Terms & Conditions

1. Agreement to Terms

These Terms, together with any ordering document, statement of work, data processing addendum (“DPA”), and the policies referenced in them (collectively, the “Agreement”), form a binding contract between you and Tomosu. If you have signed a separate written agreement with Tomosu that governs your use of the Services, that agreement controls in case of conflict.

2. Definitions

• Affiliate: an entity that controls, is controlled by, or is under common control with a party.
• Authorized Users: Customer’s employees, contractors, and agents authorized by Customer to use the Services.
• Customer Data: data, content, and information submitted to or processed through the Services by or on behalf of Customer, including via integrations Customer authorizes.
• Documentation: the user and technical documentation Tomosu makes generally available for the Services.
• Order: an ordering document, online subscription form, or statement of work referencing these Terms and signed or otherwise accepted by both parties.
• Subscription Term: the period stated in an Order during which Customer is licensed to use the Services.

3. Access & accounts

3.1 Right to use

Subject to the Agreement and Customer’s payment of all fees, Tomosu grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer’s internal business purposes, in accordance with the Documentation and any usage limits stated in the Order.

3.2 Account security

Customer is responsible for the security of credentials issued to Authorized Users, for activity that occurs under those credentials, and for ensuring Authorized Users comply with the Agreement. Customer will promptly notify Tomosu at contact@tomosu.ai of any suspected unauthorized access.

3.3 Restrictions

Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law; (c) sublicense, resell, rent, lease, or time-share the Services; (d) use the Services to build a competing product; (e) remove or obscure any proprietary notices; or (f) use the Services in violation of applicable law or in a manner that disrupts the integrity or performance of the Services.

4. Orders, fees & taxes

4.1 Fees & invoicing

Customer will pay the fees set out in each Order. Unless an Order states otherwise, fees are invoiced annually in advance and are due net 30 days from the invoice date. Fees are non-cancelable and amounts paid are non-refundable except as expressly provided in these Terms.

4.2 Late payment

Past-due amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Customer will reimburse Tomosu’s reasonable costs of collection, including legal fees.

4.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes based on Tomosu’s net income.

4.4 Renewal & price changes

Unless an Order states otherwise, each Subscription Term automatically renews for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Tomosu may increase fees at renewal upon at least 60 days’ notice.

5. Free trials & pilots

If Customer is granted access to the Services on a trial, evaluation, or pilot basis, that access is provided as-is, without warranty of any kind, and Tomosu may terminate it at any time. Trial data may be deleted on or after termination of the trial period.

6. Acceptable use

Customer will not, and will ensure that Authorized Users do not, use the Services to:

• Violate any applicable law, regulation, court order, or third-party rights.
• Upload or transmit content that is unlawful, infringing, defamatory, harassing, or otherwise objectionable.
• Attempt to gain unauthorized access to the Services, other tenants, or any third-party system.
• Interfere with or disrupt the integrity or performance of the Services, including by introducing malware or sending automated traffic at a rate that materially exceeds normal use.
• Use the Services to circumvent governance, audit, or security controls in violation of policies binding Customer or its end users.
• Use the Services to develop or train a foundation model or competing product without Tomosu’s prior written consent.
• Use the Services in connection with any high-risk activity for which the Services are not designed (for example, the operation of safety-critical systems).

7. Customer Data & integrations

7.1 Ownership of Customer Data

As between the parties, Customer owns Customer Data. Customer grants Tomosu a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, process, transmit, and display Customer Data solely as necessary to provide and support the Services and to fulfill Tomosu’s obligations under the Agreement.

7.2 Authorization to integrate

By connecting a third-party system (for example, a source-control, observability, or ticketing platform) to the Services, Customer authorizes Tomosu to access and process the data necessary to operate the Services. Customer is responsible for any rights, consents, and notices required for those integrations under its agreements with the third-party providers.

7.3 Default scope

The default Tomosu integration posture is metadata-only. Tomosu does not ingest the contents of source files, customer secrets, or production database rows unless Customer expressly enables an optional capability that requires it. Any such enablement is governed by the Documentation and the DPA.

7.4 Aggregated data

Tomosu may use de-identified, aggregated data derived from operation of the Services for benchmarking, analytics, security research, and product improvement, provided that the data does not identify Customer or any individual.

7.5 Backup & export

Customer is responsible for maintaining its own backups of Customer Data outside the Services. Customer may export its Customer Data through tools made available in the Services and, on written request within 30 days after termination, may obtain a copy in a structured, machine-readable format.

8. Intellectual property

Tomosu, its licensors, and their respective successors retain all right, title, and interest in and to the Services, the Documentation, the underlying technology, and all related intellectual property rights. No rights are granted to Customer other than those expressly granted in the Agreement. Customer retains all right, title, and interest in and to Customer Data.

9. Feedback

If Customer or any Authorized User provides Tomosu with suggestions, ideas, or feedback (“Feedback”), Tomosu may use, modify, and incorporate the Feedback in the Services and in any Tomosu products and offerings, without restriction or obligation to Customer. Feedback is provided voluntarily and is not Confidential Information.

10. Confidentiality

Each party (the “Receiving Party”) will protect Confidential Information of the other party (the “Disclosing Party”) using the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. The Receiving Party will use Confidential Information only to perform under the Agreement and will limit access to those personnel who have a need to know and who are bound by confidentiality obligations no less protective than these Terms.

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully known to the Receiving Party before disclosure, is independently developed without use of Confidential Information, or is rightfully obtained from a third party without restriction. Each party may disclose Confidential Information when required by law, provided that, to the extent legally permitted, it gives the Disclosing Party reasonable advance notice and reasonable assistance to contest the disclosure.

11. Privacy & security

Tomosu’s collection and use of personal information is described in the Privacy Policy. Where Tomosu processes personal information on Customer’s behalf as a processor, the parties’ DPA governs that processing and is incorporated by reference. Tomosu maintains an information-security program designed in alignment with SOC 2 Type II and ISO/IEC 27001, including encryption, access control, monitoring, and a written incident-response plan.

12. Service levels & support

Tomosu will use commercially reasonable efforts to make the production Services available with the uptime commitment stated in the applicable Order or service level agreement (“SLA”). Scheduled maintenance, force majeure, and Customer-caused issues are excluded from uptime calculations. Standard support is provided through email and the in-product support channel during business hours; premium support tiers, if purchased, are described in the Order.

13. Warranties & disclaimers

Tomosu warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. Customer’s exclusive remedy for any breach of this warranty is, at Tomosu’s option, repair of the Services or termination of the affected Order with a pro-rata refund of pre-paid, unused fees.

Except as expressly set forth in this section, the Services and any related materials are provided “as is” and “as available,” and Tomosu disclaims all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade. Tomosu does not warrant that the Services will be uninterrupted, error-free, or completely secure.

Customer acknowledges that the Services analyze, score, and surface signals about software-engineering activity, and that those signals are decision-support tools, not substitutes for human review. Customer remains responsible for the decisions it makes based on the Services.

14. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, arising out of or related to the Agreement, even if advised of the possibility of such damages.

Each party’s aggregate liability arising out of or related to the Agreement will not exceed the fees paid or payable by Customer to Tomosu in the 12 months preceding the event giving rise to the claim.

The foregoing limitations do not apply to: (a) a party’s indemnification obligations; (b) Customer’s payment obligations; (c) a party’s breach of its confidentiality obligations; or (d) liability that cannot be limited by applicable law (for example, gross negligence or willful misconduct, where applicable).

15. Indemnification

15.1 Tomosu indemnification

Tomosu will defend Customer against any third-party claim alleging that the Services, when used as authorized under the Agreement, infringe a valid United States patent, copyright, or trademark, and will indemnify Customer for damages and costs (including reasonable legal fees) finally awarded against Customer or paid in a settlement approved by Tomosu. If the Services become, or in Tomosu’s reasonable opinion are likely to become, the subject of an infringement claim, Tomosu may, at its option: (i) procure the right to continue using the Services; (ii) modify or replace the Services to make them non-infringing; or (iii) terminate the affected Order and refund any pre-paid, unused fees.

Tomosu has no obligation to the extent a claim arises from: (a) Customer Data or Customer’s combinations of the Services with items not provided by Tomosu; (b) modifications to the Services not made by Tomosu; (c) use of the Services in violation of the Agreement; or (d) Customer’s continued use of the Services after notice of an alleged infringement.

15.2 Customer indemnification

Customer will defend, indemnify, and hold harmless Tomosu against any third-party claim arising out of or related to: (a) Customer Data; (b) Customer’s use of the Services in violation of the Agreement or applicable law; or (c) any breach by Customer of its representations, warranties, or covenants under the Agreement.

15.3 Procedure

The party seeking indemnification will: (i) promptly notify the other party of the claim; (ii) tender sole control of the defense and settlement to the indemnifying party; and (iii) cooperate reasonably at the indemnifying party’s expense. The indemnifying party will not enter into any settlement that imposes liability or admission of fault on the other party without that party’s prior written consent.

This section states each party’s sole liability and exclusive remedy for any third-party claim of intellectual property infringement.

16. Term & termination

The Agreement begins on the Effective Date and continues for as long as any Subscription Term remains in effect. Either party may terminate the Agreement (or any Order) for cause if the other party materially breaches the Agreement and fails to cure that breach within 30 days after receiving written notice, or immediately if the breach cannot be cured. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy filing not dismissed within 60 days.

Upon termination: (a) Customer’s right to access the Services ends; (b) Customer will pay all fees accrued through the effective date of termination; (c) each party will return or destroy the other party’s Confidential Information in its possession, except as required to be retained by law; and (d) sections that by their nature should survive will survive termination, including sections 7.1, 7.4, 8–10, 13–15, 19, and 20.

17. Suspension

Tomosu may suspend Customer’s access to the Services in whole or in part if: (a) Customer’s use poses an imminent threat to the security or integrity of the Services or any third party; (b) Customer’s account is more than 30 days past due; or (c) suspension is required to comply with applicable law, regulation, or government request. Tomosu will use reasonable efforts to provide advance notice and to limit the suspension to the affected portion of the Services.

18. Compliance, export & sanctions

Each party will comply with all applicable laws and regulations in performing under the Agreement, including export-control and economic-sanctions laws of the United States, the European Union, and the United Kingdom. Customer represents that neither it nor any of its Authorized Users is located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic sanctions, and that none of them is a Restricted Party (as defined under those laws). Customer will not export, re-export, or transfer the Services to any prohibited destination, end user, or end use.

19. Governing law & dispute resolution

19.1 Governing law

The Agreement is governed by the laws of the State of California, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution

Before initiating any formal proceeding, the parties will work together in good faith for at least 30 days to resolve the dispute. The 30-day period will be tolled while the parties negotiate.

19.3 Binding arbitration

Except for claims for injunctive or other equitable relief involving intellectual property or confidentiality, any dispute arising out of or related to the Agreement will be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures, before a single arbitrator. The seat of arbitration will be a venue in California to be agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class-action waiver

Each party waives any right to assert any claim against the other as a representative or member in any class or representative action, except where the waiver is prohibited by applicable law.

20. General

20.1 Notices

Notices to Tomosu must be sent to contact@tomosu.ai. Notices to Customer may be sent to the email address associated with Customer’s account.

20.2 Assignment

Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign the Agreement, on written notice, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. Any other purported assignment is void.

20.3 Force majeure

Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, internet or utility failures, pandemics, or governmental action.

20.4 Independent contractors

The parties are independent contractors. The Agreement does not create any agency, partnership, joint venture, or employment relationship.

20.5 No third-party beneficiaries

The Agreement is for the sole benefit of the parties and their permitted successors and assigns.

20.6 Severability & waiver

If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A party’s failure to enforce a provision is not a waiver of its right to do so later.

20.7 Entire agreement

The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. Any pre-printed terms in a Customer purchase order or similar document are rejected and have no effect.

20.8 Updates to these Terms

Tomosu may update these Terms from time to time. For material changes, we will provide reasonable notice through the Services or by email and, where required, the changes will take effect at Customer’s next renewal. Continued use of the Services after the effective date constitutes acceptance.

20.9 Contact

Questions about these Terms? Contact contact@tomosu.ai.