Tenzo Platform Agreement
This Tenzo Platform Agreement (this "Agreement") is by and between Salv AI Inc., a Delaware corporation d/b/a Tenzo AI ("Tenzo"), and any entity that executes an Order Form referencing this Agreement ("Customer"; together with Tenzo, the "Parties," and each individually, a "Party"). This Agreement is incorporated by reference into each such Order Form and is effective with respect to Customer as of the Effective Date set forth in the applicable Order Form (the "Effective Date"). This Agreement includes the Data Processing Agreement and any other appendices or exhibits referenced herein.
1. PURPOSE.
This Agreement provides the terms and conditions pursuant to which Tenzo will provide Customer access to Tenzo’s proprietary artificial intelligence hiring platform (the "Tenzo Platform"; the Tenzo Platform and any related services collectively, the "Services"), as set forth in this Agreement and on the order form signed and entered into by the Parties referencing this Agreement attached as Exhibit A, or in any other ordering document executed under this Agreement by and between the Parties, each of which shall reference and form part of this Agreement (each, an "Order Form").
2. SERVICES.
(a) Right to Use the Tenzo Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, Tenzo hereby grants to Customer a limited, non-exclusive, with no right to sublicense, non-transferable (except pursuant to Section 10) right to use and access ("Use") the Tenzo Platform during the Term solely for Customer’s internal business purposes.
(b) Use Restrictions. Customer will not and will not permit any person or entity to, directly or indirectly, (i) Use the Services in any manner or for any purpose that infringes, misappropriates, or violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law or regulation, including any applicable equal opportunity or anti-discrimination laws or regulations; (ii) reverse engineer, decompile, disassemble or modify the Services or authorize a third party to do any of the foregoing; (iii) distribute, sell, sublicense or otherwise transfer the Services or otherwise make the Services available to any third party; or (iv) use the Tenzo Platform, Services, Generated Materials, or any other Confidential Information for benchmarking or competitive analysis, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services, including to train any AI tool, system, or model.
(c) Authorized Users. Customer will not allow any person or entity to Use the Services other than its employees or individual contractors that it authorizes to Use the Services on its behalf ("Authorized Users"). Customer may permit Authorized Users to Use the Services, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement.
(d) Ownership of Services. As between the Parties, Tenzo is the sole owner of all right, title and interest in and to the Services, including the interface, tools, methods, know-how, inventions, features, data models, and data architecture provided as part of the Tenzo Platform or otherwise developed by Tenzo, and any updates, new versions, enhancements, modifications, adaptations, or improvements thereto (the foregoing collectively, the "Tenzo IP").
(e) Customer Materials. "Customer Materials" means all data, content, materials, instructions, configurations, brand assets, integrations, candidate information, resumes, job descriptions, evaluation criteria, and other materials provided by or on behalf of Customer to Tenzo, or uploaded, submitted, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users, in connection with this Agreement or Customer’s use of the Services. Customer Materials include any such materials submitted to the Services by or on behalf of candidates in connection with Customer’s use, including resumes and information provided by candidates through the Services.
(f) Generated Materials. "Generated Materials" means all outputs produced by the Services in connection with Customer’s use of the Services, including AI-generated questions and scripts, transcripts and recordings, candidate evaluations, scores, summaries, recommendations, and other content or data produced by the Tenzo Platform for or on behalf of Customer.
3. FEES.
(a) Fees. Customer will pay Tenzo the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein ("Fees") and without offset or deduction except as expressly permitted in this Section. Tenzo reserves the right to change the Fees or applicable charges and to institute new charges and Fees for any new or substantially improved Tenzo products, services, or functionality, or at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days’ prior notice to Customer. Except as otherwise provided in the relevant Order Form, Tenzo will issue invoices to Customer at the start of the applicable Term, and Customer will pay all amounts set forth on any such invoice by the due date stated on the invoice. If Customer disputes any portion of an invoice in good faith, Customer must (i) notify Tenzo in writing within fifteen (15) days of the invoice date, specifying the disputed amount and providing reasonable detail of the basis for the dispute, and (ii) timely pay all undisputed amounts. The Parties will work together in good faith to resolve any such dispute within thirty (30) days of Tenzo’s receipt of the dispute notice. Any amount not disputed in accordance with this Section within the fifteen (15) day window is deemed accepted by Customer and waived as a basis for non-payment.
(b) Payments. Payments due to Tenzo under this Agreement must be made in U.S. dollars by ACH or wire transfer of immediately available funds to an account designated by Tenzo or such other payment method mutually agreed by the Parties. All payments are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. Timely payments of all amounts due are a condition precedent to Customer’s rights and Tenzo’s obligations under this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Tenzo may suspend Services until all payments are made in full. Customer will reimburse Tenzo for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
(c) Overages. For any agent or product usage beyond the allocated limits, Tenzo will invoice Customer monthly in arrears.
4. REPRESENTATIONS AND WARRANTIES.
(a) Mutual. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.
(b) By Customer. Customer represents and warrants that (i) Tenzo’s use of the Customer Materials will not violate any applicable laws or regulations or infringe or violate any Intellectual Property Rights or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third party; and (ii) Customer will use the Services and any Generated Materials in compliance with all applicable laws and regulations, including equal opportunity and anti-discrimination laws. Customer is responsible for compliance with any Law regulating automated or algorithmic employment decision tools as such Laws apply to Customer’s use of the Services, including (A) providing required notices to, and obtaining any required consents from, candidates and applicants; (B) conducting any impact assessment, risk analysis, or similar evaluation required of Customer as a deployer of the Services; (C) providing human review of Generated Materials in accordance with Section 8(b) and applicable Law; (D) maintaining records of Customer’s hiring decisions and the bases for such decisions; and (E) any other obligation under such Laws that is within Customer’s control as the deployer or employer. Tenzo will, upon Customer’s reasonable written request and at no additional cost, provide bias audit results, model documentation, and other information regarding the Services reasonably necessary for Customer to comply with such Laws, including the bias audit required under New York City Local Law 144. Customer is solely responsible for obtaining all consents, making all disclosures, and otherwise complying with all Laws governing telephone, SMS, e-mail, or other communications to candidates, including the U.S. Telephone Consumer Protection Act (47 U.S.C. § 227) and the CAN-SPAM Act.
4A. INDEMNIFICATION.
(a) By Tenzo. Tenzo will defend Customer against any claim, suit, or proceeding brought against Customer by an unaffiliated third party alleging that Customer’s authorized use of the Services directly infringes a U.S. patent, copyright, trademark, or trade secret of such third party (a "Customer IP Claim"), and will indemnify Customer against any final judgment entered against Customer or settlement amount paid by Customer in connection with such Customer IP Claim. Tenzo’s obligations under this Section 4A(a) will not apply to any claim arising from or relating to (i) Customer Materials; (ii) any modification of the Services not made by Tenzo; (iii) any combination of the Services with products, services, or materials not provided by Tenzo, where the alleged infringement would not have arisen absent such combination; or (iv) Customer’s use of the Services in violation of this Agreement or applicable Law. If the Services become, or in Tenzo’s reasonable opinion are likely to become, the subject of an infringement claim, Tenzo may at its option and expense (1) procure for Customer the right to continue using the Services; (2) modify the Services so they are non-infringing while substantially preserving their functionality; or (3) terminate this Agreement and refund any prepaid Fees for the unused portion of the then-current Term. THIS SECTION 4A(a) STATES TENZO’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY THIRD-PARTY INFRINGEMENT CLAIM.
(b) By Customer. Customer will defend Tenzo and its affiliates and their respective officers, directors, employees, and agents (each, a "Tenzo Indemnified Party") against any claim, suit, or proceeding brought against a Tenzo Indemnified Party by an unaffiliated third party arising from or relating to: (i) Customer Materials, including any allegation that Customer Materials infringe, misappropriate, or violate the Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party; (ii) Customer’s use of the Services or any Generated Materials in violation of this Agreement or applicable Law; (iii) any hiring, employment, screening, selection, or other personnel decision made by Customer, or any consequence thereof, including any claim by or on behalf of any candidate, applicant, employee, or former employee of Customer; (iv) Customer’s failure to provide human review of Generated Materials as required by Section 8(b); (v) Customer’s failure to comply with its obligations under Section 4(b), including any failure to provide required notices, obtain required consents, conduct required impact assessments, or timely publish bias-audit results; (vi) any actual or alleged discrimination, disparate impact, or other employment-law claim arising from Customer’s configuration, deployment, or application of the Services or any Generated Materials, or from any hiring decision made by Customer; and (vii) Customer’s communications with candidates or applicants, including any claim under the U.S. Telephone Consumer Protection Act, the CAN-SPAM Act, or any equivalent Law. Customer will indemnify the Tenzo Indemnified Parties for any final judgment entered or settlement amount paid in connection with any such claim, suit, or proceeding.
(c) Procedure. The party seeking indemnification (the "Indemnified Party") will: (i) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the claim (provided that any delay will not relieve the Indemnifying Party of its obligations except to the extent it is actually prejudiced thereby); (ii) give the Indemnifying Party sole control of the defense and settlement of the claim, except that the Indemnifying Party may not enter into any settlement that imposes any non-monetary obligation on, or admission of liability by, the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld); and (iii) cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of the claim.
5. TERM.
The initial term of this Agreement (the "Initial Term") commences on the Effective Date and continues for the period set forth in the Order Form as the "Initial Term Length." Following the Initial Term, this Agreement will automatically renew for additional successive periods (each, a "Renewal Term"; together with the Initial Term, the "Term") of the length set forth in the Order Form as the "Renewal Term Length" (or, if no Renewal Term Length is specified, of the same length as the Initial Term), unless either Party provides timely written notice of non-renewal in accordance with this Section.
Notice of non-renewal must be received by the other Party no later than the number of days prior to the expiration of the then-current Term specified in the Order Form as the "Non-Renewal Notice Period" (or, if no Non-Renewal Notice Period is specified, thirty (30) days). Customer hereby agrees to pay and shall pay the Fees specified in the Order Form for the applicable Term.
6. TERMINATION.
(a) Termination for Cause. Either Party may terminate this Agreement, effective on written notice to the other, if the other Party materially breaches this Agreement, and, if able to be cured, such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Tenzo may further terminate this Agreement immediately upon written notice to Customer if Customer breaches Sections 2 or 7 or infringes or otherwise violates Tenzo’s Intellectual Property Rights in or to the Services.
(b) Effect of Termination; Survival. Upon any expiration or termination of the Agreement: (i) Customer and its Authorized Users shall immediately terminate use of the Services, and shall destroy any and all copies of the Services or any related software or materials of Tenzo, and hereby agrees to upon Tenzo’s request promptly certify in writing that Customer has completed such deletion and destruction; (ii) all amounts due to Tenzo shall be immediately payable; and (iii) each Party will promptly return (or destroy) all Confidential Information of the other Party in its possession or control, except for any archived electronic communications which may be stored confidentially. The rights and obligations of Tenzo and Customer contained in Sections 2(c), 2(d), 2(e), 2(f), 3, 4, 4A, 5, this 6(b), and 7 through 10 will survive any expiration or termination of this Agreement.
7. CONFIDENTIAL INFORMATION.
(a) Confidentiality. As used herein, "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services will be deemed Confidential Information of Tenzo. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Tenzo may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Information. "Service Information" means aggregated, deidentified, anonymized, or statistical information derived from Customer Materials, Generated Materials, or Customer’s use of the Services, including usage patterns, performance metrics, error rates, model performance data, and analytical and operational insights, in each case that does not identify Customer, any Authorized User, or any natural person. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.
8. DISCLAIMER; LIMITATION OF LIABILITY.
(a) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ANY GENERATED MATERIALS ARE PROVIDED "AS IS." TENZO MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES OR GENERATED MATERIALS. TO THE MAXIMUM EXTENT LAW PERMITS, TENZO HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER ACKNOWLEDGES AND AGREES THAT TENZO DOES NOT CONDUCT BACKGROUND CHECKS OR OTHERWISE VERIFY THE IDENTITY OF, OR ANY INFORMATION OR RECORDS PROVIDED BY OR RELATED TO, ANY THIRD-PARTY JOB CANDIDATES, AND THAT IT IS CUSTOMER’S SOLE RESPONSIBILITY TO CONDUCT ANY SUCH CHECKS OR VERIFY ANY SUCH RECORDS RELATING TO ANY THIRD-PARTY JOB CANDIDATES. TENZO FURTHER DISCLAIMS, AND MAKES NO REPRESENTATION OR WARRANTY, THAT ANY JOB CANDIDATE RECOMMENDED TO CUSTOMER BY THE SERVICES WILL BE CREDENTIALED, TRAINED OR OTHERWISE QUALIFIED FOR ANY JOB OPENING OR OPPORTUNITY, AND AS BETWEEN THE PARTIES IT IS CUSTOMER’S SOLE RESPONSIBILITY TO VET THE GENERATED MATERIALS AND ANY THIRD-PARTY JOB CANDIDATES, INCLUDING BY PROVIDING HUMAN REVIEW OF SAME. WITHOUT LIMITING THE FOREGOING, TENZO HEREBY DISCLAIMS ANY WARRANTY THAT (1) USE OF THE SERVICES OR TENZO PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED, AND (2) ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES OR ANY GENERATED MATERIALS.
(b) AI Disclaimers. WITHOUT LIMITING THE FOREGOING, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT: (I) THE SERVICES USE EXPERIMENTAL TECHNOLOGY LIKE GENERATIVE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS, AND MAY SOMETIMES PROVIDE INACCURATE CONTENT, AND CUSTOMER WILL CONDUCT HUMAN REVIEW OF ALL GENERATED MATERIALS; (II) THE GENERATED MATERIALS MAY NOT BE PROTECTABLE UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS; AND (III) THE GENERATED MATERIALS MAY NOT BE UNIQUE, AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS OF THE SERVICES UTILIZING THE GENERATIVE ARTIFICIAL INTELLIGENCE FEATURES, AND TENZO WILL BE FREE TO PROVIDE THE SERVICES REGARDLESS OF ANY SIMILARITIES. CUSTOMER’S USE OF OR RELIANCE ON THE GENERATED MATERIALS IS AT CUSTOMER’S OWN RISK, AND TENZO IS NOT LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF OR RELIANCE ON THE GENERATED MATERIALS. ON BEHALF OF CUSTOMER AND CUSTOMER’S SUCCESSORS AND ASSIGNS, CUSTOMER IRREVOCABLY COVENANTS NOT TO ASSERT OR BRING ANY SUIT, CLAIM, DEMAND OR CHALLENGE AGAINST TENZO, OR TENZO’S LICENSORS OR LICENSEES, IN CONNECTION WITH THEIR OR TENZO’S USE OF THE GENERATED MATERIALS OR ANY SIMILAR OUTPUT.
(c) Exclusion of Damages. EXCEPT FOR (I) CUSTOMER’S BREACH OF SECTION 2, (II) CUSTOMER’S BREACH OF ITS PAYMENT OBLIGATIONS, (III) EITHER PARTY’S INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (IV) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER ("EXCLUDED CLAIMS"), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(d) Total Liability. IN NO EVENT WILL TENZO’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS (IF ANY) IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (I) THE FEES ACTUALLY PAID BY CUSTOMER TO TENZO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM, AND (II) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000), LESS ALL AMOUNTS PAID BY TENZO TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT TENZO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(e) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN TENZO AND CUSTOMER AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
9. MARKETING.
Customer hereby grants Tenzo a non-exclusive, royalty-free license during the Term to use and display Customer’s name and logo (the "Customer Marks") to identify Customer as a customer of Tenzo. Tenzo will use the Customer Marks in accordance with any reasonable usage guidelines provided by Customer in writing. Any use of the Customer Marks beyond such identification, including in case studies, social media posts describing Customer’s specific use of the Services, or quoted endorsements, will require Customer’s prior written consent. All goodwill arising from Tenzo’s use of the Customer Marks inures to the exclusive benefit of Customer.
10. MISCELLANEOUS.
(a) Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than Customer’s payment obligations) to the extent such delay or failure is caused by an event beyond the affected Party’s reasonable control, including acts of God, war, terrorism, civil unrest, pandemic or epidemic, government action or order, embargo, natural disaster, fire, flood, earthquake, severe weather, telecommunications or internet outage, utility failure, supply-chain disruption affecting third-party services or infrastructure on which the Services rely, denial-of-service or other malicious attack, or labor dispute (a "Force Majeure Event"). The affected Party will provide reasonable notice to the other Party and use commercially reasonable efforts to resume performance as soon as practicable. For the avoidance of doubt, no Force Majeure Event will excuse, suspend, or delay Customer’s obligation to pay any Fees when due.
(b) General. Neither Party may assign, transfer or sublicense this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, except to a successor entity in the event of a reorganization, merger, acquisition, or "change of control" transaction, and any attempt by either Party to do so, without such consent, will be void. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. "Including" means "including, without limitation." If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the U.S. District Court for the District of Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein. All notices required to be sent hereunder will be in writing (email being sufficient). This Agreement may be signed in counterparts, and electronic signatures will have the same weight and effect as originals.
EXHIBIT B
SERVICE LEVEL AGREEMENT
This Exhibit B (“SLA”) is attached to and forms part of the Tenzo Platform Agreement (the “Agreement”) between Salv AI Inc., d/b/a Tenzo AI (“Tenzo”) and the customer identified in the applicable Order Form (“Customer”). Capitalized terms used but not defined herein have the meanings given in the Agreement.
1. SCOPE AND DEFINITIONS
(a) Service. “Service” means the production Tenzo Platform and associated hosted components that deliver the functionality purchased under the Order Form (the “Core Platform”).
(b) Ancillary Channels. “Ancillary Channels” means optional communication and AI services that depend on third parties, including telephony/voice, SMS/MMS, email deliverability, automatic speech recognition and text-to-speech, and large language model or embedding inference.
(c) Available. “Available” means the Core Platform is reachable and materially usable by authorized users in the primary production region, excluding Permitted Downtime.
(d) Monthly Availability. “Monthly Availability” means: (Total Minutes in Month − Unplanned Downtime − Permitted Downtime) ÷ (Total Minutes in Month − Permitted Downtime).
(e) Permitted Downtime. “Permitted Downtime” means:
(i) Scheduled Maintenance under Section 5.1;
(ii) emergency maintenance to address security, performance, or stability;
(iii) issues caused by Customer networks, devices, configurations, single sign-on/identity providers, browsers, or firewalls;
(iv) outages, latency, or degradation attributable to third-party providers or carriers outside Tenzo’s reasonable control (including cloud infrastructure, DNS, ISPs, email/SMS/voice carriers, identity providers, and AI/model APIs);
(v) force majeure;
(vi) non-production, beta, or preview features; or
(vii) use in violation of the Agreement or Acceptable Use Policy.
(f) Business Hours; Business Day. “Business Hours” means Monday through Friday, 09:00–21:00 Pacific Time, excluding Tenzo-published holidays. “Business Day” means any day during Business Hours.
2. AVAILABILITY COMMITMENT (CORE PLATFORM)
(a) Target. Tenzo shall use commercially reasonable efforts to make the Core Platform Available 99.9% each calendar month (the “Availability Target”).
(b) Measurement. Availability shall be measured using Tenzo’s production monitoring systems and logs for the primary region. Customer-side monitors are not authoritative.
(c) Exclusions. Ancillary Channels are expressly excluded from the Monthly Availability calculation; deliverability, quality, and latency for Ancillary Channels are dependent on third parties and are not guaranteed.
3. SERVICE CREDITS (EXCLUSIVE REMEDY FOR AVAILABILITY SHORTFALLS)
If Monthly Availability for the Core Platform is below the Availability Target, and Customer submits a written claim within thirty (30) days after the end of the impacted month, the following credit shall apply:
(i) ≥ 99.0% and < 99.9%: one percent (1%);
(ii) ≥ 98.0% and < 99.0%: two percent (2%);
(iii) ≥ 95.0% and < 98.0%: five percent (5%);
(iv) < 95%: ten percent (10%).
(a) Credits. Credits shall be applied to the next invoice for Core Platform subscription fees or usage-based fees. Credits
(i) apply only to Core Platform subscription fees (or, if usage-only, to future usage credits of equal value),
(ii) are not cash refunds,
(iii) are non-transferable,
(iv) are waived if not timely claimed, and
(v) do not accrue for Permitted Downtime or use of non-production, beta, or preview features.
(b) Exclusive Remedy. Credits under this Section 3 are Customer’s sole and exclusive remedy for failure to meet the Availability Target.
4. SUPPORT, INCIDENT RESPONSE, AND ESCALATION
(a) Support Hours and Channels. Tenzo shall provide support during Business Hours via email or ticketing system and, if agreed, a shared channel. Severity 1 incidents are monitored twenty-four hours per day, seven days per week (24×7).
(b) Severity Definitions and Targets. Targets are for initial response and status cadence. Resolution times vary by complexity and root cause.
(i) Severity 1 (Critical). Core Platform outage or critical production impact with no reasonable workaround. Initial Response: two (2) hours (24×7). Update Cadence: at least every two (2) hours. Work Continuity: continuous until mitigation or restoration.
(ii) Severity 2 (High). Material degradation or major feature inoperable with a reasonable workaround. Initial Response: four (4) Business Hours. Update Cadence: every eight (8) Business Hours.
(iii) Severity 3 (Medium). Limited impact; functional workaround; non-critical defect. Initial Response: one (1) Business Day. Target Fix: a future scheduled release where feasible.
(iv) Severity 4 (Low). How-to requests, configuration guidance, minor defects. Initial Response: three (3) Business Days. Target: prioritized in backlog.
(c) Security Incidents. Tenzo shall notify Customer without undue delay and in any event within seventy-two (72) hours after confirming a security incident involving Customer Data, and shall provide updates and cooperation in accordance with the Agreement and applicable law.
5. MAINTENANCE AND CHANGES
(a) Scheduled Maintenance. Tenzo may perform scheduled maintenance on the Core Platform upon at least seventy-two (72) hours’ prior notice, typically outside major business hours in the primary region, not to exceed an average of four (4) hours per month.
(b) Emergency Maintenance. Tenzo may perform emergency maintenance as needed to address security, performance, or stability; Tenzo shall provide notice as practicable.
6. ANCILLARY CHANNELS AND THIRD-PARTY DEPENDENCIES
(a) Telephony, Messaging, and Deliverability. Caller ID presentation, deliverability, and filtering for voice, SMS/MMS, and email depend on recipient systems, spam filtering, 10DLC/DNC registration, local regulations, and carrier policies; related impacts are excluded from Availability and credits.
(b) AI Inference and Speech Services. Latency, rate limits, and outages for ASR, TTS, and LLM/model inference are excluded from Availability and credits. Tenzo shall implement commercially reasonable retries and fallbacks where feasible.
(c) Recording and Transcription. Where enabled and lawful, recording and transcription depend on third-party services. Accuracy and latency are not guaranteed and are excluded from Availability and credits.
7. UPDATES; PRECEDENCE
(a) Updates. Tenzo may update this SLA from time to time. No update shall materially reduce Customer’s rights or the overall level of service during a then-current committed term. Material updates will be communicated and will take effect upon renewal unless otherwise agreed in writing.
(b) Precedence. In the event of a conflict between this SLA and the Agreement, this SLA governs solely with respect to its subject matter.