Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Tessarac platform (the "Service") operated by Tessarac, LLC ("Tessarac", "we", "us", or "our"). By creating an account, deploying any Tessarac container distribution, or otherwise accessing or using the Service, you ("Customer" or "you") agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not have such authority, or if you do not agree to these Terms, you may not access or use the Service.

2. Definitions

• Authorized Users means employees, contractors, and agents of Customer who are authorized to access the Service on Customer's behalf, subject to the per-seat or per-identity limits in the applicable plan.
• Customer Data means any data, content, secrets, identities, credentials, provider API keys, configuration, or other information that Customer or its Authorized Users submit, upload, store, or transmit through the Service.
• Documentation means the operational, integration, and security documentation Tessarac makes available in our documentationand in-product.
• Hosted SaaS means the Tessarac-operated, multi-tenant deployment of the Service accessible at the regional URLs Tessarac publishes.
• Self-Deployed Distribution means the container images, Helm charts, and Kubernetes operators Tessarac distributes for Customer to run inside its own infrastructure.
• Order means an ordering document, online checkout flow, or signed quote describing the plan, term, and fees Customer has selected.

3. Subscription, Plans, and Payment

The Service is offered on a subscription basis. Each Order specifies the plan, the subscription term, the seats, identities, usage, or credits included, and the fees payable. Fees may be fixed, usage-based, or a combination (including consumption of prepaid credits and any share-of-savings component), as stated in the Order. Unless otherwise stated in the Order, fees are invoiced annually in advance and are due net thirty (30) days from the invoice date.

Subscriptions automatically renew at the end of each term for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal fees may reflect Tessarac's then-current list price.

All fees are exclusive of taxes. Customer is responsible for paying all sales, use, value-added, and similar taxes (excluding taxes on Tessarac's net income). Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

4. License Grant and Distribution

Subject to Customer's compliance with these Terms and timely payment of fees, Tessarac grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the subscription term to: (a) access and use the Hosted SaaS for its internal business purposes; and (b) install, configure, and operate the Self-Deployed Distribution within Customer's own infrastructure for its internal business purposes, subject to the limits in the applicable Order.

Certain components of the Service are distributed under open-source licenses (including, without limitation, the Business Source License). Open-source components are governed by their respective license terms, which take precedence over these Terms with respect to the use and distribution of those components.

Customer shall not, and shall not permit any third party to: (i) reverse engineer, decompile, or disassemble the Service except to the extent expressly permitted by applicable law; (ii) remove or alter any proprietary notices; (iii) use the Service to develop a competing product or service; (iv) circumvent any access controls, license keys, or telemetry; or (v) sublicense, resell, or commercially distribute the Service to third parties without Tessarac's prior written consent.

5. Acceptable Use

Customer shall not use the Service to:

• violate any applicable law, regulation, or third-party right;
• store, transmit, or process malware, viruses, ransomware, or any other code intended to disrupt, damage, or gain unauthorized access to any system;
• interfere with or disrupt the integrity, performance, or security of the Service, or the data of any other Tessarac customer;
• attempt to gain unauthorized access to the Service, other Tessarac customers' tenants, or any underlying infrastructure;
• use the Service to conduct security research, penetration testing, or vulnerability scanning without Tessarac's prior written consent (our published responsible-disclosure program covers in-scope research);
• engage in spam, phishing, fraud, identity theft, or any deceptive practice; or
• use the Service in connection with any application that requires fail-safe performance unless Customer has obtained Tessarac's prior written consent and assumes all risk associated with such use.

Tessarac may suspend or terminate Customer's access to the Service if Customer materially breaches this Section. Tessarac will provide reasonable advance notice where practicable.

6. Customer Data and Security

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Tessarac a limited, non-exclusive, worldwide license to host, process, transmit, copy, display, and modify Customer Data solely as necessary to provide the Service and to fulfill Tessarac's obligations under these Terms.

Tessarac will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as further described in the Tessarac Security overviewand the Data Processing Agreement.

Customer is responsible for: (a) the accuracy, quality, and legality of Customer Data and the means by which it was acquired; (b) maintaining the confidentiality of authentication credentials, provider API keys, and any customer-managed encryption keys (including BYOK/HYOK or Dedicated HSM key material); (c) ensuring that its Authorized Users comply with these Terms; and (d) configuring the Service appropriately for its compliance and risk posture.

7. Intellectual Property

Tessarac and its licensors own all right, title, and interest in and to the Service, including all intellectual property rights therein. Except for the limited license expressly granted in these Terms, no rights are transferred to Customer.

If Customer provides feedback, suggestions, or improvement ideas regarding the Service ("Feedback"), Tessarac may use, modify, and incorporate the Feedback into the Service without restriction or compensation to Customer.

8. Warranties and Disclaimers

Each party represents and warrants that it has the legal authority to enter into these Terms. Tessarac warrants that the Hosted SaaS will substantially conform to its Documentation under normal use. Customer's sole and exclusive remedy for any breach of this warranty is, at Tessarac's option, correction of the non-conformity or, if Tessarac is unable to correct it within a reasonable time, termination of the affected subscription and a pro-rata refund of pre-paid, unused fees.

EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TESSARAC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TESSARAC DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Indemnification

By Tessarac. Tessarac will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes that third party's intellectual property rights, and will indemnify Customer for amounts finally awarded against Customer (or amounts in a Tessarac-approved settlement). If the Service is held to infringe, Tessarac may, at its option, modify the Service so it no longer infringes, procure for Customer the right to continue using it, or terminate the affected subscription and refund pre-paid, unused fees.

By Customer. Customer will defend Tessarac against any third-party claim arising from (a) Customer Data, (b) Customer's use of the Service in violation of these Terms or applicable law, or (c) Customer's products, services, or business operations. Customer will indemnify Tessarac for amounts finally awarded against Tessarac (or amounts in a Customer-approved settlement).

Each party's indemnification obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim, (ii) granting sole control of the defense and settlement to the indemnifying party (provided that no settlement may impose liability on the indemnified party without its consent), and (iii) providing reasonable cooperation at the indemnifying party's expense.

10. Limitation of Liability

EXCEPT FOR (a) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (b) CUSTOMER'S PAYMENT OBLIGATIONS, (c) EITHER PARTY'S BREACH OF CONFIDENTIALITY, OR (d) CUSTOMER'S BREACH OF THE LICENSE OR ACCEPTABLE-USE PROVISIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO TESSARAC FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11. Term and Termination

These Terms commence on the Effective Date and continue until all subscriptions hereunder have expired or been terminated. Either party may terminate these Terms (and any active Order) for cause if the other party materially breaches and fails to cure within thirty (30) days after written notice.

Upon expiration or termination: (i) Customer's license to use the Service terminates; (ii) Customer will pay all undisputed fees accrued before termination; and (iii) Tessarac will, upon Customer's request and subject to a reasonable timeframe, make Customer Data available for export. Tessarac will delete Customer Data within ninety (90) days of termination, except as required by law or as set forth in the Data Processing Agreement.

Sections that by their nature should survive termination (including, without limitation, intellectual property, indemnification, limitations of liability, governing law, and miscellaneous) will survive.

12. Compliance and Export Controls

Customer represents that it is not, and is not acting on behalf of: (a) any person or entity on a denied, unverified, sanctioned, or restricted-party list maintained by the U.S. or any other government with jurisdiction; or (b) any person or entity located in a jurisdiction subject to comprehensive U.S. or EU sanctions. Customer will not export or re-export the Service in violation of applicable export-control laws.

Customer is responsible for determining whether its use of the Service is permitted under, and complies with, the laws and regulations applicable to its industry and jurisdiction (including, without limitation, GDPR, CCPA, HIPAA, PCI-DSS, FedRAMP, ISO 27001, and SOC 2).

13. Support and Service Levels

Support tiers, response-time targets, and uptime commitments for the Hosted SaaS are described in theService Level Agreement and may be supplemented by the applicable Order. The Self-Deployed Distribution is supported through the channels described in the Order; uptime SLAs do not apply to Customer-operated infrastructure.

14. Modifications to Terms

Tessarac may update these Terms from time to time. Material changes will be communicated to Customer by email or in-product notice at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws provisions. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or related to these Terms, 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.

Before initiating litigation, the parties will attempt in good faith to resolve any dispute through executive-level negotiation. If the dispute is not resolved within sixty (60) days, either party may proceed to litigation.

16. Miscellaneous

These Terms (together with each Order and any incorporated policies) constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other's consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices to Tessarac must be sent to the contact address below. The relationship between the parties is that of independent contractors. There is no joint venture, partnership, employment, or agency relationship created by these Terms.

17. Contact Information

Questions about these Terms should be sent to our teamor to legal@tessarac.com.

See also: Privacy Policy,Data Processing Agreement,Service Level Agreement.