Terms & Conditions

These Terms and Conditions (“Agreement”) govern your access to and use of the Products and Services (as defined below) provided by Tars Tech (“we”, “us”, “our”). By accessing or using the Services, you (“Customer”) agree to be bound by this Agreement.

1. Definitions

1.1 “Services” means the website(s), software, applications, platforms, APIs and related support and professional services provided by Tars Tech as specified in an Order Form.

1.2 “Customer” means the entity identified in the applicable Order Form as the purchaser of the Services.

1.3 “Authorized Users” means individuals designated by Customer who are licensed to access the Services under the terms of this Agreement.

1.4 “Order Form” means the written ordering document executed by Customer and Tars Tech specifying the subscription plan, fees, term, and any supplemental terms.

1.5 “Customer Data” means data, content or information input or uploaded by Customer or its Authorized Users into the Services.

2. Grant of License & Use Restrictions

2.1 Subject to Customer’s compliance with this Agreement and payment of applicable fees, Tars Tech grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services for its internal business purposes during the Term.

2.2 Customer shall not:

• (a) sell, resell, rent, lease, sublicense or distribute the Services;

• (b) use the Services to build any competitive product or service;

• (c) modify, decompile, reverse engineer or attempt to derive the source code of the Services;

• (d) use the Services in violation of any applicable third-party platform terms, laws or regulations, including but not limited to personal data protection or export controls.

  
  

3. Intellectual Property

3.1 Tars Tech and its licensors retain all right, title and interest in and to the Services, including all associated intellectual property rights.

3.2 Customer retains ownership of its Customer Data. Customer grants Tars Tech a worldwide, non-exclusive, royalty-free license to host, process, reproduce, display, adapt and distribute Customer Data solely for the purpose of providing the Services.

3.3 Feedback. If Customer provides any suggestions, bug reports, feature requests or other feedback, Customer grants Tars Tech a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without further compensation.

4. Fees, Invoicing & Payment

4.1 Customer will pay the fees set forth in the Order Form. Unless otherwise agreed, all invoices are payable within 30 days of issue.

4.2 Tars Tech may increase fees upon renewal, provided it gives Customer written notice at least 90 days prior to renewal.

4.3 Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Term & Termination

5.1 The term of this Agreement commences on the Effective Date set in the Order Form and continues for the initial period specified. Unless Customer gives written notice of non-renewal at least 60 days prior to the end of the then-current term, the term will automatically renew for successive one-year periods.

5.2 Either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure the breach within 30 days of written notice.

5.3 Upon termination: (a) Customer’s access to the Services ends; (b) Tars Tech may delete or anonymize Customer Data following a reasonable retention period; (c) Sections 2, 3, 5.4, 6, 7, 8, 9 and 10 survive termination.

5.4 Customer shall pay all fees accrued up to the effective date of termination; no refunds will be given except as explicitly stated in the Order Form.

6. Data Protection & Privacy

6.1 Tars Tech will process personal data only as described in its Privacy Policy and in compliance with applicable data protection laws.

6.2 Customer will comply with all applicable privacy and data protection laws in its use of the Services, including when providing Customer Data (which may include personal data) to Tars Tech.

6.3 If Tars Tech acts as a Processor on behalf of Customer (the Controller), a Data Processing Addendum (“DPA”) will apply and is incorporated by reference.

7. Warranties, Disclaimers & Limitations of Liability

7.1 The Services are provided “as-is” and “as available”. Tars Tech disclaims all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.

7.2 To the maximum extent permitted by applicable law, Tars Tech’s aggregate liability under this Agreement shall not exceed the fees paid by Customer in the 12 months preceding the claim. Neither party shall be liable for indirect, special, incidental or consequential damages, including lost profits or goodwill.

7.3 Customer will indemnify, defend and hold harmless Tars Tech and its affiliates from and against any claim arising from Customer’s misuse of the Services, its content or any violation of this Agreement. Tars Tech’s indemnification obligations (if any) are subject to Section 6 of this Agreement.

8. Acceptable Use & Third-Party Content

8.1 Customer and its Authorized Users must comply with all the applicable laws, including those applicable to third-party platforms from which the Services derive content.

8.2 Customer acknowledges that the Services may provide access to content from third-party platforms (“Third-Party Content”) and agrees not to publicly display, publish or distribute such content unless expressly permitted under the Order Form and the policies of the third-party platform.

8.3 Customer will not use the Services for law enforcement, surveillance, tracking of individuals, discrimination, or other illegal or unethical purposes.

9. Governing Law, Dispute Resolution & Notices

9.1 This Agreement will be governed by the laws of [State/Province, Country] without regard to its conflict of law provisions.

9.2 Any dispute arising under this Agreement shall be resolved by binding arbitration in [City, Country], unless otherwise agreed in writing. Customer waives any right to participate in class actions, except where prohibited by law.

9.3 Notices to Customer will be sent via email or an in-platform message to the primary contact; notices to Tars Tech will be addressed to:

Tarstech, Inc.

Email: legal@tarstech.com

10. Amendments & Severability

10.1 Tars Tech may change these Terms at any time by posting the revised terms on its website and notifying the Customer. Continued use of the Services after the effective date of changes shall constitute acceptance of the revised Terms.

10.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions of this Agreement will continue in full force and effect.