This Terzo Try It Agreement (“Agreement”) is between Terzo Technologies Inc., a Delaware corporation with an address at 100 North Point Center East, Suite 440, Alpharetta, GA 30022 (“Terzo” or “we” and similar pronouns), and the entity that utilizes Terzo’s AI Platform under this Agreement as described below (“you” and similar pronouns). This Agreement governs your use of the AI Platform.
WHAT TERZO DOES
What Terzo Does: You upload documents such as contracts/invoices, then Terzo automatically extracts data from them and surfaces savings, revenue and contract insights back to you. In parallel, we show you a sandbox of pre-existing sample contracts data that we share so you can easily understand the tremendous value we provide.
Confidential: Terzo uses your contract data only to provide the Service to you. Terzo does not use your contract data to train shared models for other customers.
No Fees: This self-service tier is free.
Ending this Agreement: Either you or Terzo can end this Agreement at any time, for any reason, with notice to the other party.
1. Definitions
Here’s a few definitions so you know what we’re talking about:
“AI Platform” means the artificial intelligence platform provided by Terzo where you upload your Data to the AI Platform’s Drive, and we extract key information to generate savings, revenue opportunities, and contract insights.
“Users” means your company’s personnel that you allow to use the Services.
“Documentation” means Terzo-provided user help files in the AI Platform.
“Drive” means where in Terzo’s AI Platform you can upload your documents.
“Data” means any data and documents you submit to the AI Platform, and any outputs generated by the AI Platform based on what you submit.
2. AI Platform
Use the AI Platform. Go ahead and use the AI Platform as enjoyed by our many happy customers, in any legally allowed location, but just for your own company’s internal business needs. You maintain confidentiality of your usernames, passwords, and account information in your possession (we will do the same), and make sure your users comply with this Agreement.
What the AI Platform Does. We will load up the AI Platform with your Data outputs so you can start seeing savings, revenue opportunities, and contract insights.
Use Restrictions. You can’t: (a) let third parties use the AI Platform without our consent, such as in an order form signed by us under this Agreement, (b) copy, modify, derive, benchmark (no usage to compete with us), or reverse engineer the AI Platform, (c) interfere with the AI Platform’s system integrity or security (including malicious code uploads), conduct fraud or identity impersonation, or misrepresent Data sources, (d) use any automated technology such as scrapers or spiders to access the AI Platform, (e) collect any personal data from the AI Platform without prior written consent, or (f) use the AI Platform in a way not permitted per this Agreement.
Unauthorized Use. We will notify you and you will notify Terzo if there’s unauthorized use of any password or Terzo account or any other breach of security relevant to the Data. Both of us will tell the other about and use reasonable efforts to promptly stop any Data distribution that violates this Agreement or any laws that apply.
Intellectual Property and Ownership. You own all rights in your Data which is your Confidential Information. Terzo owns all rights in Terzo’s Confidential Information including the AI Platform (including all improvements and changes, plus any associated inventions or technologies).
Feedback. If you provide feedback to Terzo concerning the AI Platform, you grant Terzo a right to use the feedback without restriction, compensation or an end date.
3. Data
Data Usage/Anonymization. We will make sure all your Data only lives within a private AI Platform tenant dedicated for you and not any third party. We collect and analyze information on AI Platform usage and performance to improve and enhance the AI Platform. None of this involves your Data. We will de-identify and aggregate your Data, removing any personal data, so you and your Data are not identified.
Data Deletion. When the Agreement ends, we will delete all your Data within sixty (60) days unless that’s not reasonably feasible, in which case we will keep protecting your Data per all the confidentiality and security duties we promise to meet in this Agreement. The only exceptions are where it may be difficult and/or costly to delete the Data, and that we can maintain digital fingerprint and administrative records relating to deleted files for audits and other commercially reasonable purposes, but we will continue to protect the confidentiality and data security of that Data per this Agreement as long as we have it.
Data Protection and Privacy Policy. We do not process personal data in any significant way. We only set up your user account(s) and contact you for support and Terzo deals. If you share Data with Terzo containing personal data, we don’t change it, share it with third parties except our standard hosting and support subcontractors, or process it beyond simple storage (for instance, as to signature blocks in contracts). Terzo also identifies documents (that are not contracts, inventory, purchase orders, or other financial documents) which may contain personal data and quarantines them so they are not processed at all. For added clarity, please see our current privacy policy on Terzo’s website.
Laws and Responsibilities. You and we will comply with all laws that apply, including all data protection, export, and anti-bribery and anti-corruption laws. To that end, we are responsible for what happens in the AI Platform and you are responsible for what happens in your systems and with your contract counterparties (other than Terzo).
4. Fees and Payment
Go ahead and use the AI Platform for free; we won’t charge you while this Agreement is in effect. Bottom line: we don’t charge you here and you don’t charge Terzo.
5. Term and Termination
Term. The Agreement’s term starts when you click “I Agree” or log into the AI Platform for the first time and ends whenever you or Terzo want to end it, for any reason or no reason at all.
Termination. Just send Terzo an email at legal@terzocloud.com stating your company name that you entered here and say: “We are notifying you per this email that the Terzo Try It Agreement is terminated on 5 business days prior notice.” If we terminate, we will give you the same 5 business days prior notice. Also, either you or Terzo can terminate without prior notice if the other side breaches the Agreement.
After Termination. After the Agreement is over, you (including all your users) will stop using the AI Platform. All Agreement sections which by their nature are intended to survive termination do so, such as Data, Confidentiality, Intellectual Property and Ownership, Disclaimers, Limitation of Liability, Indemnity and General.
6. Representations + Disclaimer
Mutual. You and Terzo represent that this Agreement is fully enforceable.
Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TERZO MAKES NO IMPLIED OR STATUTORY REPRESENTATION OR WARRANTY OF ANY KIND (EITHER IMPLIED IN FACT OR BY OPERATION OF LAW), AS TO ANY MATTER WHATSOEVER, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Confidentiality
Definition. “Confidential Information” means all the information you or we share with each other. When you or we share Confidential Information, the sharer is called the “Discloser” and the receiver is called the “Receiver”. There are exceptions to what is considered Confidential Information. These exceptions are information: rightfully received from someone else (i.e., a third party) or in the public domain, already known, or independently developed by the Receiver without relying on the Discloser’s Confidential Information.
Nondisclosure and Nonuse. The Receiver will not share the Discloser’s Confidential Information with any third party. But there is an exception to that. A Receiver can share Discloser’s Confidential Information with Receiver’s contractors, attorneys and accountants, on an as needed basis, under a confidentiality agreement no less restrictive this “Confidentiality” section. The Receiver will only use the Discloser’s Confidential Information to perform as required per this Agreement and comply with applicable law. The Receiver will protect the Discloser’s Confidential Information from disclosures with reasonable measures.
Compelled Disclosure. Sometimes the Receiver has to share the Discloser’s Confidential Information to comply with laws that apply. When that happens, the Receiver will notify Discloser before sharing and reasonably cooperate with the Discloser if it tries to restrict this sharing (if legally allowed).
8. Indemnification
By Terzo. As long as you use the AI Platform per this Agreement and the Documentation, Terzo will indemnify, defend and hold you harmless from any third party claim that the AI Platform violates intellectual property right(s). For all of this kind of claim, Terzo may obtain the required intellectual property rights, change the AI Platform to eliminate the claim, or terminate the Agreement. This provision is the only remedy for this kind of claim.
By You. As long as Terzo uses your Data per this Agreement, you will indemnify, defend and hold harmless Terzo from any third party claim that Terzo’s use of the Data violates any third party rights or laws that apply.
Procedure. If either of us (the “Indemnified”) wants to be indemnified, then notify Terzo or you (the “Indemnifier”), provide the Indemnifier with control over the claim’s defense and settlement in that notice, and provide reasonable assistance to the Indemnifier. The Indemnifier will not settle a claim (other than for paid or actions taken by the Indemnifier alone) without the Indemnified’s prior written consent. Subject to the Indemnifer’s control, the Indemnified may participate in the claim’s defense and settlement at its own expense and with its own attorneys.
9. Limitation of Liability
Disclaimer of Indirect Damages. NEITHER YOU OR TERZO (NOR THEIR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, PERSONNEL, SUBCONTRACTORS OR AGENTS) WILL BE, UNDER ANY CIRCUMSTANCES, LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SAVINGS, REVENUES OR BUSINESS.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL TERZO’S TOTAL LIABILITY OF ALL KINDS RELATED TO THIS AGREEMENT EXCEED AN $10,000 U.S. DOLLARS. ANY CLAIM YOU MAKE AGAINST TERZO MUST BE MADE WITHIN 365 DAYS AFTER THE CLAIM AROSE.
Applicability. THE LIMITATIONS IN THIS “LIMITATION OF LIABILITY” SECTION WILL APPLY IN THE AGGREGATE AND NOT ON A PER CLAIM BASIS, REGARDLESS OF THE FORUM, WHETHER ANY DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT, OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY.
Conflicts. If there IS any conflict or ambiguity between this “Limitation of Liability” section and anywhere else, this section controls.
10. Cybersecurity
Cybersecurity Requirements. Terzo uses administrative, physical, and technical safeguards to comply with applicable laws, including data privacy and security laws. Terzo also complies with ISO 27001: 2022 (Information Security Management System), ISO 42001: 2023 (Artificial Intelligence Management System), ISO 27701: 2019 (Privacy Information Management System), and System and Organization Controls (SOC) 2, Type II. You are responsible for maintaining the security and operability of your own systems and devices used to access the AI Platform and the quality of your Data when you provide it to Terzo.
11. General
Force Majeure. Neither you nor Terzo will be in breach of this Agreement to the extent caused by any cause that is beyond reasonable control.
Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California; choice or conflict of law rules do not apply. The United Nations Convention on Contracts for the International Sale of Goods is disclaimed.
Arbitration. Other than with respect to the right of either party to apply to a court of competent jurisdiction for a preliminary injunction or other equitable relief to prevent irreparable harm. Any dispute regarding this Agreement will be resolved by you and Terzo per binding arbitration, conducted in the English language, in Los Angeles County, California, under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. Any award will be based on laws that apply, and can be entered in any competent court. You and Terzo will their own respective costs without any attorney fees shifting. The arbitration, including any settlements, is Confidential Information belonging to both of us.
Entire Agreement. This Agreement is the complete agreement between you and Terzo as to the AI Platform and supersedes all previous agreements, oral or in writing. Any Agreement changes must be in writing and signed by both parties, except that from time to time, on 30 days notice to you, Terzo may update this Agreement.
Miscellaneous. Independent Contractors. You and Terzo are independent contractors and can’t bind each other. Severability. If any part of this Agreement is found invalid, then the remaining Agreement portions remain in effect. Waivers. Any Agreement waiver by a party must be in writing to be effective, and a one time waiver does not apply in the future. Assignments. A party may not assign or otherwise transfer this Agreement without the other party’s prior written consent; any attempt to do so without that consent is invalid. Injunctive Relief, Cumulative Remedies. There may be no adequate remedy at law for Agreement breaches, so the non-breaching party can seek immediate injunctive relief without needing to post bond or a different security. All remedies under this Agreement are cumulative and nonexclusive. Notices. Any notice under this Agreement will be effective if delivered email — to you, at the email address associated with your account, and to Terzo, at legal@terzocloud.com — or by posting the notice within the AI Platform or on Terzo’s website. Notices are deemed given when received. Interpretation. Unless the context requires otherwise, “including” (and any of its derivative forms) means “including, but not limited to”.