Terms and Conditions#
Version 2.0
Last updated: September 24, 2026
1. Agreement#
1.1 These Terms and Conditions (the Terms) are entered into between TensorCase Inc., a Delaware corporation with its address at 28 Geary Street, Suite 650 #73, San Francisco, CA 94108 (TensorCase), and the customer identified in an Order Form that references these Terms (Customer). Each is a Party.
1.2 The Agreement consists of: (a) each order form executed by the Parties that references these Terms (an Order Form); (b) these Terms; and (c) the TensorCase Data Processing Addendum in effect on the Effective Date (the DPA), which is incorporated into these Terms by reference. The Agreement is the Customer Agreement referred to in the TensorCase Privacy Policy.
1.3 These Terms take effect on the date the first Order Form is executed by both Parties (the Effective Date).
1.4 If there is a conflict, the following order of precedence applies: (a) the DPA, with respect to the processing of Customer Personal Data; (b) an Order Form, but only to the extent the Order Form expressly identifies the provision of these Terms it varies; and (c) these Terms.
2. Definitions#
In the Agreement:
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than 50% of the voting interests.
Authorised User means an employee, agent or contractor of Customer or its Affiliates whom Customer permits to access the Services.
Customer Data means all data, documents, files and other content submitted to, uploaded to, or generated within the Services by or for Customer or its Authorised Users, including Inputs and Outputs. Customer Data does not include Usage Data.
Customer Personal Data has the meaning given in the DPA.
Documentation means the user guides and technical materials describing the Services that TensorCase makes available to Customer, as updated from time to time.
Input means Customer Data submitted to an AI-assisted feature of the Services, and Output means content generated by an AI-assisted feature of the Services in response to Input.
Security Measures means the technical and organisational measures set out in Schedule 2 of the DPA.
Services means the TensorCase investigations case management platform and related services ordered under an Order Form, excluding Third-Party Services.
Third-Party Services means products or services not provided by TensorCase, including any that Customer connects to the Services.
Trial Services means Services, or features of the Services, that TensorCase provides free of charge, including free trials, or designates as beta. Paid pilots are not Trial Services.
Usage Data means technical and operational data about the use and performance of the Services, such as feature usage, session duration, errors, latency and availability, that does not contain the content of Customer Data.
3. Services#
3.1 Access. Subject to the Agreement, TensorCase grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term for its Authorised Users to access and use the Services for Customer's internal business purposes, in accordance with the Documentation and the Order Form.
3.2 Third-Party Services. Customer is responsible for any Third-Party Services it connects to the Services and for its use of them. TensorCase is not responsible for Third-Party Services or for data once transmitted to them at Customer's direction.
3.3 Trial Services. Trial Services are provided as is, may be modified or discontinued at any time, and are excluded from the warranties in Section 13 and the indemnity in Section 14.1. Notwithstanding Section 15, TensorCase's total liability arising out of or relating to Trial Services will not exceed US$100.
4. Authorised Users#
4.1 Customer is responsible for its Authorised Users' compliance with the Agreement and for all activity under their accounts. Authorised Users may not share accounts or credentials.
4.2 Customer will promptly notify TensorCase of any unauthorised access to or use of the Services of which it becomes aware.
5. Customer Data#
5.1 Ownership. As between the Parties, Customer owns all right, title and interest in Customer Data, including Outputs. TensorCase acquires no rights in Customer Data other than the licence in Section 5.2.
5.2 Licence to TensorCase. Customer grants TensorCase a non-exclusive, worldwide licence to host, copy, process and transmit Customer Data solely to provide, maintain, secure and support the Services in accordance with the Agreement and the DPA.
5.3 No model training or evaluation. TensorCase will not use Customer Data to train, fine-tune or evaluate any machine learning or artificial intelligence model, and will not permit any subprocessor to do so.
5.4 No de-identified use. TensorCase will not aggregate, de-identify or anonymise Customer Data for its own purposes.
5.5 Data protection. The DPA governs TensorCase's processing of Customer Personal Data. The TensorCase Privacy Policy governs only the personal information TensorCase processes as a controller for its own business purposes and does not govern Customer Data.
5.6 Customer responsibilities. Customer is responsible for the accuracy, quality and legality of Customer Data and for having all rights, notices, consents and lawful bases required to submit it to the Services, as further set out in Section 3 of the DPA.
5.7 Restricted data. Customer will not submit to the Services: (a) protected health information within the meaning of the U.S. Health Insurance Portability and Accountability Act, unless the Parties have executed a business associate agreement; (b) classified government information; (c) data controlled under the International Traffic in Arms Regulations or the Export Administration Regulations; or (d) criminal justice information subject to the FBI Criminal Justice Information Services Security Policy.
6. AI-Assisted Features#
6.1 Intended purpose. The AI-assisted features of the Services are intended to help investigators and legal professionals organise, search, summarise, analyse and draft materials. AI-assisted processing is an integral part of the Services. Outputs are drafts and analytical aids for review by a qualified person. The Services are not intended to make decisions about individuals, to be the sole basis for any such decision, to assess the credibility of any person, to evaluate the behaviour or performance of any person, or to infer emotions.
6.2 Customer responsibilities. Customer is responsible for: (a) reviewing Outputs before relying on or sharing them; (b) all decisions made using the Services, including decisions affecting employees, complainants, witnesses or subjects of investigation; (c) complying with laws applicable to its use of AI systems and automated decision-making; and (d) giving any notices to individuals those laws require.
6.3 Prohibited AI uses. Customer will not use the Services to: (a) score or determine the credibility of any person; (b) recognise or infer emotions; (c) evaluate the behaviour or performance of any person as the basis for a decision; (d) make a decision producing legal or similarly significant effects on an individual without meaningful human review; or (e) engage in any practice prohibited by Article 5 of the EU Artificial Intelligence Act. If Customer uses the Services outside their intended purpose, Customer is responsible for any resulting obligations, including any obligations that applicable law imposes on a provider of an AI system.
6.4 Accuracy. Outputs are generated by artificial intelligence and may be inaccurate, incomplete or inappropriate for Customer's purpose. TensorCase does not provide legal advice, and the Services are not a substitute for the professional judgment of a qualified lawyer or investigator.
7. Prohibited Uses#
7.1 Customer and its Authorised Users will not: (a) make the Services available to any third party, or resell, sublicense, rent or use them on a service bureau basis; (b) use the Services in violation of applicable law; (c) interfere with, disrupt or gain unauthorised access to the Services or other customers' data; (d) decompile, disassemble, reverse engineer or attempt to discover the source code or structure of the Services; (e) submit Customer Data that Customer lacks the right to submit, or use the Services to harass, defame or unlawfully discriminate against any person; (f) introduce malicious code into the Services; (g) use automated means to scrape or extract data from the Services other than through features TensorCase provides; (h) use prompt injection or similar techniques to circumvent the Services' safeguards; (i) provide access to the Services to an individual acting for a competitor of TensorCase, or access the Services to build a competing product; or (j) permit any third party to do any of the foregoing.
7.2 Suspension. TensorCase may suspend access to the Services, limited to the extent reasonably necessary, if it reasonably believes that a breach of Section 7.1 threatens the security or integrity of the Services, other customers or any person. TensorCase will give Customer prior notice where practicable, and otherwise prompt notice, and will restore access once the issue is resolved.
8. Fees and Payment#
8.1 Fees. Customer will pay the fees specified in the Order Form (the Fees). Unless the Order Form states otherwise, Fees are invoiced annually in advance and are due within 30 days of the invoice date, or are charged automatically to the payment method on file.
8.2 Late payment. If undisputed Fees remain unpaid 30 days after their due date, TensorCase may suspend the Services on 10 days' written notice until payment is received.
8.3 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, goods and services and similar taxes on the Fees, other than taxes on TensorCase's income.
8.4 Price changes. TensorCase may change its Fees with effect from the start of a Renewal Term by giving Customer at least 30 days' written notice before the Renewal Term begins. Discounts and promotional pricing apply only for the period stated in the Order Form.
9. Term and Termination#
9.1 Term. The Agreement begins on the Effective Date and continues for the subscription term in the Order Form. Unless the Order Form states otherwise, the initial term is one year and renews for successive one-year periods (each a Renewal Term) unless either Party gives notice of non-renewal at least 30 days before the end of the current term (together, the Term).
9.2 Termination for cause. Either Party may terminate the Agreement by written notice if the other Party: (a) materially breaches the Agreement and fails to cure the breach within 30 days of written notice; or (b) becomes subject to bankruptcy, insolvency, receivership or liquidation proceedings, or makes an assignment for the benefit of creditors.
9.3 Effect of termination. On expiry or termination: (a) all Order Forms terminate; (b) Customer's access to the Services ends, subject to the export period in Section 9 of the DPA; (c) Customer will pay all Fees accrued to the date of termination; and (d) if Customer terminates under Section 9.2 for TensorCase's breach, TensorCase will refund any prepaid Fees for the period after termination.
9.4 Survival. Sections 5, 6.4, 8, 9.3, 9.4 and 10 to 17 survive expiry or termination, together with any other provision that by its nature should survive.
10. Intellectual Property and Feedback#
10.1 TensorCase and its licensors own all right, title and interest in the Services, the Documentation and all improvements to them. Nothing in the Agreement transfers ownership of Customer Data to TensorCase or of the Services to Customer. All rights not expressly granted are reserved.
10.2 Customer may provide suggestions or feedback about the Services (Feedback). TensorCase may use Feedback without restriction or obligation. Feedback does not include Customer Data, and TensorCase will not use Customer Data under this Section.
11. Confidentiality#
11.1 Definition. Confidential Information means non-public information disclosed by a Party (the Discloser) to the other (the Recipient) that is designated as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. The Services, Documentation, pricing and TensorCase's SOC 2 Type II reports are TensorCase's Confidential Information.
11.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform its obligations and exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, advisers and, in TensorCase's case, subprocessors, who need to know it and are bound by confidentiality obligations at least as protective as these.
11.3 Exclusions. Confidential Information does not include information that the Recipient can show: (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without restriction before receipt; (c) is received from a third party without breach of any obligation to the Discloser; or (d) is independently developed without use of the Discloser's Confidential Information.
11.4 Compelled disclosure. If the Recipient is required by law to disclose Confidential Information, it will, where legally permitted, give the Discloser prompt prior notice and reasonable assistance to seek a protective order, and will disclose only what is legally required. Requests to TensorCase from law enforcement or government authorities for Customer Data are handled in accordance with Section 2.8 of the DPA.
11.5 Separate confidentiality agreements. If the Parties have signed a separate non-disclosure agreement that covers Customer Data, TensorCase will comply with both that agreement and this Section 11. If they conflict, the provision more protective of Customer Data applies. Section 15 applies to all liability relating to Customer Data, unless the separate agreement expressly states that it overrides this Agreement.
12. Security#
12.1 TensorCase will maintain the Security Measures throughout the Term and may update them, provided that updates do not materially reduce the overall security of the Services.
13. Warranties and Disclaimers#
13.1 Mutual. Each Party warrants that it has the authority to enter into and perform the Agreement.
13.2 TensorCase. TensorCase warrants that: (a) it will provide the Services in a professional and workmanlike manner in accordance with generally accepted industry practice, using personnel with the necessary skills, experience and training; and (b) during the Term, the Services, as provided by TensorCase, will perform materially in accordance with the Documentation. These warranties do not apply to Trial Services, to use not in accordance with the Documentation or the Agreement, or to any defect attributable to software, hardware or services not supplied by TensorCase.
13.3 Remedy. For breach of Section 13.2, Customer's sole and exclusive remedy is reperformance or correction of the non-conforming Services. If reperformance or correction is not commercially feasible within 30 days of TensorCase's receipt of Customer's written notice, Customer may terminate the affected Services on written notice, and TensorCase will promptly refund prepaid Fees for the period after termination. This remedy is conditional on Customer notifying TensorCase within 30 days of becoming aware of the non-conformity.
13.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED AS IS AND AS AVAILABLE, AND TENSORCASE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TENSORCASE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS OWN LEGAL, REGULATORY AND COMPLIANCE OBLIGATIONS, AND THE SERVICES ARE TOOLS TO ASSIST CUSTOMER IN MEETING THEM.
14. Indemnification#
14.1 By TensorCase. TensorCase will defend Customer against any third-party claim alleging that the Services, as provided by TensorCase and used in accordance with the Agreement, infringe or misappropriate that third party's patent, copyright, trademark or trade secret, and will pay damages and costs finally awarded or agreed in settlement. TensorCase has no obligation for claims arising from: (a) Customer Data; (b) Third-Party Services; (c) modification of the Services by anyone other than TensorCase; (d) combination of the Services with products not provided by TensorCase, where the claim would not have arisen but for the combination; (e) use in breach of the Agreement; or (f) Trial Services. If the Services become or are likely to become subject to such a claim, TensorCase may procure the right for Customer to continue using them, modify them to be non-infringing without material loss of functionality, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid Fees for the period after termination. This Section states TensorCase's entire liability for infringement claims.
14.2 By Customer. Customer will defend TensorCase against any third-party claim arising from: (a) Customer Data, including a claim that Customer lacked the rights, notices, consents or lawful basis to submit it; (b) Customer's breach of Section 6.3 or Section 7.1; or (c) decisions made by Customer or its Authorised Users using the Services or Outputs, and will pay damages and costs finally awarded or agreed in settlement.
14.3 Procedure. The indemnified Party will give prompt written notice of the claim (failure to do so relieves the indemnifying Party only to the extent it is prejudiced), give the indemnifying Party sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party will not settle a claim in a way that imposes liability or an admission on the indemnified Party without its prior written consent.
15. Limitation of Liability#
15.1 Excluded damages. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
15.2 General cap. EXCEPT AS PROVIDED IN SECTIONS 15.3 AND 15.4, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.
15.3 Enhanced cap. EACH PARTY'S TOTAL LIABILITY FOR: (a) ITS OBLIGATIONS UNDER SECTION 14; (b) BREACH OF SECTION 11; (c) BREACH OF THE DPA OR SECTION 12; AND (d) IN CUSTOMER'S CASE, BREACH OF SECTION 6.3 OR SECTION 7.1, WILL NOT EXCEED THE GREATER OF THREE TIMES THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND US$100. THIS AMOUNT IS IN ADDITION TO, AND NOT REDUCED BY, AMOUNTS PAID UNDER SECTION 15.2.
15.4 Excluded claims. NOTHING IN THE AGREEMENT LIMITS EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD, OR CUSTOMER'S OBLIGATION TO PAY FEES (the Excluded Claims).
15.5 Application. These limitations apply to all liability under the Agreement and the DPA together, whatever the form of action, and to the maximum extent permitted by law.
16. Usage Data and Publicity#
16.1 Usage Data. TensorCase may use Usage Data to operate, secure, support and improve the Services. TensorCase will disclose Usage Data to third parties only in aggregated form that does not identify Customer, any Authorised User or any other individual, and will not disclose Usage Data to advertising networks or for advertising purposes.
16.2 Publicity. Neither Party will use the other's name, logo or trademarks, or identify the other as a customer or supplier, without the other's prior written consent.
17. General#
17.1 Governing law and jurisdiction. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each Party submits to their jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
17.2 Amendments. TensorCase may update these Terms by giving Customer at least 30 days' written notice. An update that materially and adversely affects Customer applies to Customer from the start of its next Renewal Term. No update will reduce Customer's protections under the DPA or Sections 5, 11, 12 or 15 during the current Term, or override terms negotiated in an Order Form. Otherwise the Agreement may be amended only in a writing signed by both Parties.
17.3 Assignment. Neither Party may assign the Agreement without the other's prior written consent, except to an Affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its assets, on notice to the other Party and provided the successor assumes the Agreement in writing.
17.4 Notices. Notices must be in writing and sent by email or courier. Notices to TensorCase go to legal@tensorcase.com or to its address in Section 1.1. Notices to Customer go to the contact in the Order Form. Email notices are effective on sending unless a delivery failure is received; courier notices are effective on delivery.
17.5 Force majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control. This Section does not excuse Customer's payment obligations, or a failure by TensorCase to maintain the Security Measures, or a Security Breach resulting from TensorCase's failure to do so.
17.6 Export and sanctions. Each Party will comply with applicable export control and sanctions laws. Customer represents that it is not named on, or owned or controlled by a person named on, any U.S., Canadian, UK or EU sanctions list, and will not permit access to the Services from a comprehensively sanctioned jurisdiction.
17.7 Relationship. The Parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship.
17.8 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. A failure to enforce a provision is not a waiver.
17.9 Entire agreement. The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior agreements and understandings. Terms in any Customer purchase order or supplier portal have no effect.
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