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Terms and conditions

AGREEMENT TO OUR LEGAL TERMS

We are Tapistro, Inc. ("Company," "we," "us," "our").

We operate the website https://www.tapistro.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at support [AT] tapistro.com or by mail to 2445 Augustine Dr, Suite 150, Santa Clara, CA 95054, USA, Santa Clara, CA 95054, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Customer”, "you"), and Tapistro, Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

 

SAAS SERVICES; IMPLEMENTATION SERVICES; SUPPORT

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with access to and use the Services solely for its internal business purposes. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the company’s standard practice.

If applicable, Company will perform the Implementation Services as described in the Order Form, which may identify additional terms for the Implementation Services. Customer will give Company timely access to any materials reasonably necessary for the Implementation Services, and Company will use such materials only for purposes of providing the Implementation Services.
 

RESTRICTIONS AND RESPONSIBILITIES

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Company or authorized within the Services); use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.   

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Company reserves the right to monitor Customer’s use of the Services, and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

Certain features of the Services may permit Customer to provide prompts or other input (collectively, “Input”) in order to receive output generated by an artificial intelligence platform or tool and returned by the Services based on such Input (“Output”).  Customer agrees not to state or suggest that Output was human-generated when it is not.  The Services are not intended to be used, and Customer agrees not to use, or permit any third party to use, the Services, including to generate any Output, for: (a) any illegal activity; (b) child sexual abuse material or any content that exploits or harms children; (c) generation of hateful, harassing, or violent content; (d) generation of viruses or malware; (e) any activity that has high risk of physical harm; (f) any activity that has high risk of economic harm; (g) fraudulent or deceptive activity; (h) adult content, adult industries or dating apps; (i) political campaigning or lobbying; (j) activity that violates people’s privacy; (k) unauthorized practice of law or offering tailored legal advice without a qualified person’s review; (l) offering tailored financial advice; (m) diagnosing a certain health condition, or providing treatment instructions; providing diagnostic or treatment services for serious medical conditions; triaging or managing life-threatening issues that need immediate attention; or (n) high risk decision-making. In addition, Customer will comply with any third party terms, guidelines, policies or the like to which Company links in connection with Customer’s generation of Output.

 

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, products or services (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes Customer Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. In the event that the Receiving Party is required by law to make any disclosure of any of the Disclosing Party’s Proprietary Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

Customer shall own all right, title and interest in and to any data, information or other materials that are submitted by the Customer to the Services or otherwise made available to the Company in the provision of the Services, including, without limitation, the Input and Output. Company shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, whether or not developed based on Customer’s suggestions or other feedback, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.      

Notwithstanding anything to the contrary, Company shall have the right to collect, analyze and otherwise exploit data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to provide the Services, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Customer is responsible for all Customer Data, including for ensuring that it does not violate any applicable law or this Agreement.
 

PAYMENT OF FEES

Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Customer authorizes Company to charge Customer’s chosen payment provider for any such amounts. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company within thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.   
 

TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within the notice period.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company may make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. The provisions of Sections 2.1, 3-5, 6.2-6.4, 8 and 9 shall survive any termination or expiration of this Agreement.
 

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.   

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICES MAY PROVIDE ACCESS TO AND USE OF CERTAIN THIRD PARTY SERVICES, WHICH MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, PRIVACY POLICIES, OR OTHER AGREEMENTS WITH THIRD PARTY PROVIDERS, AND CUSTOMER MAY BE REQUIRED TO AUTHENTICATE TO OR CREATE SEPARATE ACCOUNTS TO USE SUCH THIRD PARTY SERVICES. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.

Due to the automated content generation, Output may not be unique or entirely relevant across users and the Services may generate the same or similar output for Customer, Company or a third party. Other users may also provide similar Input and receive the same or similar Output. Notwithstanding anything to the contrary in this Agreement, responses that are requested by and generated for other users are not considered Customer’s Output.  Customer hereby irrevocably releases, acquits and forever discharges, and agrees not to sue, Company or any of its affiliates, or any of their employees, officers, directors or representatives with respect to any liability for direct or indirect copyright, trademark or other infringement, misappropriation or violation of any rights with respect to the Output. Use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places or facts.  Customer agrees to evaluate and be responsible for the accuracy of any Output as appropriate for Customer’s use case.
 

DATA PRIVACY & SECURITY  

Customer understands and acknowledges that, in connection with the use of the service by the Customer, Customer’s users, and Customer’s end users, the Company processes any personal data only on Customer’s behalf and both hereby agree that Customer shall be deemed to be the data controller and Company shall be deemed to be the data processor as those terms are understood under the laws such as GDPR. Company shall process such personal data only for the purposes of providing, maintaining, improving, and supporting the Service(s).

Company shall reasonably assist the Customer, at Customer’ expense, to enable the Customer to respond to any request from a data subject to exercise any of its rights under applicable data protection law (including its rights of access, correction, objection, erasure, and data portability, as applicable). In the event that any such request, correspondence, inquiry, or complaint is made directly to the Company, we shall promptly inform you providing full details of the same.

Customer is responsible for ensuring that Customer Data and any use or combination thereof complies with all applicable laws, guidelines, regulations, codes, and rules (including, without limitation, any laws, guidelines, regulations, code or rules in any jurisdictions that Customer Data is sent), and established industry best practices for data usage and privacy.
 

LIMITATION OF LIABILITY  
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 06 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  Any attempted assignment, delegation or transfer by a party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.