Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Telegent enterprise operational intelligence platform, including all related services, applications, and APIs (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

**Acceptance of Terms:** - Your access to the Platform constitutes acceptance of these Terms - If you do not agree to these Terms, you may not use the Platform - We may modify these Terms at any time with reasonable notice - Continued use after modifications constitutes acceptance of changes

**Enterprise Agreements:** - Additional terms may apply to enterprise customers - Order forms and SOWs take precedence over these Terms - Data processing agreements are incorporated by reference - Service level agreements define uptime commitments

Telegent grants you a limited, non-exclusive, non-transferable license to access and use the Platform in accordance with these Terms and your subscription level.

**Authorized Use:** - Access the Platform only through authorized accounts - Use the Platform for legitimate business purposes - Comply with all applicable laws and regulations - Respect the rights of other Platform users

**Usage Restrictions:** - You may not resell, sublicense, or distribute the Platform - You may not reverse engineer or decompile the Platform - You may not use the Platform for illegal or unauthorized purposes - You may not attempt to gain unauthorized access to any systems

**Account Security:** - Maintain the security of your account credentials - Notify us immediately of any security breaches - Accept responsibility for activities under your account - Regularly update passwords and enable MFA

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

**No Implied Warranties:** - We disclaim all implied warranties of merchantability - We disclaim all implied warranties of fitness for a particular purpose - We disclaim all implied warranties of non-infringement - We do not warrant that the Platform will be uninterrupted or error-free

**Service Availability:** - We do not guarantee continuous availability of the Platform - Scheduled maintenance may cause temporary unavailability - Unplanned outages may occur - We will provide reasonable notice of planned maintenance

**Third-Party Services:** - We do not warrant third-party integrations or services - Third-party content is not covered by our warranties - Links to external services do not constitute endorsement - You assume all risk when using third-party services

**Results and Accuracy:** - Results generated by the Platform are based on your inputs - We do not guarantee the accuracy of analytics or predictions - Operational outcomes depend on implementation and data quality - You are responsible for validating outputs before use

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELEGENT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

**Damage Limitations:** - Our total liability shall not exceed the fees paid in the 12 months preceding the claim - We shall not be liable for loss of revenue, profits, or business opportunities - We shall not be liable for loss of data or information - We shall not be liable for any third-party claims

**Excluded Damages:** - Damages arising from reliance on Platform outputs - Damages arising from service interruptions - Damages arising from unauthorized access (if you failed to secure your account) - Damages arising from Force Majeure events

**Force Majeure:** - We shall not be liable for failures due to circumstances beyond our control - This includes natural disasters, acts of war, pandemics, and government actions - Service interruptions due to Force Majeure do not constitute breach of contract - We will restore service as soon as reasonably practicable

**Essential Basis:** - These limitations are essential to the agreement between us - They reflect the allocation of risk between the parties - They enable us to provide the Platform at our current pricing

You agree to indemnify, defend, and hold harmless Telegent and its officers, directors, employees, and agents from any claims, damages, losses, and expenses.

**Your Indemnification Obligations:** - You must defend us against claims arising from your use of the Platform - You must indemnify us for claims where you violated these Terms - You must indemnify us for claims arising from your data or content - You must indemnify us for claims that your use infringes third-party rights

**Our Indemnification:** - We will defend you against claims that the Platform infringes third-party IP - We will indemnify you for successful claims of Platform infringement - This indemnification is subject to the same limitations as our liability cap

**Procedure:** - You must notify us promptly of any claim - You must allow us to control the defense of any claim - You must provide reasonable cooperation at our expense - You may not settle claims without our written consent

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States.

**Jurisdiction:** - Any disputes shall be resolved in the state or federal courts in San Francisco, California - You consent to the personal jurisdiction of these courts - We waive any objections to venue in these courts

**Arbitration:** - For individual users, disputes may be resolved through binding arbitration - Arbitration shall be conducted by the American Arbitration Association - The arbitration shall be conducted in San Francisco, California - The arbitrator's decision shall be final and binding

**Class Action Waiver:** - You agree to resolve disputes on an individual basis - You waive any right to participate in class actions - You waive any right to participate in representative proceedings - This waiver is essential to our agreement

** Injunctive Relief:** - We may seek injunctive relief in any court of competent jurisdiction - This provision survives termination of these Terms

If you have questions about these Terms of Service, please contact us:

**Legal Inquiries:** - Email: [email protected] - Response time: Within 48 hours

**Contract Administration:** - For enterprise contract questions - Contact your account manager for dedicated support

**Corporate Headquarters:** - Telegent Inc. - San Francisco, CA - United States

**Enterprise Support:** - Portal: portal.telegent.ai - Available 24/7 for enterprise customers

**Notice Requirements:** - Notices under these Terms must be in writing - Electronic mail constitutes written notice - Notices are effective upon receipt - You are responsible for maintaining current contact information