Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between you (either an individual or a legal entity, referred to as "you," "your," or "User") and Tensor Analytics LLC ("Tensor," "we," "our," or "us") governing your access to and use of tensoranalytics.ai (the "Site") and the GrepEye platform and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

These Terms are governed by the Information Technology Act, 2000 (India), the rules issued thereunder including the Reasonable Security Practices and Procedures, and the Uniform Commercial Code (UCC) as adopted in the State of Virginia, USA, without regard to conflict-of-law principles.

• "Customer Data" means any data, information, or content you upload to, generate within, or transmit through the Service.
• "User Submissions" means any information you submit through the Site's Contact, Schedule Demo, or similar forms.
• "Workspace" means an isolated tenant within the Service, provisioned per customer or business unit.
• "Config Pack" means a bundled configuration template that can be imported to bootstrap a new workspace.
• "Pilot" means the structured 8-week implementation programme offered by Tensor to evaluate the Service on a Customer's data.
• "Acceptable Use Policy" or "AUP" means the policy describing permitted and prohibited uses of the Service, incorporated by reference into these Terms.

You must be at least 18 years of age and able to form a legally binding contract to use the Service. You must provide truthful, complete registration information and promptly update any changes. Credentials may not be shared outside your organisation. You are responsible for all activity that occurs under your account. Notify Tensor immediately of any unauthorised use or security incident.

For users in India, you represent that you have complied with the Know Your Customer (KYC) and other onboarding requirements of your organisation, and that your use of the Service complies with applicable Indian law including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

Subject to your compliance with these Terms and any applicable order form, Tensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the subscription term.

This license does not grant you any right to (i) modify, adapt, translate, or create derivative works of the Service; (ii) reverse engineer, decompile, or disassemble any part of the Service except to the extent applicable law prohibits this restriction; (iii) resell, sublicense, lease, rent, or otherwise distribute access to the Service; or (iv) use the Service to build a competing product or service.

GrepEye, the Tensor Analytics name and logo, and all related marks are trademarks of Tensor Analytics LLC. All other trademarks are the property of their respective owners. No license is granted to you in any trademark or trade name of Tensor except as expressly set out in these Terms.

You agree not to use the Service to:

• Violate any applicable Indian law, US federal or state law, or the law of any other jurisdiction applicable to you.
• Infringe the intellectual property, privacy, or other rights of any person or entity.
• Upload, store, or transmit any content that is unlawful, defamatory, obscene, threatening, harassing, or otherwise objectionable.
• Introduce malware, ransomware, or any other malicious code into the Service.
• Attempt to gain unauthorised access to any part of the Service, another user's workspace, or any Tensor system or network.
• Interfere with or disrupt the Service, including by attempting to overload, crash, or disable any server or network.
• Use the Service to send unsolicited commercial communications, spam, or phishing messages.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service.

Violations of this Acceptable Use Policy may result in immediate suspension or termination of your account, without refund, and may be reported to law enforcement authorities under Section 43 and Section 66 of the Indian IT Act, 2000 and applicable US law.

You retain all right, title, and interest in and to your Customer Data. Tensor does not acquire any ownership rights in your Customer Data. You grant Tensor a limited license to access, copy, and process your Customer Data solely as necessary to provide, maintain, and improve the Service, and to comply with legal obligations.

You are solely responsible for the accuracy, quality, and legality of your Customer Data, and for ensuring you have all necessary rights and consents to upload it to the Service. This is particularly important under the DPDP Act 2023 (India) and CCPA/CPRA (California): if your Customer Data contains personal data, you are the Data Fiduciary / Business and Tensor is your processor. Your use of the Service is subject to a separate Data Processing Addendum (DPA) available on request.

Tensor will not access or use Customer Data for any purpose other than as necessary to provide the Service, except where required by law. Tensor will not use Customer Data to train AI models, fine-tune foundation models, or otherwise improve third-party products.

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect personal data. The Privacy Policy is incorporated into these Terms by reference. Please read it carefully.

Fees for the Service are set out in the order form or statement of work signed between you and Tensor. Unless otherwise stated, all fees are quoted in US dollars and are exclusive of taxes. You are responsible for all applicable taxes, including Goods and Services Tax (GST) in India, sales tax, use tax, and value-added tax in the relevant jurisdiction.

Payment terms are net 30 days from the invoice date, unless otherwise specified. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Tensor may suspend the Service after 15 days of overdue payment, with prior written notice.

Under Article 2 of the UCC, the Service is licensed, not sold, and the warranty provisions of UCC Article 2 apply only to the extent explicitly adopted in these Terms. The pilot programme (8 weeks) is provided for evaluation purposes and may be terminated by either party at any time during the pilot without further obligation, subject to payment of any pilot fees already incurred.

The Site and Service are provided "as is" and "as available." To the fullest extent permitted by law, Tensor disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, Tensor does not warrant that the Service will be uninterrupted, error-free, or secure, or that any forecast, recommendation, or output generated by the Service will be accurate, complete, or reliable.

The Service is a planning and decision-support tool. Outputs (including ML forecasts, supply netting results, and exception intelligence) are not professional advice. You are responsible for reviewing all outputs before acting on them, and for any business decision made based on the Service. Tensor does not provide legal, financial, accounting, or other professional advice.

In India, the disclaimers above are subject to Section 79 of the Information Technology Act, 2000 and the Intermediary Guidelines, but you acknowledge that Tensor is not merely an intermediary when providing the Service under a contractual relationship.

To the maximum extent permitted by law, Tensor's total liability for all claims arising out of or related to the Site or Service will not exceed the greater of (a) the amount paid by you to Tensor in the twelve months preceding the event giving rise to liability, or (b) one thousand US dollars (USD 1,000).

In no event will Tensor be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, business, or data, whether in contract, tort (including negligence), or any other theory of liability, even if Tensor has been advised of the possibility of such damages.

The limitations and exclusions in this section apply even if any remedy fails of its essential purpose. They do not apply to liability that cannot be excluded under applicable law, including liability for gross negligence, wilful misconduct, or breach of confidentiality obligations under the DPDP Act or Indian IT Act.

You will indemnify, defend, and hold harmless Tensor and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) your Customer Data, (ii) your breach of these Terms, (iii) your violation of applicable law, or (iv) your infringement of any third-party intellectual property right.

Each party agrees to protect the other party's confidential information with the same degree of care it uses to protect its own similar information, and at least reasonable care. Confidential information includes non-public business, technical, and product information, as well as Customer Data. These obligations survive termination.

These Terms are effective from the date you first access the Service and continue until terminated. You may terminate your account at any time by notifying Tensor in writing. Tensor may terminate or suspend your access to the Service immediately, without prior notice, if you breach these Terms.

Upon termination your access will cease and, upon written request, Tensor will delete your Customer Data within thirty days unless legal obligations require retention. Sections that by their nature should survive termination (for example, ownership, confidentiality, disclaimers, and limitations of liability) will remain in full force and effect.

These Terms constitute the entire agreement between the parties regarding the Site and Service and supersede all prior or contemporaneous agreements regarding the same subject matter.

These Terms are governed by and construed under the laws of the State of Virginia, USA, without regard to conflict-of-law principles. For users in India, these Terms are also subject to the Information Technology Act, 2000 and the rules issued thereunder, and the laws of the Republic of India, in particular the DPDP Act 2023.

The parties agree to exclusive jurisdiction and venue in the state or federal courts located in Virginia, USA, and waive any objection to personal jurisdiction or inconvenient forum. For disputes arising in India, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction.

Before initiating litigation, the parties agree to attempt good-faith resolution of any dispute through negotiation, followed by mediation under the rules of the Singapore International Mediation Centre (SIMC) if negotiation fails. The seat of mediation shall be Singapore.

We may revise these Terms from time to time. The "Last updated" date at the top of this page indicates the most recent revision. We will notify you of material changes by email (if we have your email address) or by posting a prominent notice on the Site at least 30 days before the change takes effect.

Your continued use of the Service after the effective date of any change constitutes acceptance of the updated Terms.

If you have any questions about these Terms, please contact: