TAMBO TERMS OF USE

Last Updated: August 22, 2025

These Terms of Use (these “Terms”) are a binding contract between you and Fractal Dynamics, Inc. d/b/a Tambo (“Tambo,” “we,” “our,” or “us”). These Terms govern your access to and use of the Tambo website (tambo.co), web application, and related software and services.

PLEASE READ THESE TERMS CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM. If you are accepting these Terms on behalf of an organization or entity (“Organization”), you represent and warrant that you have the authority to bind that Organization to these Terms. By entering into these Terms, you also acknowledge our Privacy Notice, which details our collection of personal information from you.

1. DEFINITIONS

1.1 “Account” means a User’s account for using and accessing the Platform and any other Tambo IP.

1.2 “API” means the Tambo application programming interface for building artificial-intelligence powered applications, as made available at api.tambo.co.

1.3 “Client-Side Software” means any downloadable software that we make available through the Platform, including the API (and in the case of on-premise deployments, means the latest object-code version of the software underlying the Platform).

1.4 “Documentation” means our user guides, documentation, and other materials that describe the Tambo IP.

1.5 “Feedback” means suggestions, ideas, comments, or other feedback you provide regarding the Tambo IP.

1.6 “Order” means an order form, purchase order, other ordering document, or the result of an online ordering process for a subscription to the Platform or license to the Client-Side Software, executed between you or your Organization and Tambo, which details the pricing and other logistic terms of such subscription or license, and which incorporates by reference these Terms.

1.7 “Platform” means the proprietary, Tambo web application for storing user messages and orchestrating large-language model calls.

1.8 “Privacy Notice” means our privacy notice available at tambo.co/privacy.

1.9 “Security Measures” means the administrative, physical, and technical safeguards we use that are designed to protect your Account and data.

1.10 “Tambo IP” means the Platform, Client-Side Software, Website, Documentation, and all intellectual property provided to you or any other User in connection with the foregoing. For the avoidance of doubt, Tambo IP also includes Usage Data and Derivative Data.

1.11 “Terms” means these Terms of Use.

1.12 “Third-Party Products” means any third-party products provided with, integrated with, or incorporated into the Tambo IP.

1.13 “Updates” means updates, upgrades, patches, fixes, and other modifications to the Platform or Client-Side Software that we make available from time to time.

1.14 “Usage Data” means data and information related to your use of the Platform including, but not limited to, usage patterns, performance metrics, feature utilization, API calls, and interaction data.

1.15 “User,” “you,” and “your” refer to the individual person, company, or organization that has visited or is using the Platform or licensing the Client-Side Software; that accesses or uses any part of an Account; or that directs the use of the Account in the performance of its functions.

1.16 “User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you through the Platform, including but not limited to content, data, messages, and other information; provided that, for purposes of clarity, User Data as defined herein does not include Derivative Data or Usage Data.

1.17 “Website” means our website at tambo.co.

2. ACCOUNT REGISTRATION AND SECURITY; YOUR RESPONSIBILITIES

An Account may be required to access certain Platform features and functionality.

2.1 Account Eligibility.

(a) You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted.

(b) You must be age 18 or older. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under eighteen (18). Users under the age of 18 are not permitted to use Tambo.

(c) Tambo does not target its Platform to children under 18, and we do not permit any Users under 18 on our Platform. If we learn of any User under the age of 18, we will terminate that User’s Account immediately.

(d) Your login may only be used by one person. You may not share your Account with others, and you may not use anyone else’s Account.

(e) When you create an Account, you agree to: (i) provide accurate Account information; (ii) maintain the security of your Account; (iii) promptly update any Account information; and (iv) accept responsibility for all activities that occur under your Account.

2.2 Account Security. You are responsible for keeping your Account secure while you use the Platform. We offer tools to help you maintain your Account’s security, but the content of your Account and its security are your responsibility. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account). You are responsible for maintaining the security of your Account and password. Tambo cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify Tambo if you become aware of any unauthorized use of, or access to, the Platform through your Account, including any unauthorized use of your password or Account.

2.3 On-Premise Deployments. If you deploy Tambo Client-Side Software, you agree and acknowledge that you are responsible for maintaining the most current version of the applicable Tambo software and agree to promptly install all Updates within thirty (30) days of release, with critical security patches installed within seven (7) days. You must provide and maintain all necessary infrastructure including servers, storage, networking, and operating systems that meet Tambo’s specifications as outlined in the Documentation, along with secure network connectivity and continuous performance monitoring. You are solely responsible for implementing comprehensive backup and disaster recovery procedures, including regular automated backups, backup testing, offsite storage, and data retention policies compliant with applicable laws and regulations. You must implement and maintain robust security measures including role-based access controls, strong authentication mechanisms, security monitoring and logging, and ensure compliance with all applicable laws and industry standards. You are required to designate qualified system administrators, maintain proper configuration management and documentation, monitor capacity requirements, and manage all Third-Party Products integrations while providing Tambo support personnel appropriate access when necessary for troubleshooting.

3. LICENSE GRANTS AND RESTRICTIONS

3.1 Access to Platform. Subject to and conditioned upon your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license during the term of these Terms to access and use the Platform (inclusive of any Updates that Tambo, in its sole discretion, may decide to make available from time to time).

3.2 License to Client-Side Software and Documentation; On-Premise Deployment License Grant to Software. The foregoing includes a limited, non-exclusive, non-transferable license during the term of these Terms to install and use the Client-Side Software (inclusive of object-code version of the software underlying Platform in on premise deployments), and to use the Documentation. If you use the API, your use is subject to the Tambo API License.

3.3 Restrictions. Except as expressly permitted in these Terms, you will not: (a) copy, modify, or create derivative works of the Tambo IP; (b) reverse engineer, decompile, or disassemble the Tambo IP; (c) remove any proprietary notices from the Tambo IP; (d) sell, sublicense, rent, lease, or distribute the Tambo IP; (e) use the Tambo IP to build competitive products; (f) use the Tambo IP in violation of applicable laws or these Terms.

3.4 Reservation of Rights. Tambo reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Tambo IP.

3.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Tambo may temporarily suspend your Account and/or access to the Platform if: (i) Tambo reasonably determines that (a) there is a threat or attack on any of the Tambo IP; (b) your or another User’s use of the Tambo IP disrupts or poses a security risk to the Tambo IP or to any other User, customer, or vendor of Tambo; (c) you are using the Tambo IP for fraudulent or illegal activities; (d) Tambo’s provision of the Platform to you is prohibited by applicable law; or (e) any User Data submitted, posted, or otherwise transmitted by you through the Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Tambo has suspended or terminated Tambo’s access to or use of any Third-Party Products required to enable up to access the Platform; or (iii) in accordance with a violation of any other term of this Agreement (each of (i), (ii), or (iii), a “Service Suspension”). Tambo shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Platform following any Service Suspension. Tambo shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Tambo will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other User may incur as a result of a Service Suspension.

3.6 Derivative Data. Notwithstanding anything to the contrary in this Agreement, Tambo may monitor your use of the Platform and collect and compile Derived Data. As between you and Tambo, all right, title and interest in Derivative Data, and all intellectual property rights therein, belong to, and are retained solely by, Tambo. You acknowledge that Tambo may compile Derivative Data based on User Data input into, and transmitted via, the Platform. Notwithstanding anything to the contrary in this Agreement, you further acknowledge that Tambo may use and disclose Derivative Data for any lawful purpose.

3.7 Usage Data Rights. You agree that Tambo owns all right, title, and interest in Usage Data. Tambo may use, modify, and disclose Usage Data for any lawful purpose, including without limitation: (a) operating and improving the Platform; (b) developing new products; and (c) generating analytics.

3.8 Third-Party Products. Tambo may from time to time make Third-Party Products available to you or may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of User Data from such Third-Party Products into the Platform (including, for example and without limitation, Github, AWS Code Commit, BitBucket etc.). For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Tambo is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products.

4. ACCOUNT FEES AND PAYMENT

4.1 General Payment Terms. You may access certain features of the Platform for free, or we may charge a fee (“Account Fees”) for using the Tambo IP (“Paid Services”).

4.2 Subscription Terms. Some features of the Tambo IP require a paid subscription or license. For Paid Services Accounts: (a) Account Fees are billed in advance on a recurring basis; (b) if you upgrade your subscription or license, we will charge your payment method for the prorated portion of the upgrade for the remainder of the current billing cycle; (c) if you downgrade your subscription or license, the downgrade will take effect at the start of the next billing cycle.

4.3 Usage-Based Fees. Some features of the Platform or Client-Side Software incur usage-based fees. For usage-based fees: (a) usage is calculated based on your actual use of such features during each billing cycle; (b) usage-based fees are billed in arrears; (c) you authorize us to automatically charge your payment method for usage-based fees at the end of each billing cycle; and (d) we may require a pre-paid balance or credit limit for usage-based features.

4.4 Payment Methods. You must provide valid payment information to access paid features. You: (a) authorize us to charge all fees to your designated payment method; (b) will promptly update your Account with any changes to your payment information.

4.5 Payment Processor. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for any owed Account Fees. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use paid versions of the Platform, you agree to pay us, through the Payment Processor, all Account Fees then in effect for any use of such paid Platform functionality in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

4.6 Late Payments. If any fees are not paid when due: (a) we may charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less); (b) we may suspend your access to paid features until payment is made; and (c) you will reimburse us for all reasonable costs we incur in collecting overdue fees, including reasonable attorneys’ fees.

4.7 Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

(a) Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

(b) Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

(c) Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

(d) Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at help@tambo.co.

4.8 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. SECURITY

5.1 Our Security Measures. We implement and maintain commercially reasonable Security Measures that are designed to protect your Account and data from unauthorized access, disclosure, or use.

5.2 Your Security Responsibilities. You are responsible for: (a) maintaining the security of your Account credentials; (b) using the Security Measures we make available; and (c) promptly notifying us of any unauthorized access to or use of your Account.

5.3 Third-Party Access. If you integrate the Tambo IP with Third-Party Products or grant third parties access to your Account, you are responsible for ensuring such access complies with these Terms and does not compromise the security of your Account.

5.4 Security for On-Premise Deployments. If you deploy Tambo IP comprising of Client-Side Software on-premise (rather than accessing the Platform), you agree and acknowledge that you are fully and solely responsible for maintaining and managing all elements of application security with respect to such deployments.

6. TERM AND TERMINATION; SUSPENSION

6.1 Subscriptions and Term Licenses. For Paid Services or free trials or pilots subject to a set license or subscription term, the initial term of such license or subscription shall be specified in an Order (the “Initial Term”), and unless an Order specifies otherwise, shall automatically renew for successive one (1) year periods (each a “Renewal Term”, collectively with the Initial Term the “Term”), unless you or Tambo provides written notice to the other of non-renewal at least thirty (30) days prior to the commencement of the then-forthcoming Renewal Term.

6.2 Termination or Suspension By Us. We may suspend or terminate your access to or use of Tambo IP: (a) if you violate these Terms; (b) if you fail to pay Account Fees when due; (c) if we believe your use of the Tambo IP poses a security risk; (d) if we believe you are using the Tambo IP fraudulently; (e) if we believe you are using the Tambo IP in a way that violates law or third-party rights; (f) if we believe you are using the Platform in a way that could harm the Tambo IP or other users; (g) if required by law or legal process; or (h) at any time for any reason upon notice to you.

6.3 Mutual Termination Rights. Either you or Tambo may terminate an Order upon written notice the other party if that party is in material breach of these Terms and such breach remains uncured thirty (30) days after provision of written notice.

6.4 Effect of Suspension or Termination. If we suspend or terminate your access to the Tambo IP: (a) you remain responsible for all fees incurred before or during the suspension or termination; (b) you remain responsible for any applicable minimum commitment fees; (c) we may delete your Account data; and (d) you must cease all use of the Tambo IP.

7. PROPRIETARY RIGHTS

7.1 Tambo IP. You acknowledge that, as between you and Tambo, Tambo owns all right, title, and interest, including all intellectual property rights, in and to the Tambo IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

7.2 User Data. Tambo acknowledges that, as between you and Tambo, you and your licensors (if any) retain all right, title, and interest, including all intellectual property rights, in and to User Data. You grant Tambo a limited right and license to use your User Data to the extent necessary to provide you with the Platform.

7.3 Feedback. If you provide Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right and license to use and incorporate such Feedback without restriction.

8. CONFIDENTIALITY

8.1 User Confidentiality Obligations. You agree that any non-public information we give you, such as information about a private beta offering or any information or materials made available on non-public portions of the Platform, is Tambo’s confidential information, regardless of whether it is marked or identified as such (collectively, “Confidential Information”). You agree to only use such Confidential Information for the express purpose of testing and evaluating such beta products and not for any other purpose. You should use the same degree of care as you would with your own confidential information, but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third party, unless we don’t otherwise prohibit or restrict such disclosure (for example, you might be part of a Tambo-organized group discussion about a private beta feature).

8.2 Exceptions. Confidential Information will not include information that is: (a) or becomes publicly available without breach of this Agreement through no act or inaction on your part (such as when a private beta feature becomes part of our publicly offered Platform); (b) known to you before we disclose it to you; (c) independently developed by you without breach of any confidentiality obligation to us or any third party; or (d) disclosed with permission from Tambo. You will not violate the terms of this Agreement if you are required to disclose Confidential Information pursuant to operation of law, provided Tambo has been given reasonable advance written notice to object, unless prohibited by law.

9. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMERS

9.1 Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms. You represent and warrant that you have sufficient rights to all User Data submitted to or transmitted via the Platform.

9.2 Warranty Disclaimer. TAMBO AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (TAMBO AND ALL SUCH PARTIES TOGETHER, THE “TAMBO PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE TAMBO IP, AND THE TAMBO PARTIES WILL NOT BE RESPONSIBLE NOR LIABLE FOR THE ACCURACY, AVAILABILITY, OCCURRENCE OF ERRORS, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE PLATFORM OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR ACCESS OF THE PLATFORM OR USE OF ANY TAMBO IP. THE TAMBO PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OFFERED THROUGH OR IN CONNECTION WITH YOUR USE OF THE PLATFORM. THE TAMBO IP IS PROVIDED BY TAMBO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE TAMBO IP WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM OR CLIENT-SIDE SOFTWARE.

10.2 Liability Cap. IN NO EVENT WILL TAMBO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

11. INDEMNIFICATION

You will indemnify, defend and hold harmless Tambo and our officers, directors, employees, agents and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your use of the Tambo IP not in accordance with these Terms; (b) your violation of any other part of these Terms; (c) your violation of any applicable laws, rules or regulations; (d) your violation of any rights of any third party; or (e) User Data.

12. GENERAL TERMS

12.1 Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles.

12.2 Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Tambo and limits the manner in which you can seek relief from Tambo. Both you and Tambo acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Tambo’s officers, directors, employees and independent contractors (“Representatives”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Representatives will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. You and Tambo shall use best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Seattle, WA. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Tambo will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Tambo will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Waiver of Jury Trial. YOU AND TAMBO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Tambo are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Tambo over whether to vacate or enforce an arbitration award, YOU AND TAMBO WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Tambo is entitled to arbitration; instead all claims and disputes will be resolved in a court.

(e) Exclusive Venue. If you send the opt-out notice, and/or in any circumstances where the foregoing arbitration agreement permits either you or Tambo to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Tambo agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, in New York County, NY, or the federal district in which that county falls.

(f) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Tambo.

12.3 Export Compliance. The Tambo IP utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Tambo IP or the underlying software or technology to, or make the Tambo IP or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Tambo IP or the underlying software or technology available outside the US.

12.4 US Government Rights. Each of the Documentation and the software components that constitute the Platform is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you or your Organization is an agency of the US Government or any contractor therefor, you only receive those rights with respect to the Platform and Documentation as are granted to all other Users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

12.5 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms at any time without notice or consent.

12.6 Entire Agreement. These Terms, together with the API License, an Order, our Privacy Notice, and any other terms referenced herein, constitute the entire agreement between you and us regarding your use of the Tambo IP.

12.7 Modifications. We may modify these Terms at any time by posting the revised Terms on our Website. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the modified Terms.

12.8 Waiver. No failure or delay by a party in exercising any right or remedy available to it in connection with these Terms will constitute a waiver of such right or remedy. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party granting the waiver.

12.9 Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, Tambo will work in good faith to update these Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the rights, responsibilities, and restrictions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.10 Publicity. Tambo may identify you as a User of the Platform and may use your (or your Organization’s) name, logo, and other trademarks in Tambo’s customer list, press releases, blog posts, advertisements, investor materials, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of you). Otherwise, neither party may use the name, logo, or other trademarks of the other party for any purpose without the other party’s prior written approval.

12.11 Notices. We may provide notices to you via email provided as part of your Account creation, messages to your Account, or posts on our Website. All notices to us must be sent to legal@tambo.co.

12.12 Contact Information. For questions about these Terms, please contact us at legal@tambo.co.