These Terms of Service (the "Terms"), together with the Privacy Policy available at https://sf-tensor.com/legal/privacy (the "Privacy Policy") govern the terms on which San Francisco Tensor Company ("We" or the "Company"), provides You (also referred to herein as "You", "Your" or "Customer") access to Our Services. Customer and Company are each a "Party" and collectively the "Parties". If You access or use Our Services on behalf of a legal entity, all references to "You", "Your" or "Customer" shall include that legal entity and its affiliates.

Geographic Restrictions: Our Services and Tensor Cloud are not available to residents of the European Union or European Economic Area. By accessing or using Our Services, You represent that You are not located in or a resident of these jurisdictions.

1. Terms and Changes to Terms

1.1. Terms

These Terms are a binding legal agreement between You and the Company. Our Privacy Policy, which we may update from time to time in our sole discretion, governs how we collect, use and share Your information.

1.2. Changes to Terms.

We may change or revise these Terms at any time, in our sole discretion, by posting the revised Terms on the our website (https://sf-tensor.com) (the "Site"). The revised Terms shall be effective on the date posted on the Site (as indicated by the "Last updated" date) but will not be applied retroactively. Your continued use of Our Services constitutes your acceptance of the revised Terms.

2. Account Eligibility and Opening

2.1. Eligibility.

To be eligible to access and use Our Services, You must be at least 18 years of age, be of legal age to sign a binding contract, and not be prohibited by applicable law from using Our Services. You must not be located in or a resident of the European Union.

2.2. Accounts.

To gain access to Our Services, You must have an account. You can create an account by submitting an account application and successfully completing the Company's onboarding process. Accounts are provided to Customers on an individual basis. You shall not share use of Your account and/or Login Credentials, defined below, with any person. If You are opening an account on behalf of a legal entity, You may establish an account administrator who may approve the association of one or more authorized users with your legal entity's account. For clarity, each authorized user must complete an account application.

2.3. Login Credentials.

Customer is responsible for creating a strong password and providing information necessary to access Our Services ("Login Credentials"). Login Credentials will be subject to authentication by Us and You shall be responsible for ensuring that all such information is current and accurate at all times. You shall not disclose or otherwise share any Login Credentials or account authentication information with any third party without Our prior written consent in each instance. You are solely responsible for ensuring the security and confidentiality of all such information including, without limitation, Login Credentials, and shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all Login Credentials and passwords and verifying the trustworthiness of persons who are entrusted with access to such information. You must immediately notify Us if You believe any unauthorized access to Your account has occurred.

3. Tensor Cloud Services

3.1. Services.

The Company provides the Tensor Cloud computing service (the "Services" or "Tensor Cloud") that allows customers to deploy and run GPU-intensive workloads on cloud infrastructure. Customer defines the job requirements, including the type and number of GPUs needed, and the Company deploys and manages the execution of such jobs on a cloud profile, which may be either: (i) a cloud profile managed by the Company (such as the Company's own AWS, GCP, or Azure account) ("Company-Managed Profile"), or (ii) a cloud profile provided by the Customer (such as Customer's own AWS, GCP, or Azure account) ("Customer-Managed Profile"). For clarity, all references to the Services in these Terms include the Tensor Cloud.

3.2. Service Deployment.

Customer submits job specifications through the platform, including workload requirements, GPU type and quantity, and preferred cloud profile. The Company will deploy the job on the designated cloud profile and manage the execution of the workload.

3.3. Billing and Pricing.

Customer shall be billed based on actual usage according to the following pricing structure:

Total Amount Due = Actual Costs + Savings Fee

Where:

Actual Costs means the actual costs incurred for cloud compute resources, including GPU instances and related infrastructure costs. If the customer uses a Customer-Managed Profile, then the Customer is responsible for paying the actual costs incurred for cloud compute resources, including GPU instances and related infrastructure costs to the cloud provider, but will be billed by the Company only for the Savings Fee.

Savings means the difference between (i) the actual costs of the GPU compute instances (excluding storage and other non-compute costs), and (ii) the average of the current on-demand prices in the us-east zone across AWS, GCP, and Azure for equivalent compute instances (the "Reference Price"). If the actual costs of the GPU compute instances are less than the Reference Price, then the Savings is zero.

Savings Fee means a percentage of the Savings, calculated as follows:

Custom percentage if individually negotiated and agreed to in writing by the Company

Reference Prices: The Reference Prices used to calculate Savings are published and regularly updated at https://sf-tensor.com/legal/prices. Customer will be billed based on the Reference Prices posted at the time the Services are rendered. The Company reserves the right to update Reference Prices at any time without prior notice.

Annual Spending Tiers: Annual spending is calculated on a rolling 12-month basis. Tier adjustments are applied prospectively from the date the spending threshold is reached.

Custom Pricing: If the Company offers Customer a custom Savings Fee percentage or other discount in writing, such custom terms shall prevail over the default pricing structure.

3.4. Payment.

Customer shall pay all amounts due and owing within the payment terms specified in the invoice. The Company reserves the right to require prepayment, establish credit limits, or modify payment terms in its sole discretion. Company reserves the right to suspend Customer's access to the Services for failure to pay fees in accordance with these Terms.

3.5. Cloud Profiles.

(a) Company-Managed Profiles: When using a Company-Managed Profile, the Company will select and manage the cloud infrastructure on Customer's behalf. Customer acknowledges that the Company has full control over resource selection, deployment strategies, and infrastructure management.

(b) Customer-Managed Profiles: When using a Customer-Managed Profile, Customer grants the Company access to Customer's cloud account with sufficient permissions to deploy and manage workloads as specified by Customer. Customer remains responsible for maintaining the cloud account, ensuring adequate permissions are granted to the Company, and paying the cloud provider directly for underlying infrastructure costs. Customer acknowledges that the Company will have access to Customer's cloud resources and may incur costs on Customer's behalf through such cloud account.

3.6. Usage Data.

The Company retains all right, title and interest in any data or information that is calculated or generated by the Company's operation of the Services ("Usage Data"). Usage Data includes, without limitation, performance metrics, resource utilization statistics, pricing data, optimization insights, and any type of analytics derived or inferred from the operation of the Services, both current and historical. Customer shall not copy or redistribute Usage Data without the prior written consent of the Company.

3.7. Export Compliance.

The Services are provided only as permitted by export and re-export control laws and regulations including without limitation (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations maintained by the U.S. Department of State (collectively "Trade Controls").

4. Payment, Credits, and Refunds

4.1. Payment Methods.

Customer shall pay all amounts due and owing within the payment terms specified in the invoice. Payment may be made by credit card or bank transfer, as determined by the Company in its sole discretion. The Company reserves the right to require prepayment, establish credit limits, or modify payment terms in its sole discretion.

4.2. Company-Managed Profile Credits.

When using a Company-Managed Profile, Customer must purchase credits in advance ("Credits"). Credits may be purchased by credit card or bank transfer. All Credits must be pre-funded before the Company will deploy jobs on a Company-Managed Profile. Credits will be applied against fees incurred for Services as they are rendered. The Company will provide Customer with regular statements showing Credit balance and usage.

4.3. Customer-Managed Profile Billing.

When using a Customer-Managed Profile, Customer will be invoiced for the Savings Fee and any other applicable fees after Services are rendered. Payment is due within the payment terms specified on the invoice.

4.4. Credit Refunds.

Customer may request a refund of unused Credits at any time by submitting a written request to credit-refunds@sf-tensor.com. Upon approval of a refund request, the Company will refund the remaining Credit balance minus: (i) any transaction fees or costs incurred by the Company in processing the original payment, and (ii) any transaction fees or costs incurred by the Company in processing the refund. Refunds will be processed within 30 days of approval and will be issued via the same payment method used for the original purchase, unless otherwise agreed in writing.

4.5. Service Level Agreement.

Any refunds, credits, or remedies related to service performance, uptime, or service level commitments are governed exclusively by any Service Level Agreement between the Company and the Customer and are not addressed in these Terms.

4.6. Suspension for Non-Payment.

Company reserves the right to suspend Customer's access to the Services for failure to pay fees in accordance with these Terms, including but not limited to: (i) failure to maintain adequate Credits for a Company-Managed Profile, or (ii) failure to pay invoices when due for a Customer-Managed Profile.

4.7. Taxes.

You must pay all taxes associated with Your use of the Services. If Company is required to pay any taxes relating to Your use of the Services, Customer shall promptly reimburse Company any amounts paid by Company.

5. License

5.1. License.

Subject to Customer's compliance with these Terms, Company hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use Our Services only for Customer's use in accordance with these Terms and applicable law. Except as expressly set out in the Terms, no other right, title or license to Our Services is granted to Customer or implied hereby.

5.2. Company Software.

Company retains all right, title and interest in and to any downloadable software, agents, SDKs, APIs, or other code the Company may provide Customer in connection with Our Services ("Company Software"), including all intellectual property rights embodied therein or related thereto. Except for the limited licenses expressly set out in these Terms, no right, title or license under any Company Software is granted to Customer or implied hereby.

5.3. Open Source Software.

Our Services may be provided with, or facilitated by, certain open-source software. The use of such open-source software is subject to the applicable open-source license terms. Customer agrees to comply with and be bound by the foregoing terms and conditions governing the use of open-source software programs and acknowledges that the terms "Tensor Cloud" and "Services" as used in these Terms do not include such open-source software.

5.4. Feedback.

Customer may provide suggestions, comments or other feedback ("Feedback") to Company with respect to Our Services and/or Services. All Feedback is entirely voluntary and shall not create any confidentiality obligation for Company. Company may freely use, disclose, reproduce, license, distribute or exploit Feedback without restriction.

6. Customer Data

6.1. Customer Data.

Customer retains all right, title and interest in and to the data Customer "feeds" into the Services and any output resulting from such training and/or inference ("Customer Data"), including all intellectual property rights embodied therein or related thereto.

6.2. Backups and Storage.

The Company and its service providers shall have no obligation to maintain Customer Data, backup Customer Data or otherwise store Customer Data on behalf of Customer. Customer is responsible for properly configuring and using Our Services and taking its own steps to maintain appropriate security, protection and backup of Customer Data, which may include the use of encryption technology to protect Customer Data from unauthorized access and routine archiving. To the fullest extent permitted by applicable law, the Company Parties (as defined as Section 11 below) have no liability for any data loss, unavailability or other consequences related to the foregoing. Customer shall be responsible and liable for the activities of any person that gains access to Customer Data or Our Services as a result of Customer's failure to comply with the obligations of this Section 6.2.

6.3. Processing.

For the purposes of these Terms, "Process" means to access, create, collect, acquire, receive, record, consult, use, process, alter, store, maintain, retrieve, disclose, or dispose of and includes "processing" within the meaning of applicable privacy laws. To the extent that information defined as "personal data" or "personal information" under applicable privacy laws ("Personal Data") is included in the Customer Data, Customer acknowledges and agrees that Company is a "service provider," "processor", or any similar term provided under applicable privacy laws and Customer is the "controller," "business," or any similar term provided under privacy laws in effect as of the effective date of these Terms. Company acts as a data processor on behalf of Customer and will only Process Personal Data in accordance with Customer's documented instructions and as necessary to provide the Services. If there is a change in the applicable privacy laws or the enactment of new privacy laws that would materially alter the obligations of Company as a processor or service provider under these Terms, Company reserves the right to terminate or modify these Terms. Customer grants Company the right to Process Customer Data, including Personal Data, to provide the Services and for other purposes as specified in the Terms. Company shall only Process Personal Data included in the Customer Data: (i) for the limited and specific purpose of providing the Services; (ii) as otherwise expressly permitted by the Terms; or (iii) as required by law or regulation, legal process or any governmental or regulatory authority. Company and its subprocessors are contractually required to maintain equivalent data protection standards and safeguards for all Personal Data processed on behalf of Customer.

7. Restrictions

7.1. Acceptable Use.

Our Services and/or Services shall not be used for unlawful, fraudulent, offensive or obscene activity.

7.2. Restrictions.

Customer shall not, and shall not permit, authorize or assist any third party to: (i) modify, adapt, translate, reverse engineer, decompile, disassemble, copy, frame, mirror, create derivative works of or attempt to derive the source code of any part of Our Services; (ii) use or integrate Our Services with any software, hardware or system other than the Company Software; (iii) sell, resell, license, sublicense, assign, publish, transfer, distribute, rent or lease any part of Our Services or provide any third party with access to Our Services; (iv) remove, alter or obscure any proprietary rights notices contained in or affixed to Our Services; (v) attempt to disrupt, degrade, impair or violate the integrity or security of Our Services, including by executing any form of network monitoring; (vi) use Our Services to store or transmit any malicious code or in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vii) interfere with or disrupt the integrity or performance of Our Services; or (viii) take any action that imposes an unreasonable or disproportionately large load on Company's infrastructure.

7.4. Monitoring.

(a) Infrastructure Monitoring. Company may monitor the infrastructure, systems, and network activity associated with the Services to:
 (i) maintain system availability, performance, and reliability;
 (ii) detect, prevent, and respond to security incidents, including unauthorized access, malware, and distributed denial-of-service attacks;
 (iii) troubleshoot technical issues affecting the Services; and
 (iv) ensure compliance with our Acceptable Use Policy.

(b) Metadata Collection. Company may collect and analyze metadata regarding Customer's use of the Services, including resource consumption, API calls, access logs, IP addresses, timestamps, and error rates. Metadata does not include the content of Customer Data.

(c) Customer Data Access Restrictions. Company will not access, view, or process the content of Customer Data except:
 (i) As expressly authorized by Customer in writing or through the platform interface;
 (ii) When necessary to respond to Customer's support requests;
 (iii) To comply with a valid legal order (subpoena, warrant, court order), provided Company will notify Customer in advance unless legally prohibited;
 (iv) When Company has a good faith belief that access is necessary to prevent imminent harm to persons or the immediate security of the Services, and only to the extent necessary to address such emergency.

(d) Automated Security Scanning. Company may use automated tools to scan for:
 (i) Known malware signatures and malicious code patterns
 (ii) Network traffic anomalies indicating potential security threats
 (iii) Violations of export control laws (comparison against prohibited entity lists)
 (iv) Technical configurations that pose security vulnerabilities

Such scanning will be limited to pattern matching and signature detection. Company will not conduct manual review of Customer Data content except as permitted in subsection (c) above.

(e) Compliance Verification. If Company reasonably suspects a material violation of the Terms based on metadata or system monitoring, Company may:
 (i) Notify Customer of the suspected violation and request clarification;
 (ii) Request that Customer provide evidence of compliance;
 (iii) Access Customer Data only if:
  (A) Customer fails to respond within 5 business days,
  (B) the suspected violation involves illegal activity or imminent security threat, and
  (C) access is limited to the minimum necessary to verify compliance.

(f) Legal Process. If Company receives legal process requiring disclosure of Customer Data, Company will:
 (i) Promptly notify Customer unless legally prohibited;
 (ii) Provide Customer at least 10 business days to seek a protective order before disclosure, unless shorter timeline required by law;
 (iii) Limit disclosure to the specific information required by the legal process.

(g) Customer Notification. Company will notify Customer within 72 hours if:
 (i) Company accesses Customer Data under subsections (c)(iii) or (c)(iv);
 (ii) Company detects a security incident affecting Customer Data;
 (iii) Company receives legal process requiring Customer Data disclosure (unless prohibited).

(h) Service Provider Limitations. Any service providers engaged by Company for monitoring purposes must:
 (i) Be bound by confidentiality obligations at least as protective as this Agreement;
 (ii) Use Customer Data only for the specific monitoring purposes authorized herein;
 (iii) Implement industry-standard security controls;
 (iv) Delete or return Customer Data upon completion of the monitoring activity.

7.5. Suspension.

Company and/or its service providers may immediately limit, suspend, or terminate access to Our Services if: (i) Company or its service providers reasonably believes that Customer is in breach of these Terms; (ii) Customer engages in excessive utilization of Our Services which affects, or could reasonably (in Company's or its service providers' opinion) affect, system availability or performance; (iii) Company or its service providers in good faith suspects that any third party has gained unauthorized access to Our Services using a credential issued to Customer; (iv) Company is required by applicable law or regulation, legal process or any governmental or regulatory authority to suspend Our Services; or (v) Company reasonably believes such action is necessary to prevent or limit any suspension, termination or breach of any third party contract or service that Company uses to provide Our Services. In addition, Company may temporarily suspend access to Our Services during planned downtime. Company shall not be liable to Customer or any other third party for any such modification, suspension, termination or discontinuation of Customer's rights to access and use Our Services, and Customer shall remain liable for the payment of all fees.

8. Termination

8.1. Termination.

You may terminate use of Our Services at any time for any reason upon 10 days' notice. The Company may terminate Your use of Our Services upon 10 days' notice. However, Company may suspend or terminate your use of Our Services at any time without notice if required by applicable Law, requested by a governmental authority, or if the Company determines, in its sole discretion, that You are violating these Terms.

8.2. Effect of Termination.

Upon termination, Company will disable Customer's access to Our Services. Termination shall not affect Customer's obligation to pay all Transaction fees that have become due before such termination or, except as provided in Section 4.2.

9. Representations and Warranties

9.1. General.

You represent and warrant that that You are at least 18 years of age, are of legal age to enter into a binding contract, and if Customer is a legal entity, You are authorized to bind the legal entity to these Terms. You further represent and warrant that You are not located in or a resident of the European Union.

9.2. Applicable Law.

You represent and warrant that You will comply with applicable Law in regarding Your use of Our Services.

9.3. Customer Data.

Customer represents and warrants that: (i) all Personal Data included in Customer Data was collected and at all times processed and maintained by or on behalf of Customer in compliance with, all privacy laws, including with respect to any obligations to provide notice to and/or obtain consent from individuals and that processing of Customer Data in connection with Our Services will not violate any privacy laws; and (ii) Customer has complied with all privacy laws in disclosing Personal Data to Company and enabling Company to Process the Personal Data as set out in this Agreement. Customer is solely responsible and liable for: (A) the processing of all Customer Data; (B) any data processed from or related to the Services; and (C) any data displayed, disclosed, generated or published from or in connection with any use of the Services.

9.4. Trade Controls.

Customer represents and warrants that it is not, and nor are any of its affiliates, officers, directors, employees, service providers, agents, or beneficiaries (a) located, ordinarily resident, domiciled, organized or operating in any country that is subject to a comprehensive Trade Controls embargo (e.g., Cuba, Iran, North Korea, Syria, and the restricted regions of Ukraine) or broad country-based Trade Controls (Belarus, Russia, or Venezuela); (b) an individual or entity included on the U.S. Treasury Department's List of Specially Designated Parties and Blocked Parties, the U.S. Commerce Department's Denied Persons List or Entity List, or any other lists of restricted parties administered by a Trade Controls Authority; or (c) owned or controlled by or acting on behalf of a party encompassed by forgoing clauses (a) or (b). Additionally, Customer agrees not to, directly or indirectly, (i) use Our Services and Services to facilitate any transaction with any party encompassed by the foregoing clauses (a), (b) or (c)

9.5. Cryptocurrency Mining.

Customer represents and warrants that it will not use the Services for cryptocurrency mining or any similar or related purpose.

10. Disclaimer

OUR SERVICES ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT OUR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

COMPANY MAKES NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF CUSTOMERS ON OUR SERVICES AND ASSUME NO RESPONSIBILITY FOR THEIR COMPLIANCE WITH THESE TERMS OR APPLICABLE LAW. WE EXPLICITLY DISCLAIM ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY CUSTOMER.

11. Indemnification and Limitation of Liability

11.1. Indemnification.

Customer shall indemnify, hold harmless and defend Company, its service providers and its and their officers, directors, employees, agents, contractors, affiliates, successors and assigns (the "Company Parties") from and against any and all Losses arising from or relating to any claim(s) made by a third party ("Third-Party Claim") to the extent such Third-Party Claim arises out of or results from: (i) any allegation that any Customer Data infringes, violates or misappropriates any right of any third party; (ii) Customer's breach of the Terms and/or use of Our Services contrary to the Terms; or (iii) breach of obligations contained in Section 10. Customer shall not settle or consent to any judgment in any such indemnified Third-Party Claim without the prior written consent of Company.

11.2. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE THIRD-PARTY CLAIM OR $100 IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.

12. Dispute Resolution; Class Action Waiver

12.1. General.

You agree that any dispute, claim or disagreement arising out of the Terms including, without limitation, access to and/or use of Our Services (a "Dispute") will be resolved by binding arbitration.

12.2. Pre-Arbitration Dispute Resolution; Forum.

You must first give Us an opportunity to cure or resolve the Dispute by sending an email to legal@sf-tensor.com and provide the following information: (a) your name, (b) your address, (c) a written description of the Dispute, and (d) a description of how You wish us to resolve the Dispute. If we do not resolve the Dispute within 120 days after receiving Your notification, then You may pursue the Dispute in arbitration, subject to the Terms. If You initiate arbitration against the Company You must provide the Demand for Arbitration, or similar pleading used to commence the arbitration proceeding, to the Company to Company's registered agent for service of process and a copy to privacy@sf-tensor.com. The arbitration will be administered by the Judicial Arbitration and Mediation Service, "JAMS" (jamsadr.com). The arbitration will be conducted in English before a single arbitrator, agreed upon by the Parties, in accordance with JAMS Streamlined Arbitration Rules and Procedures.

12.3. Exceptions.

The Parties agree that this Section 12 shall not preclude either Party from commencing an action in small claims court or an equivalent court with similar jurisdiction. To the extent that a dispute cannot be legally arbitrated, as determined by the arbitrator, the Parties agree to bring any action, suit, or proceeding in accordance with Section 12. An arbitrator's determination that a dispute cannot be arbitrated shall have no effect on any other provision in the Terms including, without limitation, the jury trial and class action waiver contained in Sections 12.5 and 12.6, respectively. In the event that either Party seeks injunctive or declaratory relief such relief must be litigated in a civil court of competent jurisdiction, subject to Section 13.1, and not in arbitration. The Parties agree that the litigation of any public injunctive relief shall be stayed until the outcome of the merits of the individual claim in arbitration.

12.4. Federal Arbitration Act and Governing Law.

The arbitrator will be empowered to determine the arbitrability of a dispute between the Parties, because Our Services and Terms concern interstate commerce, the Federal Arbitration Act ("FAA") shall govern the arbitrability of all disputes. However, if the arbitrator determines it would be more appropriate to apply the substantive law of a US jurisdiction or if preempted by the FAA, the arbitrator will apply New York State law and applicable US federal law, without regard to choice of law principals, consistent with the FAA and applicable statutes of limitations or conditions precedent to commencing an action.

12.5. Waiver of Jury Trial.

THE PARTIES WAIVE ALL RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.

12.6. Waiver of Class and Other Non-Individualized Relief.

All actions shall be on an individual basis and the claims of one customer shall not be consolidated, combined or arbitrated with another customer. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHT TO HAVE ANY DISPUTE BE BROUGHT, ADMINISTERED, RESOLVED, ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

13. Miscellaneous

13.1. Governing Law.

13.1. Governing Law. The Terms shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms and/or Our Services, not resolved by arbitration, as provided in Section 12, shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

13.2. Intellectual Property Rights.

Customer acknowledges and agrees that the Company exclusively owns all right, title and interest to Our Services including, but not limited to all associated intellectual property rights, regardless of whether they are protected by copyright, trademark, or other laws of the United States or a foreign country.

13.3. Severability.

If any provision of the Terms is held by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

13.4. Waiver.

The Company's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. Except as expressly provided in these Terms, Party's exercise of any remedies provided in these Terms shall be without prejudice to its other remedies under these Terms.

13.5. Assignment.

The Company may assign its rights without restriction, including without limitation any Company affiliates or subsidiaries, or any successor in interest of any business associated with the Company. In the event the Company has a change in control including, without limitation, merger, acquisition or sale ("Change in Control") Except with the prior written approval of Company, Customer shall not transfer, including by merger, consolidation, dissolution, or operation of law, any right or license granted, obligation imposed, or remedy under these Terms. Any purported transfer in violation of this Section 13.5 will be void.

13.6. Notices and Communications.

All notices or communications provided by the Company will be made by email, to the email address You provided to the Company, or by posting on the Site, which shall be effective upon transmission of the email or posting. If You have any questions regarding these Terms or Our Services You may contact us at legal@sf-tensor.com

13.7. Force Majeure.

Neither party is liable for delay or failure to perform due to events beyond its reasonable control (including internet or power outages, cloud-provider failures, acts of God, war, labor disputes, or government action). Each party will use reasonable efforts to mitigate the impact and resume performance promptly.

13.8. Survival.

The respective obligations of the parties under these Terms that by their nature would continue beyond termination shall survive any termination.

13.9. No Third Party Beneficiaries.

A Person that is not a party to these Terms shall not have any rights under these Terms.

13.10. Links to Third-Party Resources.

The Company may provide, in its sole discretion, links to third-party resources and/or websites ("Resources"). Resources are provided as a convenience, and the Company shall not be responsible for the content, products or services available on the Resources.

13.11. Electronic Records and Signatures.

By accessing or using Our Services Customer consents to the use of electronic records and signatures. You agree (a) delivery of all account information, confirmations, disclosures, notices, records, or other information ("Electronic Records") may be made to You electronically and (b) to use electronic signatures. You may withdraw your consent to use of Electronic Records and signatures by contacting us at legal@sf-tensor.com.

13.12. Entire Agreement.

These Terms embody the entire agreement between the Parties with respect to its subject matter and supersede all prior or contemporaneous agreements and understandings, written or oral, relating to such subject matter.