Tandem App Inc., a Delaware corporation having its registered office at 490 Post Street, Suite 640, San Francisco, CA 94102, United States (the "Company")
Software: Tandem (the "Software")
Service: the provision of the Software (the "Service")
Website: https://www.hellotandem.ai/ (the "Website")
2.1. These terms and conditions (the "Terms and Conditions") apply to the agreement (the "Agreement") entered into between the Company and the customer (the "Customer") and through which the Company provides the Customer with the Service. The Company and the Customer are individually referred to as a "party" and collectively as the "parties" to the Agreement.
2.2. All publicly displayed pricing and features of the Service (e.g. online or on informative brochures) are provided for information purposes only. Only the pricing and features included in the offer communicated to the Customer may be binding to the Company. The period of validity of the offer is thirty (30) days unless otherwise specified in the offer.
2.3. The Customer accepts the offer for the Service, as the case may be, by accepting in writing or by sending back a signed purchase order issued by the Company or by confirming in writing to the Company (including by email) that the Customer subscribes to the offer for the Service.
2.4. By accepting the offer, the Agreement enters into force, the Customer consents to the application of the Terms and Conditions and waives the application of any conflicting provisions of any purchaser terms and conditions or any other document emanating from the Customer which, in the absence of this article, would conflict with the Terms and Conditions. However, the provisions that would be applicable by virtue of mandatory legal rules to which the Customer is subject (such as, for example, public procurement rules) prevail over the provisions of the Terms and Conditions.
3.1. The Company undertakes to use its best efforts corresponding at least to what the Customer is entitled to expect from a professional in the field to provide the Service with quality and speed.
3.2. If the Company offers the hosting of the data on the Software, the Company excludes any guarantee regarding the level of availability, backup and restoration of such data.
4.1. Throughout the term of the Agreement, the Company grants to the Customer, in exchange for the payment of the price, a non-exclusive, non-transferable and non-licensable worldwide license to use the Software and limited to the functionalities to which the Customer has subscribed, subject to payment in full of the price by the Customer and subject to compliance by the Customer with its obligations under the Agreement.
4.2. The Customer refrains from: modifying, reproducing, copying, borrowing and distributing all or part of the Software outside the normal use of the Software's functionalities to which the Customer has subscribed; creating derivative works based in whole or in part on the elements present in the Software outside the normal use of the Software's functionalities to which the Customer has subscribed; reversing the design or assembly or in any other way attempting to find the source code of all or part of the Software; sub-licensing or transferring in any way any rights relating to the Software.
4.3. The Customer acknowledges that all elements made available by the Company to the Customer (e.g. texts, images, photos, logos, databases, the functionalities and interface of the Website and the Software, etc.) may be protected by one or more intellectual property rights (including copyright, trademark rights and rights related to the production of databases) of which the Company is the holder. The Customer must refrain from using or reproducing these elements and deleting or adapting any references to associated intellectual property rights.
4.4. The Company guarantees the Customer that it has all intellectual property rights relating to the Software. The Company will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all amounts finally awarded by a court (collectively, “Losses”) against any Customer Indemnified Party as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in the Company’s sole opinion, or does become the subject of an Infringement Claim, The Company may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent.
5.1. In exchange for the use of the Service, the Customer pays the Company the price set out in the offer accepted by the Client. The price must, unless otherwise specified, be considered as expressed in dollar (USD) and exclusive of value added tax (VAT).