Terms of Service
Last Updated: 14 February 2025
This Terms of Service Agreement (the “Agreement”) governs the access and use of the Tendro platform (the “Service”) provided by Tendro, Inc. (“Tendro,” “we,” “our,” or “us”) to the entity or individual (“Customer,” “you,” or “your”) accessing or using the Service. By registering, accessing, or using the Service, you agree to be bound by the terms outlined below. If you do not agree, do not use the Service.
1. Definitions
- "Affiliate" means an entity that controls, is controlled by, or is under common control with a Party.
- "Authorized User" means an individual authorized by Customer to access the Service.
- "Confidential Information" means all non-public business, technical, or financial information disclosed by one Party to the other.
- "Customer Data" means any data uploaded, transmitted, or otherwise made available via the Service by the Customer.
- "Order Form" means a document specifying the Services purchased by the Customer.
- "Subscription Term" refers to the period during which the Customer has access to the Service.
- "Third-Party Services" means any third-party platforms, applications, or software that interact with the Service.
The Company and Customer may each be referred to individually as a "Party" and collectively as the "Parties."
2. Services & Access
2.1 Provision of Services. Tendro provides a secure, cloud-based whistleblowing platform that enables anonymous reporting and case management functionalities for organizations.
2.2 Access Rights. Tendro grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, subject to compliance with this Agreement.
2.3 Restrictions. Customer shall not:
- Reverse-engineer, decompile, disassemble, or otherwise attempt to access or extract the Service's source code.
- Use the Service for any illegal, fraudulent, or unauthorized purposes.
- Interfere with, disrupt, or compromise the integrity, security or performance of the Service.
3. Customer Obligations
3.1 Account Responsibility. Customer is responsible for maintaining the confidentiality of login credentials and ensuring that Authorized Users comply with this Agreement.
3.2 Compliance with Laws. Customer shall comply with all applicable laws and regulations regarding the use of the Service, including but not limited to data protection and whistleblower protection laws.
3.3 Data Security & Privacy. Tendro processes Customer Data in accordance with its Privacy Policy. Customer retains ownership of all Customer Data and grants Tendro a limited right to use it for the purpose of providing the Service.
4. Fees & Payment
4.1 Pricing & Payment Terms. Customer agrees to pay all fees as specified in the Order Form. Fees are non-refundable, unless explicitly stated otherwise.
4.2 Late Payments. Tendro reserves the right to suspend access to the Service if payment is overdue for more than 30 days. A late fee may apply.
4.3 Taxes. All fees are exclusive of applicable taxes, which are the responsibility of the Customer.
5. Intellectual Property
5.1 Ownership. Tendro retains all rights, title, and interest in and to the Service, including any updates, modifications, or enhancements.
5.2 Customer Data. Customer retains all intellectual property rights to Customer Data. Tendro does not claim ownership over Customer Data but has the right to process it for the provision of the Service.
6. Confidentiality
6.1 Obligations. Each Party agrees to protect the other Party's Confidential Information and not disclose it to third parties without consent, except as required by law.
6.2 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.
7. Third-Party Services & Integrations
7.1 Third-Party Platforms. Tendro may integrate with third-party applications. Tendro is not responsible for third-party services, and Customer assumes all risks related to their use.
7.2 Disabling Integrations. Tendro may modify, disable, or terminate integrations with third-party services without liability.
8. Term & Termination
8.1 Subscription Term. The Agreement remains in effect until the end of the Subscription Term unless terminated earlier as outlined below.
8.2 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches any provision and fails to cure such breach within 30 days of notice.
8.3 Effect of Termination. Upon termination: Customer must cease use of the Service. Tendro will delete Customer Data after 30 days, except as required by law. Any outstanding fees remain payable.
9. Warranties & Disclaimers
9.1 Limited Warranty. Tendro warrants that the Service will perform materially in accordance with its documentation. In the event of a failure, Tendro will use commercially reasonable efforts to correct the issue.
9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Limitation of Liability
10.1 Exclusion of Certain Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.2 Liability Cap. TENDRO'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.
11. Indemnification
11.1 Customer Indemnification. Customer agrees to indemnify and hold Tendro harmless from claims arising from Customer's misuse of the Service or violation of applicable laws.
11.2 Tendro Indemnification. Tendro will indemnify the Customer against third-party claims alleging the Service infringes intellectual property rights, provided Customer notifies Tendro promptly and cooperates in defense efforts.
12. General Provisions
12.1 Governing Law. This Agreement shall be governed by the laws of Delaware, without regard to conflicts of law principles.
12.2 Dispute Resolution. Any dispute arising under this Agreement shall first be resolved through good faith negotiations. If unresolved, disputes shall be settled through arbitration in Delaware.
12.3 Force Majeure. Neither Party shall be liable for delays or failure to perform due to causes beyond their reasonable control.
12.4 Assignment. Customer may not assign its rights or obligations under this Agreement without Tendro's prior written consent.
12.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements related to the Service.
By using the Tendro Service, you acknowledge that you have read, understood, and agree to these Terms of Service. If you have any questions, please contact us at hello@tendro.com.