkbox, or by accessing or using the Tapegraph Services, you agree in full to these Terms. If you do not have the authority to bind your entity or do not agree with these Terms, you must not accept these Terms and may not use the Tapegraph Services.

The "Effective Date" of these Terms is the earliest to occur of the effective date of the Initial Order Form, the date you execute these Terms, or the date you first access or use the Tapegraph Services.

2. Definitions

Certain terms not defined elsewhere in the Agreement are defined below in this Section. Capitalized terms used but not defined in an Order Form shall have the meaning assigned to them, if any, within these Terms.

2.1 "Acceptable Use Policy" means the acceptable use policy governing the Platform Services, described at https://tapegraph.io/acceptable-use-policy (or such other location as Tapegraph may provide, and as may be updated periodically).

2.2 "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

2.3 "AI Services" means any artificial intelligence, machine learning, or automated analytics features provided as part of the Tapegraph Services, including but not limited to AI-powered data analytics, predictive insights, anomaly detection, and Model Context Protocol (MCP) functionality.

2.4 "Applicable Data Protection Laws" means all worldwide data protection and privacy laws applicable to the processing of the Personal Data in question, including without limitation to the extent applicable: (i) UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection ("UAE PDPL") and its implementing regulations; (ii) the General Data Protection Regulation (EU) 2016/679 ("GDPR"); (iii) the UK General Data Protection Regulation and Data Protection Act 2018; (iv) the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"); (v) other applicable US state privacy laws; and (vi) any other applicable data protection laws of the jurisdictions in which Customer operates or from which Customer's data subjects are located.

2.5 "Authorized User" means employees or agents of Customer (or other individuals solely to the extent explicitly permitted in an Order Form) selected by Customer to access and use the Subscription Services.

2.6 "Beta Service" means any Tapegraph Service (or feature, or functionality of a Tapegraph Service) which is clearly designated as "beta," "experimental," "preview," "trial," or similar designation, that is provided prior to general commercial release, and that Tapegraph at its sole discretion may make available to Customer.

2.7 "Confidential Information" means any business or technical information disclosed by either party to the other that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.

2.8 "Control" or "Controlled" means, whether direct or indirect: (a) the beneficial ownership of greater than fifty percent (50%) of the voting equity securities, or the substantively equivalent voting interests, of an entity; or (b) the ability to determine the strategic direction or operating decisions of an entity.

2.9 "Customer Content" means all Customer Data, Customer Instructional Input, and Customer Results.

2.10 "Customer Data" means all the data, other than Customer Instructional Input, made available by Customer and its Authorized Users for processing by, or use within, the Subscription Services.

2.11 "Customer Instructional Input" means information other than Customer Data that Customer inputs into the Platform Services to direct how the Platform Services process Customer Data, including without limitation the code and any libraries (including third-party libraries) Customer utilizes within the Platform Services.

2.12 "Customer Results" means any output Customer or its Authorized Users generate from their use of the Platform Services, including any AI-generated outputs.

2.13 "Documentation" means the documentation related to the Platform Services located athttps://tapegraph.io/documentation (or such other location as Tapegraph may provide, and as may be updated periodically).

2.14 "DPA" means the Tapegraph Data Processing Addendum applicable to Tapegraph Customers, available at https://tapegraph.io/dpa/.

2.15 "Fees" means all amounts payable for Tapegraph Services under an applicable Order Form.

2.16 "Intellectual Property" or "IP" means anything protectable by an Intellectual Property Right.

2.17 "Intellectual Property Rights" means all worldwide intellectual property rights available under applicable law including without limitation rights with respect to patents, copyrights, moral rights, trademarks, trade secrets, design rights, know-how, and databases.

2.18 "Laws" means any international, federal, state, provincial, or other local laws, rules, regulations, ordinances, or judicial decisions enacted or issued by a court or other governmental authority of any country, state, province, county, city, or other municipality, and any self-regulatory regimes applicable to Customer's use of the Tapegraph Services.

2.19 "MCP" or "Model Context Protocol" means the open protocol that enables secure, standardized connections between AI systems and external data sources, including the Tapegraph Platform Services.

2.20 "Merchant of Record" means online reseller or its affiliates, which acts as the authorized reseller and merchant of record for all Tapegraph Services transactions.

2.21 "Notification Email Address" means the email address(es) designated by the Customer in the Order Form.

2.22 "Order Form" means an order form, online order (including click-through setup of the Platform Services), or similar agreement, including any exhibits or attachments thereto, for the provision of Tapegraph Services, entered into by the parties, incorporated by reference into, and governed by, the Agreement.

2.23 "Personal Data" shall have the meaning given to such term (or substantively equivalent term) under the Applicable Data Protection Laws.

2.24 "Subscription Services" means the Platform Services and Support Services.

2.25 "System" means any application, computing or storage device, or network.

3. Tapegraph Services

3.1 Order Forms

3.1.1 Minimum Terms

Order Forms for Tapegraph Services shall identify:

(a) Specific Tapegraph Services to be provided;

(b) Any limitations on permitted use that may differ from those set forth in these Terms;

(c) The service term or other timing considerations;

(d) Fees;

(e) Any applicable limitations on number or type of Authorized Users;

(f) Any other applicable terms and conditions ("Minimum Order Terms").

3.1.2 Direct Orders

Customer may submit Order Forms directly through Tapegraph (each, a "Direct Order").

3.1.3 Orders Through Merchant of Record

Our order process is conducted by our online reseller (Merchant of Record). Merchant of Record provides all customer service inquiries and handles returns related to payment processing. The product license for the Tapegraph Services remains between Tapegraph and you.

3.2 Subscription Services

3.2.1 Authorized Users

If we have agreed to provide you with Subscription Services, you may select Authorized Users to access and use the Subscription Services, subject to the restrictions set forth below, and to any numeric or other limits established in an Order Form or as otherwise agreed to by the parties. You must obtain separate credentials (user IDs and passwords) via the Subscription Services for each Authorized User.

You shall at all times be responsible for and expressly assume the risks associated with all use of the Subscription Services under an Authorized User's account (including for the payment of Fees related to such use), whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not (a) taken by Tapegraph or by a party acting under the direction of Tapegraph or (b) an action by a third party that Tapegraph should reasonably have prevented.

3.2.2 Provision of the Subscription Services

Subject to your, and your Authorized Users', compliance with the terms and conditions of this Agreement (including payment of any Fees as due under Section 6), Tapegraph will provide you with the Subscription Services, and you and your Authorized Users may access and use the Subscription Services solely for your internal business purposes, unless any other permitted use is set forth in an applicable Order Form.

Tapegraph reserves the right to improve or otherwise modify its internal System architecture at any time subject to maintaining appropriate industry standards of practice relating to the provision and security of the Subscription Services, and provided that any such modification does not materially diminish the core functionality of the Subscription Services.

As between the parties, you retain all ownership rights in Customer Data, Customer Results and, subject to Tapegraph's rights in Usage Data (as defined in Section 4.3.1), Customer Instructional Input, and any other information or materials you provide to Tapegraph to enable Tapegraph to perform any of the Tapegraph Services.

3.3 AI Services and Model Context Protocol (MCP)

3.3.1 AI Features Disclosure

The Tapegraph Services include AI-powered features that may analyze your data to provide insights, predictions, anomaly detection, and automated recommendations. By using the AI Services, you acknowledge and agree that:

(a) AI-generated outputs are provided for informational purposes and should be reviewed by qualified personnel before making business decisions;

(b) Tapegraph uses industry-standard measures to protect your data during AI processing, but AI systems may produce unexpected or inaccurate results;

(c) You are responsible for evaluating the accuracy, completeness, and appropriateness of any AI-generated outputs for your specific use case;

(d) AI features may be updated or modified to improve performance, which may affect outputs over time.

3.3.2 Model Context Protocol (MCP)

Tapegraph provides MCP functionality that enables secure, standardized connections between external AI systems and the Tapegraph Platform Services. When using MCP features:

(a) You control which external AI systems may connect to your Tapegraph data through MCP;

(b) You are responsible for ensuring that any third-party AI systems you connect comply with your data protection obligations;

(c) Tapegraph implements authentication and access controls for MCP connections, but cannot guarantee the security practices of third-party AI systems;

(d) Data accessed through MCP is subject to the same data protection terms as other Customer Data.

3.3.3 AI Regulatory Compliance

If you are subject to AI-specific regulations (including but not limited to the EU AI Act, UAE AI governance frameworks, or US state AI laws), you acknowledge that:

(a) You are responsible for determining whether your use of AI Services constitutes a "high-risk" AI system under applicable regulations;

(b) Tapegraph will provide reasonable assistance in documenting AI system functionality for your compliance purposes upon request;

(c) You must not use AI Services for prohibited purposes under applicable AI regulations, including but not limited to social scoring, real-time biometric identification in public spaces, or manipulation of individuals.

3.4 Professional Services

Terms regarding the delivery of Professional Services, if applicable, shall be set forth in an Order Form.

3.5 Beta Services

If you elect to receive any Beta Services offered by Tapegraph, you agree that, in addition to adhering to all other restrictions generally applicable to your use of the Subscription Services under this Agreement and any requirements set forth by Tapegraph in writing regarding the particular Beta Services, you shall not use such Beta Services for production workloads or for any mission-critical work, and that you shall not use sensitive data in conjunction with such Beta Services unless explicitly permitted in an Order Form.

3.6 Feedback

You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Tapegraph Services ("Feedback"). If you choose to offer Feedback to Tapegraph, you hereby grant Tapegraph a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Tapegraph Services or otherwise use any Feedback Tapegraph receives from you.

3.7 Ownership of the Tapegraph Services

Except as expressly set forth in this Agreement, Tapegraph retains all Intellectual Property Rights and all other proprietary rights related to the Tapegraph Services. You shall not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Tapegraph Services as delivered to you. You agree that the Tapegraph Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights shall occur.

4. Customer Obligations; Customer Data

4.1 Customer Responsibilities

Customer is responsible for ensuring that Tapegraph at all times has updated and accurate contact information for the appropriate person for Tapegraph to notify regarding data security issues relating to the Tapegraph Services, with such contact information to be updated in each Order Form and any subsequent changes to be provided by email tocontact@tapegraph.io.

4.2 Restrictions on Use

You shall not (and shall not permit your Authorized Users to):

(a) Violate the Acceptable Use Policy;

(b) Copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Tapegraph Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law notwithstanding this prohibition;

(c) Sell, resell, license, sublicense, distribute, rent, lease, or otherwise provide access to the Tapegraph Services to any third party except to the extent explicitly authorized in writing by Tapegraph;

(d) Use the Tapegraph Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party's possible subscription to any Tapegraph product or service;

(e) Transfer or assign any of your rights hereunder except as permitted under Section 17.5;

(f) During any free trial period granted by Tapegraph, including during the use of any Beta Service, use the Tapegraph Services for any purpose other than to evaluate the desirability of entering into a paid subscription to the Tapegraph Services;

(g) Use the AI Services or MCP functionality to process data in violation of Applicable Data Protection Laws or AI regulations;

(h) Attempt to circumvent, disable, or interfere with security-related features of the Tapegraph Services.

4.3 Customer Data and Customer Instructional Input

4.3.1 Ownership; Usage Data

As between you and Tapegraph, you retain all ownership rights in Customer Content. Notwithstanding the foregoing, you acknowledge and agree that Tapegraph may collect usage data and telemetry regarding your Authorized Users' use of the Subscription Services ("Usage Data"). Tapegraph will not share or publicly make available any Usage Data that identifies Customer, or any of its Authorized Users, other data subjects, or customers.

4.3.2 Data Processing

You represent and warrant to Tapegraph that your use of Tapegraph Services shall comply with all Applicable Data Protection Laws and that Customer Data and Customer Instructional Input shall not contain:

(a) Any data for which you do not have all rights, power, and authority necessary for its collection, use, and processing as contemplated by this Agreement;

(b) Any data with respect to which your use and provision to Tapegraph pursuant to this Agreement would breach any agreement between you and any third party;

(c) Any data with respect to which its usage as contemplated herein would violate any applicable Laws, including without limitation any Applicable Data Protection Laws.

5. Term and Termination

5.1 Term of Agreement

This Agreement shall become effective on the Effective Date and shall continue in full force and effect until terminated by either party pursuant to this Section 5. The Agreement may be terminated by either party without cause on thirty (30) days' prior written notice if:

(a) There are no operative Order Forms outstanding;

(b) The other party is in material breach of the Agreement and the breaching party fails to cure the breach prior to the end of the notice period.

If the Agreement terminates pursuant to the prior sentence due to Tapegraph's material breach, Tapegraph will refund to you that portion of any prepayments related to Tapegraph Services not yet provided.

5.2 Term of Order Forms

The Term of an Order Form shall be as specified in the Order Form.

5.3 Subscription Auto-Renewal

Unless otherwise specified in an Order Form, subscriptions to the Tapegraph Services will automatically renew for successive periods equal to the initial subscription term, at the then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. You may cancel your subscription at any time through your account settings or by contacting us at support@tapegraph.io.

5.4 Suspension; Termination

Tapegraph may temporarily suspend or terminate the Tapegraph Services at any time:

(a) Immediately without notice if Tapegraph reasonably suspects that you have violated Section 4 in a manner that may cause material harm or material risk of harm to Tapegraph or to any other party;

(b) Upon ten (10) business days' notice if Tapegraph reasonably suspects that you have committed any other violation of Section 4;

(c) If you fail to pay undisputed Fees after receiving notice that you are more than thirty (30) days delinquent in payment.

5.5 Effects of Termination

Upon termination for any reason, you shall purge all stored elements of the Tapegraph Services from your Systems. Tapegraph will, upon your written request made within thirty (30) days of termination, make available for export your Customer Data in a standard machine-readable format. After such thirty (30) day period, Tapegraph shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. All provisions of the Agreement that by their nature should survive termination shall so survive, including without limitation each party's confidentiality obligations under Section 7.

6. Payment Terms and Refund Policy

6.1 Payment Processing

All payments for the Tapegraph Services are processed by our Merchant of Record. When you purchase a subscription, you are entering into a transaction with Merchant of Record as the seller. Merchant of Record handles all payment processing, invoicing, sales tax/VAT collection, and related customer service for payment matters.

6.2 Fees

Customer shall pay all Fees specified in the applicable Order Form or as displayed at the time of purchase. With respect to Direct Orders, except as otherwise specified therein:

(a) All Fees shall be processed in the currency displayed at checkout;

(b) Fees are exclusive of applicable sales tax, VAT, GST, or similar taxes, which will be calculated and collected by Merchant of Record where required;

(c) Subscription Fees are billed in advance for each billing period.

6.3 Free Trial

Tapegraph may offer a free trial period for the Teams plan or other subscription tiers. During the free trial, you will have access to the features of the applicable plan as described on our website. Unless you cancel before the end of the free trial period, your subscription will automatically convert to a paid subscription and you will be charged the applicable Fees. You may cancel at any time during the free trial without charge.

6.4 Refund Policy

This Section 6.4 sets forth Tapegraph's refund policy for the Tapegraph Services.

6.4.1 Consumer Right to Cancel (EU/EEA/UK Customers)

If you are a consumer located in the European Union, European Economic Area, or United Kingdom, you have the right to cancel your subscription within fourteen (14) days from the day after you complete your initial purchase, without giving any reason, unless you have expressly consented to the immediate provision of the digital services and acknowledged that you will lose your right of withdrawal once the services have been fully provided or you have begun using the services.

To exercise your right to cancel, you must inform our Merchant of Record of your decision by contacting its buyer support. If you cancel within the 14-day period (and have not waived your right of withdrawal), you will receive a full refund using the same payment method you used for the initial transaction.

Your right to cancel applies only to the initial subscription purchase and not to subsequent automatic renewals.

6.4.2 Exception to the Right to Cancel

Your right to cancel does not apply to the supply of digital content that you have started to download, stream, access, or otherwise acquire, and to services which you have had the benefit of. By subscribing to the Tapegraph Services and accessing the Platform, you acknowledge that you are requesting immediate access to the services and that you lose your right of withdrawal once you begin using the services.

6.4.3 General Refund Policy

For customers not covered by the EU/EEA/UK consumer right to cancel, or where the exception applies:

(a) Refunds are provided at the sole discretion of Tapegraph and Merchant of Record on a case-by-case basis;

(b) Refund requests must be submitted to Merchant of Record within sixty (60) days of the original purchase;

(c) Tapegraph and Merchant of Record may refuse a refund request if there is evidence of fraud, refund abuse, or other manipulative behavior;

(d) Partial refunds may be offered where appropriate based on the circumstances;

(e) No refunds will be provided for unused portions of subscription periods after the first thirty (30) days.

6.4.4 Effect of Refund

If a refund is granted, we will process the reimbursement without undue delay, and in any event not later than fourteen (14) days after we are informed of your decision to cancel (where applicable) or after approval of a discretionary refund. Reimbursement will be made using the same payment method used for the initial transaction, and you will not incur any fees as a result of the reimbursement. Upon refund, your access to the Tapegraph Services will be terminated.

6.4.5 Sales Tax/VAT Refunds

If you have been charged sales tax or VAT on your purchase and are registered for sales tax/VAT in the country of purchase, you may be entitled to a refund of the tax amount if permitted by applicable law. You must contact our Merchant of Record within sixty (60) days after completing the purchase to be eligible for a sales tax/VAT refund, and you must provide a valid tax registration number for your country.

6.5 Price Changes

Tapegraph reserves the right to modify pricing with thirty (30) days' prior notice. Price changes will take effect at the start of your next billing period following the notice. If you do not agree to a price change, you may cancel your subscription before the change takes effect.

7. Confidentiality

A receiving party will not use the disclosing party's Confidential Information except as permitted under this Agreement or to enforce its rights under this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and/or subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and/or subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 7.

Each receiving party will protect the disclosing party's Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own Confidential Information of similar nature and in no event using less than a reasonable standard of care; provided, however, that a party may disclose such Confidential Information as required by applicable law, regulation, court order, or action by the applicable regulatory authority, subject to the party required to make such disclosure giving reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request.

8. Data Protection

8.1 Security Measures

Tapegraph maintains appropriate administrative, physical, and technical safeguards for protection of the security and confidentiality of Customer Data under Tapegraph's control. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data under Tapegraph's control.

8.2 Data Processing Agreement

Tapegraph acknowledges that it may receive or have access to Personal Data provided by your Authorized Users during the term of this Agreement. The terms of the DPA are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data.

8.3 UAE PDPL Compliance

To the extent applicable, Tapegraph will process Personal Data in accordance with the requirements of UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection and its implementing regulations. This includes:

(a) Processing Personal Data only for specified, legitimate purposes disclosed to data subjects;

(b) Implementing appropriate security measures to protect Personal Data;

(c) Assisting Customer in responding to data subject requests for access, rectification, erasure, or data portability;

(d) Notifying Customer without undue delay upon becoming aware of a Personal Data breach.

8.4 International Data Transfers

Customer acknowledges that Tapegraph may process Customer Data in jurisdictions outside the Customer's country of residence. Where Personal Data is transferred from the European Economic Area, United Kingdom, or Switzerland to jurisdictions not deemed adequate by relevant authorities, Tapegraph will implement appropriate transfer mechanisms, which may include Standard Contractual Clauses as further set forth in the DPA.

8.5 California Privacy Rights

If you are a California resident, you have certain rights under the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA). For details about how we collect, use, and disclose your personal information and how to exercise your rights, please see our Privacy Policy at https://tapegraph.io/privacy.

8.6 EU Representative

For purposes of the GDPR, Tapegraph's EU Representative can be contacted at the address specified in our Privacy Policy.

9. Warranties

Tapegraph warrants that, during the term of the Agreement, it will employ appropriate industry standards of practice designed to:

(a) Ensure that its provision of the Tapegraph Services under this Agreement will not infringe any third-party Intellectual Property Rights or other proprietary rights;

(b) Prevent the transmission of malware or malicious code via the Tapegraph Services;

(c) Meet its performance, confidentiality, and other obligations under this Agreement;

(d) Prevent unauthorized access to or disclosure of Customer Content;

(e) Ensure that the Platform Services operate during the applicable Order Form term(s) substantially in accordance with the Documentation.

10. Disclaimer

THE WARRANTIES IN SECTION 9 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING TAPEGRAPH AND TAPEGRAPH'S SERVICES PROVIDED HEREUNDER. TAPEGRAPH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN:

(a) BETA SERVICES AND ANY SERVICES PROVIDED UNDER ANY FREE TRIAL PERIOD ARE PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND BY TAPEGRAPH;

(b) TAPEGRAPH DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTIBILITY OF THE TAPEGRAPH SERVICES;

(c) TAPEGRAPH IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE TAPEGRAPH SERVICES OR FOR CONCLUSIONS DRAWN FROM SUCH USE, INCLUDING ANY AI-GENERATED OUTPUTS;

(d) AI SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR BUSINESS DECISIONS WITHOUT INDEPENDENT VERIFICATION.

11. Indemnification

11.1 Indemnification by Tapegraph

Subject to Section 11.3, Tapegraph will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the Tapegraph Services as provided to Customer by Tapegraph or Customer's use of the Tapegraph Services in accordance with the Documentation and this Agreement infringes or misappropriates such party's Intellectual Property Rights (an "IP Claim"), and will indemnify Customer from and against any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Tapegraph in writing of, such claim.

Notwithstanding the foregoing, Tapegraph will have no liability for any infringement or misappropriation claim of any kind if such claim arises from:

(a) The combination, operation, or use of the Tapegraph Services with equipment, devices, software, or data (including without limitation your Confidential Information) not supplied by Tapegraph, if a claim would not have occurred but for such combination, operation, or use;

(b) Your or an Authorized User's use of the Tapegraph Services other than in accordance with the Documentation and this Agreement;

(c) Customer Content, including any data processed through AI Services.

11.2 Indemnification by Customer

Subject to Section 11.3, Customer shall defend Tapegraph and its Affiliates and its and each of their officers, employees, directors, and agents against any claim, demand, suit, or proceeding made or brought against Tapegraph by a third party:

(a) Alleging that any Customer Content or its use with the Tapegraph Services infringes or misappropriates such party's Intellectual Property Rights;

(b) Arising from or related to Customer's use of the Tapegraph Services in violation of any Law or this Agreement;

(c) Arising from Customer's use of AI Services outputs in violation of applicable AI regulations.

11.3 Conditions of Indemnification

As a condition to an indemnifying party's obligations under this Section 11, a party seeking indemnification will: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide the indemnifying party, at the indemnifying party's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim.

12. Limitation of Liability

12.1 Exclusions

Nothing in this Agreement shall limit either party's liability for:

(a) Personal injury or death caused by the negligence of a party, its employees, or agents;

(b) Fraud or fraudulent misrepresentation;

(c) Tapegraph's indemnification obligations for an IP Claim;

(d) Customer's indemnification obligations;

(e) Any other liability that cannot be excluded or limited by applicable Laws.

12.2 Exclusion of Consequential Damages

Subject to Section 12.1, neither party nor its Affiliates shall be liable for any: (a) loss of profits or revenue; (b) loss from damage to business or goodwill; (c) loss arising from inaccurate or unexpected results of algorithms, including AI Services; or (d) other indirect, incidental, special, punitive, or consequential loss or damages, even if a party has been advised of the possibility of such losses or damages arising.

12.3 Liability Cap

Subject to Section 12.1, in no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by the Customer and its Affiliates hereunder for the Tapegraph Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose.

12.4 Free Services

Notwithstanding the previous paragraph, but subject to Section 12.1, any liability relating to Tapegraph Services provided free of charge, including any Beta Services or Tapegraph Services provided during a free trial period, shall be limited to one hundred US dollars (USD $100).

13. Export

The Tapegraph Services, and/or derivatives thereof, may be subject to export laws of the United Arab Emirates, the United States, and other jurisdictions. Each party represents that it is not named on any government denied-party list. You shall not permit your users to access or use any Tapegraph Services in an embargoed country or in violation of any applicable export law.

14. Equitable Relief

Each party acknowledges and agrees that the other party may be irreparably harmed in the event that such party breaches Section 7 (Confidentiality) and that monetary damages alone cannot fully compensate the non-breaching party for such harm. Accordingly, each party hereby agrees that the non-breaching party shall be entitled to injunctive relief to prevent or stop such breach and to obtain specific enforcement thereof. Any such equitable remedies obtained shall be in addition to, and not foreclose, any other remedies that may be available.

15. Governing Law and Dispute Resolution

15.1 Governing Law and Venue

The governing law and exclusive venue applicable to any lawsuit or other dispute arising in connection with this Agreement shall be determined by the location of Customer's principal place of business ("Domicile"), as follows:

* Any dispute subject to Singapore venue shall be referred to and finally resolved by arbitration in accordance with the rules of the Singapore International Arbitration Centre ("SIAC") then in force, which rules are deemed to be incorporated by reference into this Agreement.

The parties hereby irrevocably consent to the personal jurisdiction and venue of the courts (or the SIAC where applicable) in the venues shown above. In all cases, the application of law shall be without regard to, or application of, conflict of law rules or principles, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15.2 Consumer Rights Preservation

Nothing in this Section 15 shall deprive you of any mandatory consumer protection rights that you are entitled to under the laws of your country of residence that cannot be waived by contract.

16. U.S. Government Users

If Customer is a U.S. government entity or this Agreement otherwise becomes subject to the Federal Acquisition Regulation (FAR), Customer acknowledges that the Platform Services constitute software and documentation provided as "Commercial Items" under 48 C.F.R. 2.101 and developed solely at private expense, and are being licensed and made accessible to U.S. government users as commercial computer software subject to the restricted rights described in 48 C.F.R. 12.212.

17. General Provisions

17.1 Entire Agreement

This Agreement (including all Order Forms, the DPA, and policies incorporated by reference) is the complete and exclusive understanding and agreement between the parties regarding its subject matter. Nothing in the preceding sentence shall limit or exclude any liability for fraud or fraudulent misrepresentation.

17.2 Amendment

This Agreement may not be modified or amended except by mutual written agreement of the parties, or by Tapegraph providing thirty (30) days' prior notice of material changes via the Notification Email Address or through the Tapegraph Services. Your continued use of the Tapegraph Services after the effective date of any such change constitutes your acceptance of the modified terms.

17.3 Severability

If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be enforced to the maximum extent possible, and the other provisions shall remain in full force and effect.

17.4 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

17.5 Assignment

No assignment, novation, or transfer of a party's rights and obligations under this Agreement is permitted except with the prior written approval of the other party, which shall not be unreasonably withheld; provided, however, that either party may freely make an assignment to a successor in interest upon a change of Control.

17.6 Notice

Tapegraph will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to Tapegraph by sending an email to legal@tapegraph.io. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

17.7 Force Majeure

Notwithstanding anything herein to the contrary, Customer understands and agrees that its use of the Tapegraph Services may be interrupted by circumstances beyond Tapegraph's reasonable control, including without limitation acts of God, acts of government, changes in law or regulations, acts or omissions of third parties, flood, fire, earthquakes, civil unrest, wars, acts of terror, pandemics, epidemics, strikes or other actions taken by labor organizations, computer, telecommunications, the Internet, Internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within Tapegraph's possession or reasonable control, and network intrusions or denial of service attacks, or any other cause, whether similar or dissimilar to any of the foregoing that is beyond Tapegraph's reasonable control (individually or collectively as applicable, "Force Majeure"). Tapegraph shall not be responsible or otherwise liable for any Force Majeure or any consequences thereof.

17.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

17.9 Language

This Agreement is made in the English language. To the extent any translated version of this Agreement conflicts with the English version, the English version shall control. For customers in the United Arab Emirates, an Arabic translation of key terms may be provided upon request for informational purposes, but the English version shall remain the legally binding version.

Contact Information

If you have any questions about these Terms of Service, please contact us:

Tapegraph

Email: contact@tapegraph.io

Website: https://tapegraph.io

Last Updated: January 1, 2025

Version 3.0