These Terms of Service (“Terms”) constitute a legally binding agreement between you and Tensormesh, Inc. (“Tensormesh,” “we,” “us,” or “our”), a Delaware corporation headquartered at 340 Pine Street, Suite 800, San Francisco, CA 94104, governing your access to and use of the Tensormesh website, AI compute platform, APIs, developer tools, documentation, and any other services we provide (collectively, the “Services”).

By accessing or using our Services, creating an account, or clicking “I Agree” on our platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity. If you do not have such authority, or if you do not agree to these Terms, you may not access or use the Services.

1. Acceptance of Terms

These Terms are effective as of the date you first access or use the Services. Your continued use of the Services following any modification to these Terms constitutes acceptance of the modified Terms. We will provide notice of material changes as described in Section 19 (Changes to Terms). Enterprise customers who have executed a separate Master Services Agreement (MSA) or Order Form with Tensormesh are subject to those agreements, which govern in the event of any conflict with these Terms.

These Terms should be read in conjunction with our Privacy Policy and Cookie Policy, which are incorporated herein by reference, and any additional terms applicable to specific Services or features that we may publish from time to time.

2. Account Registration and Security

2.1 Account Creation

To access most features of our Services, you must register for an account. When creating an account, you agree to provide accurate, current, and complete information and to update that information as necessary to keep it accurate. You must be at least 18 years of age (or the age of legal majority in your jurisdiction) to create an account. Accounts created on behalf of an organization may only be used for the organization’s legitimate business purposes.

2.2 Account Credentials

You are responsible for maintaining the confidentiality of your account credentials, including your username, password, and API keys. You are responsible for all activities that occur under your account, regardless of whether such activities were authorized by you. You agree to immediately notify Tensormesh at security@tensorsmesh.com if you suspect unauthorized access to or use of your account. Tensormesh will not be liable for any loss or damage arising from your failure to maintain account security.

2.3 Organizational Accounts

Enterprise and team accounts may designate multiple users (“Authorized Users”). The account administrator is responsible for managing Authorized User access, ensuring that all Authorized Users comply with these Terms, and remaining liable for all activity within the organizational account. You must promptly revoke access for any Authorized User who leaves your organization or no longer requires access to the Services.

3. Description of Services

Tensormesh provides a distributed AI compute platform that enables customers to access GPU and accelerator resources for training large-scale machine learning models, running inference workloads, fine-tuning pre-trained models, and related AI research and development tasks. The Services include compute resource provisioning, cluster orchestration and management, distributed training frameworks, monitoring and observability tools, storage integration, API access for programmatic control of compute resources, and technical documentation.

The specific features, compute resources, and service levels available to you depend on your subscription plan and any Order Form executed with Tensormesh. We reserve the right to modify, enhance, or discontinue any aspect of the Services at any time, provided we give reasonable advance notice for changes that materially reduce functionality available to current subscribers.

4. Acceptable Use

4.1 Permitted Uses

You may use the Services solely for lawful purposes and in accordance with these Terms. Permitted uses include training, fine-tuning, and running inference on machine learning models for your internal business purposes or for services you provide to your end customers, AI research and development activities, academic and scientific computing, software development and testing, and any other use consistent with the purpose for which the Services are designed and that does not violate these Terms or applicable law.

4.2 Prohibited Uses

You agree not to use the Services to: violate any applicable law, regulation, or third-party right; train, deploy, or run models designed to generate malware, exploit software vulnerabilities, or conduct cyberattacks; generate, distribute, or facilitate the distribution of content that is illegal under applicable law, including child sexual abuse material; engage in activities that constitute harassment, threats, or incitement to violence against individuals or groups; mine cryptocurrency or conduct proof-of-work blockchain operations not associated with AI/ML workloads; attempt to circumvent any technical or contractual restrictions on use of the Services; access areas of our systems that you are not authorized to access, conduct penetration testing without prior written authorization, or engage in activities that could disrupt or degrade Services for other customers; resell or sublicense access to the Services without a separate reseller agreement with Tensormesh; or use the Services in any way that competes with Tensormesh’s AI compute infrastructure business without our express written consent.

4.3 Export Controls

The Services are subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS). You agree not to use, export, re-export, or transfer the Services to any country, entity, or individual subject to U.S. export restrictions without obtaining any required export licenses or authorizations. You represent and warrant that you are not located in, and are not a national or resident of, any country subject to U.S. comprehensive sanctions, and are not on any U.S. government list of prohibited or restricted parties.

5. Customer Data and Intellectual Property

5.1 Ownership of Customer Data

You retain all right, title, and interest in and to the datasets, model weights, code, configurations, and other data you submit to the Services (“Customer Data”). You grant Tensormesh a limited, non-exclusive license to process Customer Data solely as necessary to provide the Services to you and in accordance with your instructions. Tensormesh does not acquire any ownership rights in Customer Data.

5.2 Responsibility for Customer Data

You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data. You represent and warrant that you have all rights necessary to submit Customer Data to the Services and to grant Tensormesh the license described above, that Customer Data does not infringe any third-party intellectual property rights, violate any applicable law, or contain any content that is illegal or would cause Tensormesh to violate these Terms or applicable law.

5.3 Tensormesh Intellectual Property

The Services, including all software, documentation, trademarks, logos, and other materials, are owned by or licensed to Tensormesh and are protected by intellectual property laws. These Terms do not grant you any rights in Tensormesh’s intellectual property other than the limited right to use the Services as described herein. You may not copy, modify, distribute, sell, or create derivative works of the Services or any component thereof without Tensormesh’s express written permission. The Tensormesh name and logo are registered trademarks. You may not use our trademarks without prior written permission.

5.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant Tensormesh a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and commercialize that Feedback without any obligation of confidentiality or compensation to you.

6. Billing and Payment

6.1 Fees

You agree to pay all fees applicable to your subscription plan and any usage-based charges incurred during each billing period. Fees are as set out in your Order Form or, for self-service accounts, as published on our pricing page at the time of purchase. Fees are non-refundable except as expressly stated in these Terms or as required by applicable law.

6.2 Payment Methods

Tensormesh accepts payment by credit card (Visa, Mastercard, American Express), wire transfer, and, for enterprise customers, net payment terms upon credit approval. You authorize Tensormesh to charge your designated payment method for all fees incurred. For subscription plans, billing occurs in advance on a monthly or annual basis as selected at signup. Usage-based charges are billed in arrears on a monthly basis.

6.3 Disputed Charges

If you believe a charge is incorrect, you must contact billing@tensorsmesh.com within sixty days of the charge date. We will investigate the dispute and respond within ten business days. If the dispute is resolved in your favor, we will issue a credit or refund as appropriate. Chargebacks initiated with your payment provider prior to completing Tensormesh’s dispute resolution process may result in suspension of your account.

6.4 Taxes

Fees do not include taxes. You are responsible for all applicable sales, use, value-added, withholding, and other taxes arising from your use of the Services, except for taxes on Tensormesh’s income. If Tensormesh is required by law to collect taxes on Services provided to you, those taxes will be added to your invoice.

7. Service Levels and Uptime

Tensormesh will use commercially reasonable efforts to maintain platform availability of 99.5% or higher in any given calendar month, excluding scheduled maintenance windows (announced at least 48 hours in advance), events beyond Tensormesh’s reasonable control (“Force Majeure Events”), and issues attributable to Customer systems, third-party services, or misuse of the Services. Service level credits for qualifying downtime are available to customers on Pro and Enterprise plans and are described in our Service Level Agreement, which is incorporated by reference into Order Forms for those plans. Service credits are your sole remedy for service availability failures.

8. Privacy and Data Processing

Our collection and use of personal information in connection with the Services is governed by our Privacy Policy. For enterprise customers processing personal data of their end users through our platform, we offer a Data Processing Agreement (DPA) that governs our processing of that data and documents the technical and organizational security measures we implement. The DPA is incorporated by reference into Order Forms that include it. Please contact privacy@tensorsmesh.com to request a DPA.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical specifications, pricing, customer data, and financial information. Confidential Information does not include information that is or becomes publicly known through no breach of these Terms, that was rightfully known before disclosure, that is independently developed without use of the disclosing party’s Confidential Information, or that is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party and cooperates with efforts to seek a protective order).

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TENSORMESH EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TENSORMESH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU. IN SUCH JURISDICTIONS, TENSORMESH’S WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TENSORMESH, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF TENSORMESH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TENSORMESH’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO TENSORMESH IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU IN FULL.

12. Indemnification

You agree to indemnify, defend, and hold harmless Tensormesh and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your use of the Services other than as expressly authorized, your Customer Data (including any claim that Customer Data infringes a third party’s intellectual property rights), your violation of applicable law, or any fraud or willful misconduct by you. Tensormesh reserves the right to assume the exclusive defense of any matter subject to indemnification by you, in which case you agree to cooperate with Tensormesh’s defense of such claims.

13. Term and Termination

13.1 Term

These Terms are effective until terminated. Subscription plans continue for the term specified in your Order Form and renew automatically unless either party provides written notice of non-renewal at least thirty days before the end of the current term.

13.2 Termination by You

You may terminate your account at any time by contacting support@tensorsmesh.com or using the account termination feature in the platform dashboard. Termination of a prepaid subscription does not entitle you to a refund of unused prepaid fees.

13.3 Termination by Tensormesh

Tensormesh may suspend or terminate your access to the Services immediately upon notice if you breach these Terms, fail to pay fees when due, engage in Prohibited Uses, or if Tensormesh reasonably believes termination is necessary to prevent harm to other customers or to Tensormesh. Tensormesh may also terminate the Services generally upon sixty days’ written notice.

13.4 Effects of Termination

Upon termination, your right to use the Services immediately ceases. You remain responsible for all fees incurred prior to termination. Tensormesh will make Customer Data available for download for thirty days following termination, after which it will be deleted from our systems. Sections of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) will survive.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. You agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent imminent harm. The arbitration will be conducted in San Francisco, California, in English. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. YOU WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15. Third-Party Services and Integrations

The Services may include integrations with or links to third-party products, services, or websites (“Third-Party Services”). Your use of Third-Party Services is governed by the applicable third party’s terms and privacy policy, not by these Terms. Tensormesh does not control Third-Party Services and is not responsible for their availability, accuracy, or content. Integrating Third-Party Services with the Tensormesh platform may require you to provide credentials or other access tokens; you do so at your own risk.

16. Force Majeure

Tensormesh will not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond Tensormesh’s reasonable control, including natural disasters, acts of war or terrorism, government actions, labor disputes, power outages, internet disruptions, third-party service failures, or supply chain disruptions affecting GPU hardware availability. Tensormesh will notify you promptly of any Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable.

17. Modifications to the Services

Tensormesh reserves the right to modify, update, or discontinue any feature or aspect of the Services at any time. For material changes that reduce functionality available to current subscribers, we will provide at least thirty days’ written notice before the change takes effect. Minor updates, security patches, and improvements to performance or reliability may be deployed without advance notice.

18. Compliance with Laws

You agree to use the Services in compliance with all applicable laws and regulations, including data protection laws applicable to your use of the Services and any personal data you process through them, export control and sanctions laws, and all laws applicable to the output of AI models you train or deploy using the Services. You are responsible for obtaining any licenses, permits, or authorizations required for your specific use of AI-generated outputs in your jurisdiction.

19. Changes to Terms

We may modify these Terms at any time. For material changes, we will provide notice by email to the address associated with your account and by posting a prominent notice on our website at least thirty days before the change takes effect. For minor changes (such as clarifications, corrections, or changes required by law), we may update these Terms immediately upon posting. Continued use of the Services after the effective date of modified Terms constitutes acceptance. If you do not agree to the modified Terms, you must stop using the Services before the effective date.

20. General Provisions

Entire Agreement. These Terms, together with any Order Forms, addenda, and the Privacy Policy, constitute the entire agreement between you and Tensormesh regarding the Services and supersede all prior agreements and understandings relating to the same subject matter.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

Waiver. Failure by Tensormesh to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

Assignment. You may not assign these Terms or any rights or obligations hereunder without Tensormesh’s prior written consent. Tensormesh may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices. Notices from Tensormesh to you will be sent to the email address on your account. Notices from you to Tensormesh should be sent to legal@tensorsmesh.com or by certified mail to Tensormesh, Inc., 340 Pine Street, Suite 800, San Francisco, CA 94104.

No Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any third party.

21. Contact Information

For questions about these Terms, please contact:

Tensormesh, Inc.
Attn: Legal Department
340 Pine Street, Suite 800
San Francisco, CA 94104
Email: legal@tensorsmesh.com