Tezis Docs License Agreement

“Authorized User” means an employee, contractor or other individual whom Customer invites to the Service and who accesses it under Customer’s account.

“Customer Content” means all documents, files and other material that Customer or its Authorized Users upload to the Service, the questions they ask, the settings they configure, and any other data they submit, together with Output.

“Documentation” means the descriptions of the Service’s features and limits that Tezis makes available within the Service or publishes for its customers, as updated from time to time.

“Model Provider” means a third party that operates an artificial intelligence model through which the Service generates Output, whether selected by Tezis or configured by Customer.

“Order Form” means an ordering document or online order, agreed in writing between Tezis and Customer, that refers to this Agreement and states the subscription, fees, Usage Limits or other commercial terms.

“Output” means the answers, summaries, citations and other content that the Service generates in response to questions asked by Authorized Users.

“Service” means the Tezis Docs hosted service, available at docs.tezis.ai or another address Tezis designates, including its software, interfaces, models, features and Documentation, but excluding Customer Content and services provided by Model Providers that Customer configures.

“Subscription Term” means the period stated in an Order Form or, where there is none, the period described in Section 13.

“Usage Limits” means the limits on use of the Service stated in an Order Form or shown in the Service, such as the number of questions per month, the size of uploaded files or the number of Authorized Users.

Grant. Subject to this Agreement and timely payment of any applicable fees, Tezis grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Service, and to permit its Authorized Users to do so, solely for Customer’s internal business purposes and within the Usage Limits.

Authorized Users. Access is by invitation from Customer’s administrators. Each Authorized User’s credentials are personal to that individual and may not be shared. Customer is responsible for its Authorized Users’ compliance with this Agreement and for all activity under its account, and will notify Tezis promptly at the address in Section 22 on learning of any unauthorized access or use.

Administration. Customer’s administrators decide who is invited, which role each Authorized User holds, which documents each can read, and how long conversations are kept. Customer is responsible for configuring these settings to suit its own policies.

Usage Limits. Customer will use the Service within its Usage Limits. When a limit is reached the Service may decline further use of the affected feature until the limit resets or is raised by agreement.

Evaluation access. Where Customer uses the Service without paying fees — for example during an evaluation or pilot — that use is provided as is, may be subject to additional Usage Limits, and may be suspended or ended by Tezis at any time on notice to Customer.

Customer will not, and will not permit any person to: (a) sell, resell, rent, lease, sublicense or otherwise make the Service available to anyone other than its Authorized Users; (b) copy, modify or create derivative works of the Service; (c) reverse engineer, decompile or disassemble the Service, or attempt to discover its source code or underlying models, except to the extent applicable law expressly permits despite this restriction; (d) access the Service to build a competing product or service, or use Output to develop or train a competing artificial intelligence model; (e) circumvent, disable or interfere with any security, access-control or usage-limiting feature of the Service; (f) use automated means to access the Service other than through interfaces Tezis provides for that purpose, or place an unreasonable load on its infrastructure; (g) upload or transmit malicious code, or content that infringes, misappropriates or violates any person’s rights; or (h) use the Service in violation of applicable law or in a way that could harm Tezis, its other customers or any third party.

Ownership. As between the parties, Customer retains all right, title and interest in and to Customer Content. Nothing in this Agreement transfers ownership of Customer Content to Tezis.

License to Tezis. Customer grants Tezis a worldwide, non-exclusive, royalty-free license, for the Subscription Term and any period of retention under Section 13, to host, copy, process, transmit, index and display Customer Content solely as necessary to provide, secure and support the Service for Customer, to prevent or address technical or security problems, and as required by law.

Isolation. Tezis uses Customer Content to answer the questions of Customer’s Authorized Users only. Customer Content is not used to answer the questions of any other customer.

No training. Tezis does not use Customer Content to train, retrain or fine-tune any artificial intelligence model, and does not permit the Model Providers it selects to do so.

Customer responsibilities. Customer represents and warrants that it has all rights, licenses and consents needed to upload Customer Content and to permit Tezis to process it under this Agreement, and that doing so does not violate any law, contract or third party’s rights. Customer is solely responsible for the accuracy, quality and legality of Customer Content.

Usage data. Tezis may collect information about how the Service is used and performs — such as counts of questions, processing times and error rates — and use it to operate, secure and improve the Service, provided that it does not disclose such information in a form that identifies Customer, its Authorized Users or the substance of Customer Content.

The Service is designed for reference documents such as procedures, manuals, handbooks and policies. Unless Tezis and Customer have signed a written addendum that expressly permits it, Customer will not upload or submit: (a) protected health information as defined under the U.S. Health Insurance Portability and Accountability Act or similar health-privacy laws; (b) payment card data; (c) government-issued identification numbers, financial account credentials or passwords; (d) special categories of personal data under applicable data-protection law; or (e) information subject to export-control regulations.

Tezis has no obligation or liability with respect to data uploaded in breach of this Section, and Customer is responsible for any consequences of such an upload. Customer will notify Tezis promptly if such data has been uploaded so that it can be removed.

Nature of Output. Output is generated by artificial intelligence from Customer Content. It may be incomplete, inaccurate or out of date, and it may misstate or omit what a document says. The Service shows the passages each answer is drawn from so that Authorized Users can verify it.

No professional advice. The Service reports what Customer’s documents say. Output is not medical, legal, financial, safety, engineering or other professional advice. Customer is responsible for reviewing Output against its sources before relying on it, for any decision it makes using Output, and for ensuring that Output is not used as the sole basis for decisions affecting the health, safety, legal rights or finances of any person.

Ownership of Output. As between the parties, Customer owns the Output generated for it, to the extent any rights in Output exist, and Tezis assigns to Customer any rights it may have in such Output. Because of how artificial intelligence works, Output generated for Customer may resemble output generated for others.

Model Providers. To generate an answer, the Service sends the question and the passages of Customer Content relevant to it to a Model Provider. Where Tezis selects the Model Provider, Tezis will use providers that have committed not to train their models on that content.

Customer-configured providers. Where Customer configures the Service to use its own Model Provider account or credentials, Customer instructs Tezis to send that content to that provider, Customer’s agreement with that provider governs the provider’s handling of it, and Tezis is not responsible for that provider’s acts, omissions, availability or charges.

Subprocessors. Tezis uses third-party service providers to host the Service, deliver email and generate Output. Tezis remains responsible for their performance of its obligations under this Agreement. A current list is available on request at legal@tezis.ai, and Tezis will give notice before adding a subprocessor that will process Customer Content.

Safeguards. Tezis will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Content against unauthorized access, use, alteration and disclosure, including encryption of data in transit, access controls that separate each customer’s data from every other customer’s, logging of access to Customer Content, and regular backups.

Security incidents. Tezis will notify Customer without undue delay after confirming unauthorized access to Customer Content held by Tezis, and will provide information reasonably available to it to help Customer meet any obligations it has to report or respond to the incident.

Data protection. Where Customer’s use of the Service involves personal data that is subject to a data-protection law requiring a data-processing agreement, the parties will enter into one on Customer’s request, and it will form part of this Agreement.

The Service keeps a permanent audit record of each question asked, each answer given and each original document opened, which Customer’s administrators can review. Conversations are kept for the period Customer’s administrators set in the Service. Audit records are kept for the Subscription Term and afterwards as described in Section 13.

Fees. Customer will pay the fees stated in each Order Form. Unless the Order Form says otherwise, fees are invoiced in advance, payable in U.S. dollars within thirty (30) days of the invoice date, and non-refundable except as this Agreement expressly provides. Where there is no Order Form and Tezis has not stated a fee, the Service is provided without charge under Section 2.5.

Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, withholding and similar taxes on its purchases, other than taxes on Tezis’s net income.

Late payment. If an undisputed amount is more than thirty (30) days overdue, Tezis may, after giving at least ten (10) days’ written notice, suspend the Service until it is paid.

Changes to fees. Tezis may change its fees for a renewal by notifying Customer at least thirty (30) days before the renewal takes effect.

Definition. “Confidential Information” means non-public information that one party (the “Discloser”) discloses to the other (the “Recipient”) and that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is Customer’s Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before receipt, is independently developed without use of the Discloser’s information, or is rightfully received from a third party without a duty of confidentiality.

Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under this Agreement, will disclose it only to its employees, contractors and advisers who need to know it and are bound by obligations of confidentiality no less protective than these, and will protect it with at least reasonable care.

Required disclosure. The Recipient may disclose Confidential Information when required by law or court order, after giving the Discloser prompt notice where legally permitted, and reasonable help, at the Discloser’s expense, to seek a protective order.

Tezis’s rights. Tezis and its licensors own all right, title and interest in and to the Service, including all improvements to it and all intellectual property rights in it. Except for the rights expressly granted in this Agreement, Tezis reserves all rights, and no rights are granted by implication.

Feedback. If Customer or its Authorized Users give Tezis suggestions or other feedback about the Service, Tezis may use it without restriction or obligation, provided that Tezis does not identify Customer as its source without consent.

Term. This Agreement begins when Customer accepts it and continues until every Subscription Term has ended. Where an Order Form states a Subscription Term, it renews for successive periods of the same length unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Where there is no Order Form, the Subscription Term continues month to month until either party ends it by giving the other thirty (30) days’ written notice.

Termination for cause. Either party may terminate this Agreement by written notice if the other party materially breaches it and does not cure the breach within thirty (30) days of receiving notice describing it, or if the other party becomes the subject of bankruptcy, insolvency, receivership or similar proceedings that are not dismissed within sixty (60) days.

Effect of termination. When this Agreement ends, Customer’s right to use the Service ends. If Tezis terminates for convenience, or Customer terminates for Tezis’s uncured breach, Tezis will refund any prepaid fees for the period after termination. If Customer terminates for convenience, or Tezis terminates for Customer’s uncured breach, any unpaid fees for the remainder of the Subscription Term become due.

Return and deletion of Customer Content. For thirty (30) days after this Agreement ends, Tezis will, on Customer’s written request, make the original documents Customer uploaded available for Customer to retrieve. Tezis will then delete Customer Content from its active systems within thirty (30) days, and from its backups as they are replaced in the ordinary course. Tezis may keep audit records and other Customer Content only as long as the law requires, and will keep them confidential under Section 11 for as long as it does.

Survival. Sections 3, 4.1, 5, 6.2, 10 (as to amounts owed), 11, 12, 13.3 to 13.5, 15.3, 16, 17, 21 and 22 survive the end of this Agreement.

Tezis may suspend access to the Service, in whole or in part, if it reasonably determines that Customer’s or an Authorized User’s use poses a security risk to the Service or to others, breaches Section 3 or Section 5, could subject Tezis to legal liability, or that suspension is required by law, and as provided in Section 10.3. Tezis will limit the suspension to what is reasonably necessary, give notice beforehand where practicable and otherwise promptly afterwards, and restore access once the cause is resolved.

Mutual. Each party represents and warrants that it has the authority to enter into this Agreement and that doing so does not breach any other agreement by which it is bound.

Service. Tezis warrants that, during a paid Subscription Term, the Service will perform materially as described in the Documentation. If it does not, and Customer gives Tezis written notice describing the failure, Tezis will use commercially reasonable efforts to correct it; if Tezis cannot do so within thirty (30) days, either party may terminate the affected subscription and Tezis will refund the prepaid fees for the remainder of its term. This is Customer’s exclusive remedy for breach of this warranty.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, TEZIS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TEZIS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE.

By Tezis. Tezis will defend Customer against any claim by a third party alleging that the Service, as provided by Tezis and used in accordance with this Agreement, infringes or misappropriates that third party’s intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. Tezis has no obligation for claims arising from Customer Content, Output, Model Providers configured by Customer, combination of the Service with anything not provided by Tezis, or use in breach of this Agreement. If the Service is, or Tezis believes it is likely to be, subject to such a claim, Tezis may modify it to be non-infringing, obtain the right for Customer to continue using it, or terminate the affected subscription and refund the prepaid fees for the remainder of its term.

By Customer. Customer will defend Tezis against any claim by a third party arising from Customer Content, or from Customer’s breach of Section 3 or Section 5, and will pay the damages and costs finally awarded or agreed in settlement.

Procedure. The party seeking defense will give the other prompt written notice of the claim, sole control of its defense and settlement (provided that no settlement may impose an obligation or admission on the defended party without its consent), and reasonable cooperation at the defending party’s expense.

Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100) IF NO FEES WERE PAID OR PAYABLE.

Exceptions. The limits in this Section do not apply to Customer’s obligation to pay fees, to either party’s obligations under Section 16, to a party’s breach of Section 3 or Section 5, or to liability for gross negligence, fraud or willful misconduct, or that cannot be limited by law.

Neither party will use the other’s name, logo or trademarks, or describe the other as a customer or supplier, in any public statement or marketing material without the other’s prior written consent.

Each party will comply with the laws that apply to it in performing this Agreement, including export-control, sanctions and anti-corruption laws. Customer represents that it is not located in, and will not permit access to the Service from, a country or region subject to comprehensive U.S. sanctions, and that neither it nor its Authorized Users are on any U.S. government list of restricted parties.

Tezis may update this Agreement from time to time. Each version is published with its effective date, and the version Customer accepted is recorded. Tezis will give Customer at least thirty (30) days’ notice of a material change. A change takes effect for an existing customer at the end of that notice period or, if Customer has a paid Subscription Term and the change is materially adverse to Customer, at its next renewal. If Customer does not agree to a change, it may end its subscription before the change takes effect; continuing to use the Service after that means Customer accepts the change.

This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any such dispute, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Notices. Legal notices to Tezis must be sent by email to legal@tezis.ai. Notices to Customer may be sent to the email address given in its request for access or in an Order Form, or to any of its administrators. A notice is given when sent, unless the sender receives notice that it was not delivered.

Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it without consent to a successor in a merger, acquisition or sale of all or substantially all of its assets or of the business to which this Agreement relates, on notice to the other party.

Force majeure. Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor actions, failures of utilities or of internet or hosting providers, or denial-of-service attacks.

Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship, and no third party has rights under it.

Entire agreement and precedence. This Agreement, together with any Order Forms and addenda the parties sign, is the parties’ entire agreement on its subject and supersedes all prior and contemporaneous agreements and understandings on it. If they conflict, an Order Form or signed addendum prevails over this Agreement for its subject, and this Agreement prevails over the Tezis Docs Terms of Use and the Documentation. Terms in any purchase order or other Customer document are of no effect.

Interpretation. If a court holds any provision unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement will remain in effect. A failure or delay in enforcing a provision is not a waiver of it. Headings are for convenience only, and “including” means “including without limitation”. Acceptance by electronic means is as effective as a signature.