Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between TekToro Digital Solutions Ltd. (“TekToro,” “we,” “us,” or “our”) and the organization or individual (“Customer,” “you,” or “your”) accessing or using the TekToro Enterprise Management System platform (“EMS Platform” or “Platform”). These Terms govern all access to and use of the Platform and are incorporated by reference into any Master Application Agreement (MAA), Order Form, or Statement of Work (SOW) executed between the parties.

By creating an account, executing an Order Form, or otherwise accessing the Platform, you represent that you have the authority to bind your organization to these Terms and that your organization agrees to be bound by them in full.

1. Definitions

The following definitions apply throughout these Terms:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer.
• “Authorized User” means any individual granted access to the Platform by the Customer administrator pursuant to the licensed seat tier (Full, Light, or Client).
• “Customer Data” means all data, content, and materials submitted to, generated within, or processed through the Platform by or on behalf of the Customer.
• “Documentation” means TekToro's official user manuals, technical specifications, and training materials made available to Customers.
• “Order Form” means a written or electronic order document executed by both parties specifying the Platform modules, seat counts, subscription term, and applicable fees.
• “Platform” means the TekToro Enterprise Management System software-as-a-service application, including all modules, APIs, and associated infrastructure operated by TekToro.
• “Professional Services” means implementation, configuration, data migration, training, and custom integration services delivered by TekToro under a Statement of Work.
• “Subscription Term” means the period during which the Customer is authorized to access the Platform, as specified in the applicable Order Form.

2. License Grant

2.1 Scope of License

Subject to the Customer's full and timely payment of all applicable fees and compliance with these Terms, TekToro grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for the Customer's internal business operations and in accordance with the Documentation and the applicable Order Form.

2.2 Seat-Based Access

Platform access is provisioned on a seat-tier basis:

• Full Seats: Authorized for Executive Leadership, Department Heads, Finance Directors, and System Administrators requiring full Platform configuration, financial governance, and advanced analytics access.
• Light Seats: Authorized for Project Leads, Field Personnel, and Internal Contributors requiring project execution, time tracking, and operational input access.
• Client Seats: Authorized for External Stakeholders and Third-Party Partners requiring read-only transparency into designated project milestones, financial status, and shared documents.

Seat counts, tiers, and module subscriptions are as specified in the applicable Order Form. The Customer may add seats at any time; seat counts are subject to the true-up process described in Section 5.

2.3 Restrictions

The Customer shall not, and shall not permit any Authorized User or third party to:

• Copy, modify, create derivative works of, or reverse-engineer any part of the Platform or its underlying software;
• Transfer, sublicense, resell, or otherwise make the Platform available to any party other than Authorized Users;
• Remove, alter, or obscure any proprietary notices, branding, or attribution marks in or on the Platform;
• Attempt to circumvent, disable, or interfere with any security feature, access control, or authentication mechanism;
• Use the Platform to process, store, or transmit data in violation of applicable law, including data protection and export control regulations;
• Access any component of the Platform for the purpose of building a competitive product or service, or benchmarking for external publication without TekToro's prior written consent;
• Use web scraping, automated data harvesting, or programmatic access methods not authorized through TekToro's published API.

3. Intellectual Property

3.1 TekToro Proprietary Rights

TekToro retains all right, title, and interest in and to the Platform, including without limitation all software code, architecture, schemas, interface designs, algorithms, proprietary AI models, policy-governed intelligence frameworks, Documentation, and any enhancements, modifications, or derivative works thereof made during the Subscription Term. These Terms do not convey to the Customer any ownership interest in the Platform or any component thereof. All rights not expressly granted are reserved.

3.2 Customer Data Ownership

The Customer retains exclusive ownership of all Customer Data. TekToro does not claim any ownership interest in Customer Data. The Customer grants TekToro a limited, non-exclusive license to access, process, store, and transmit Customer Data solely as necessary to provide the Platform services and fulfill obligations under these Terms.

3.3 Feedback

If the Customer provides TekToro with suggestions, enhancement requests, or other feedback regarding the Platform (“Feedback”), TekToro may use such Feedback without restriction or compensation. TekToro does not claim that Feedback constitutes confidential information of the Customer unless otherwise agreed in writing.

3.4 Third-Party Components

The Platform may incorporate third-party open-source software components. Nothing in these Terms restricts Customer rights to use such components under their respective open-source licenses.

4. Fees, Billing, and Payment

4.1 Subscription Fees

The Customer agrees to pay all fees specified in the applicable Order Form. All fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, including sales tax, VAT, goods and services tax, or other regional levies, which will be applied based on the Customer's primary jurisdiction.

4.2 Billing Cycle

Platform subscription fees are billed in advance on a monthly or annual basis as specified in the Order Form. Annual commitments paid in full at the start of the term are eligible for a ten percent (10%) discount. Monthly billing rates are as published in the current TekToro Licensing Schedule.

4.3 User Seat True-Ups

To support organizational growth, the Customer may add Authorized User seats at any time during the Subscription Term. Additional seats will be billed on a pro-rata basis for the remainder of the then-current billing period. Seat counts are reviewed quarterly. Any usage exceeding the contracted baseline will be reconciled via a standard true-up invoice at the end of each quarter without retroactive penalty.

4.4 Annual Price Adjustment

Upon each annual renewal, TekToro reserves the right to adjust subscription fees. Such adjustments will not exceed five percent (5%) or the Consumer Price Index (CPI) for the preceding twelve-month period, whichever is greater. TekToro will provide written notice of any price adjustment not less than sixty (60) days prior to the applicable renewal date.

4.5 Late Payment

Undisputed invoices not paid within thirty (30) days of the due date may be subject to a late payment charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. TekToro reserves the right to suspend Platform access for accounts with outstanding balances exceeding sixty (60) days past due, following written notice and a cure period of ten (10) business days.

4.6 Professional Services Fees

Fees for Professional Services are separate from Platform subscription fees and are governed by the applicable Statement of Work. Professional Services are generally quoted on a fixed-fee basis unless otherwise specified. Expenses incurred in connection with on-site delivery are invoiced separately at cost with supporting documentation.

5. Service Levels and Support

5.1 Uptime Commitment

TekToro targets ninety-nine point nine percent (99.9%) Monthly Uptime for the Enterprise Core Platform. This commitment excludes downtime attributable to: (a) scheduled maintenance windows communicated with not less than twenty-four (24) hours' advance notice; (b) emergency maintenance necessary to address critical security vulnerabilities; (c) failures of third-party services, infrastructure, or APIs beyond TekToro's reasonable control; or (d) Customer-controlled infrastructure or configuration errors.

5.2 Support Tiers

TekToro provides tiered technical support as follows:

Standard business hours are 8:00 AM to 6:00 PM EST, Monday through Friday, excluding statutory holidays. P1 Critical support is available twenty-four (24) hours per day, seven (7) days per week.

5.3 Service Credits

In the event TekToro fails to meet the uptime commitment in any calendar month, the Customer may be eligible for Service Credits as defined in the applicable Master Application Agreement. Service Credits are the Customer's sole and exclusive remedy for TekToro's failure to meet the uptime commitment and will not exceed twenty percent (20%) of the monthly subscription fee for the affected month.

6. Data Security and Privacy

6.1 Security Standards

TekToro maintains a comprehensive information security program designed to protect Customer Data. This program includes encryption of data in transit and at rest, Multi-Factor Authentication (MFA), Role-Based Access Control (RBAC), continuous monitoring, vulnerability management, and defined incident response procedures. Details are available in TekToro's Privacy Policy and upon request as part of the Customer's due diligence process.

6.2 Data Processing

To the extent TekToro processes Personal Information on behalf of the Customer in connection with Platform delivery, TekToro acts as a data processor and the Customer acts as the data controller. Each party shall comply with applicable data protection laws in connection with their respective roles. Where required by applicable law, the parties shall execute a Data Processing Agreement.

6.3 Incident Notification

TekToro will notify the Customer without undue delay upon confirmation of a security incident that results in unauthorized access to, or disclosure of, Customer Data. Notification will include a description of the incident, the categories of data affected, and the remediation steps being taken.

7. Confidentiality

7.1 Mutual Obligations

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public information of the other party (“Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent and shall use Confidential Information solely for the purposes contemplated by these Terms.

7.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided the Receiving Party provides prompt prior written notice to the Disclosing Party.

7.3 Duration

Confidentiality obligations survive termination or expiration of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

8. Representations and Warranties

8.1 TekToro Warranties

TekToro represents and warrants that: (a) it has the authority to enter into these Terms and to grant the licenses provided herein; (b) the Platform will materially conform to the Documentation during the Subscription Term; (c) TekToro will deliver Professional Services in a professional and workmanlike manner consistent with industry standards; and (d) TekToro maintains reasonable security measures designed to protect the confidentiality and integrity of Customer Data.

8.2 Customer Warranties

The Customer represents and warrants that: (a) it has the authority to enter into these Terms on behalf of the Customer organization; (b) it will use the Platform only in compliance with applicable laws and regulations, including data protection laws; (c) Customer Data does not violate the intellectual property rights, privacy rights, or other legal rights of any third party; and (d) it will be responsible for all acts and omissions of its Authorized Users.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TEKTORO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TEKTORO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEKTORO'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO TEKTORO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 Exceptions

The liability limitations in this Section do not apply to: (a) the Customer's indemnification obligations; (b) a party's gross negligence or willful misconduct; (c) TekToro's breach of its confidentiality obligations with respect to Customer Data; or (d) claims that cannot be limited by applicable law.

10. Indemnification

10.1 By TekToro

TekToro will defend the Customer against any third-party claim alleging that the Platform, when used in accordance with these Terms, infringes a valid patent, copyright, or trademark, and will indemnify the Customer for any damages, costs, and legal fees awarded in connection with such claim. TekToro's obligations under this Section do not apply if the alleged infringement arises from: (a) Customer modifications to the Platform; (b) use of the Platform in combination with third-party products not approved by TekToro; or (c) Customer Data.

10.2 By Customer

The Customer will defend TekToro against any third-party claim arising from: (a) the Customer's or any Authorized User's use of the Platform in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes a third party's rights or violates applicable law; or (c) the Customer's breach of any representation, warranty, or obligation under these Terms. The Customer will indemnify TekToro for any damages, costs, and legal fees awarded in connection with such claim.

10.3 Indemnification Procedure

The indemnified party shall: (a) provide the indemnifying party with prompt written notice of any claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance. The indemnifying party shall not settle any claim in a manner that imposes obligations or restrictions on the indemnified party without prior written consent.

11. Term and Termination

11.1 Subscription Term

These Terms commence on the date the Customer first accesses the Platform or executes an Order Form, whichever is earlier, and continue for the initial Subscription Term specified in the Order Form. Subscriptions automatically renew for successive one-year terms unless written notice of non-renewal is provided by either party at least sixty (60) days prior to the expiration of the then-current term.

11.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach in reasonable detail; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

11.3 Effect of Termination

Upon termination or expiration of these Terms for any reason: (a) all licenses granted to the Customer will immediately cease; (b) the Customer shall cease all use of the Platform and promptly delete any downloaded components; (c) TekToro will provide the Customer with a Customer Data export within thirty (30) days; and (d) all outstanding fees for services rendered through the termination date shall become immediately due and payable. Termination for cause by TekToro does not entitle the Customer to any refund of prepaid fees.

11.4 Survival

The following Sections survive termination or expiration of these Terms: Definitions, Intellectual Property, Fees and Billing (with respect to unpaid obligations), Confidentiality, Limitation of Liability, Indemnification, and General Provisions.

12. Acceptable Use Policy

The Customer and all Authorized Users must use the Platform in compliance with applicable laws and regulations. Prohibited activities include but are not limited to:

• Processing data that is unlawful, defamatory, fraudulent, or that infringes the rights of third parties;
• Attempting to gain unauthorized access to any component of the Platform or any connected system;
• Introducing malicious code, viruses, ransomware, or other harmful software;
• Conducting denial-of-service attacks or network interference;
• Using the Platform to facilitate money laundering, financing of terrorism, or other financial crimes;
• Violating any applicable export control regulations in connection with Customer Data processed through the Platform.

TekToro reserves the right to suspend Platform access, without liability, upon credible evidence of a material acceptable use violation pending investigation. TekToro will restore access promptly if the violation is not confirmed.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of laws principles.

13.2 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good-faith executive escalation. If the dispute cannot be resolved within thirty (30) days of notice, either party may submit the matter to binding arbitration administered under the rules of the Cayman Islands Arbitration Centre (CIAC). The arbitration shall be conducted in English, in Grand Cayman, and the arbitrator's award shall be final and binding and may be enforced in any court of competent jurisdiction.

13.3 Exception

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending resolution of a dispute.

14. General Provisions

• Entire Agreement: These Terms, together with the applicable Order Form, Master Application Agreement, Statement of Work, and TekToro's Privacy Policy, constitute the entire agreement between the parties with respect to the Platform and supersede all prior negotiations, representations, or agreements.
• Order of Precedence: In the event of a conflict between documents, the order of precedence is: (1) Order Form; (2) Master Application Agreement; (3) these Terms of Service; (4) applicable Exhibit documents.
• Amendments: TekToro may update these Terms from time to time. Material changes will be communicated to Customers with not less than thirty (30) days' advance notice. Continued use of the Platform following the effective date of updated Terms constitutes acceptance.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
• Waiver: A party's failure to exercise or enforce any right or provision shall not constitute a waiver of that right or provision.
• Assignment: The Customer may not assign or transfer these Terms, by operation of law or otherwise, without TekToro's prior written consent. TekToro may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets with written notice to the Customer.
• Force Majeure: Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, or internet infrastructure failures, provided the affected party provides prompt notice and uses commercially reasonable efforts to mitigate the impact.
• Notices: All legal notices under these Terms must be in writing and delivered by email to the address on file for the Customer account (for Customer notices) or to info@tektoro.com (for notices to TekToro), or by courier to TekToro's registered address at 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• No Third-Party Beneficiaries: These Terms are for the exclusive benefit of the parties and their permitted successors. Nothing herein confers any rights or remedies upon any third party.