These Terms of Service (“Agreement”) constitute a legally binding contract between Tervio LLC (“Tervio,” “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”) governing your access to and use of Tervio’s SaaS platform and related services (“Services”). By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement.

If you are accessing or using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not have such authority, you must not use the Services.

1.  The Services

1.1  Service Description

Tervio provides a cloud-based SaaS platform offering migration tools (the “Tervio-Platform”). Subject to the terms herein, Tervio grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term, solely for Customer’s internal business purposes.

1.2  Authorized Users

Access to the Services is limited to individuals authorized by Customer (“Authorized Users”). Customer is solely responsible for:

• Ensuring Authorized Users comply with this Agreement
• All actions taken under Customer accounts
• Maintaining the confidentiality of all login credentials
• Promptly notifying Tervio of any unauthorized access or security breach

1.3  Service Modifications

Tervio reserves the right to modify, update, or discontinue features of the Services at any time, with reasonable notice where practical. Material changes that adversely affect core functionality will be communicated with at least 30 days’ advance notice.

2.  Account & Customer Responsibilities

2.1  Account Registration

To use the Services, Customer must register and create an account by providing accurate, current, and complete information. Customer agrees to update such information to keep it accurate and current throughout the term of this Agreement.

2.2  Acceptable Use

Customer shall not use the Services to:

• Send spam, unsolicited messages, or engage in any form of phishing
• Transmit content that is unlawful, defamatory, obscene, or harmful to minors
• Upload or distribute malware, viruses, or malicious code
• Attempt to gain unauthorized access to any system or network
• Scrape, crawl, or systematically extract data from the Services without written consent
• Build competing products or benchmark the Services without prior written approval
• Reverse engineer, decompile, or disassemble any component of the Services

2.3  Equipment & Connectivity

Customer is solely responsible for procuring and maintaining all hardware, software, networks, and connectivity required to access the Services. Tervio is not liable for performance issues attributable to Customer’s infrastructure.

3.  Intellectual Property

3.1  Tervio Technology

Tervio and its licensors retain all right, title, and interest in and to the Services, platform technology, software, algorithms, designs, trademarks, and all intellectual property rights therein (“Tervio Technology”). No rights are granted to Customer except as expressly set forth in this Agreement.

3.2  Customer Data

Customer retains full ownership of all data, content, and information it submits to the Services (“Customer Data”). Customer grants Tervio a limited, non-exclusive license to process Customer Data solely to deliver the Services.

3.3  Service Improvements

Tervio may use aggregated, anonymized, and de-identified data derived from Customer’s use of the Services to improve the platform, develop new features, and generate internal analytics. Tervio will not use Customer Data to identify or contact Customer’s end users without consent.

3.4  Feedback

If Customer provides suggestions, feedback, or ideas regarding the Services (“Feedback”), Customer grants Tervio a royalty-free, worldwide, perpetual license to use such Feedback without restriction or obligation to Customer.

4.  Confidentiality

Each party (“Receiving Party”) agrees to protect the other party’s (“Disclosing Party”) confidential information with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Confidential information shall not be disclosed to third parties or used for any purpose other than performing this Agreement.

Confidentiality obligations do not apply to information that:

1. Is or becomes publicly available through no fault of the Receiving Party
2. Was rightfully known to the Receiving Party prior to disclosure
3. Is independently developed without reference to Disclosing Party’s confidential information
4. Is required to be disclosed by applicable law or court order, provided the Disclosing Party receives reasonable prior written notice

Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

5.  Fees, Billing & Payment

5.1  Fees

Customer shall pay all fees specified in the applicable Order Form. All payment obligations are non-cancelable, and except as explicitly provided, all fees are non-refundable.

5.2  Billing & Payment Terms

Unless otherwise specified in an Order Form:

• Tervio will invoice Customer in advance of each billing period
• All invoices are due and payable within thirty (30) days of the invoice date
• Late payments accrue interest at 1.5% per month or the maximum legal rate, whichever is lower
• Customer must dispute invoices in writing within fifteen (15) days of receipt

5.3  Taxes

Fees are exclusive of applicable taxes. Customer is responsible for all taxes, duties, and governmental charges arising from this Agreement, excluding taxes on Tervio’s net income.

5.4  Suspension for Non-Payment

Tervio reserves the right to suspend access to the Services upon 10 days’ written notice if Customer fails to pay any undisputed amounts when due, without limiting other remedies available to Tervio.

6.  Term & Termination

6.1  Term

This Agreement begins on the Effective Date and continues for the Initial Licensing Term specified in the Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, the Agreement automatically renews for successive periods equal to the Initial Subscription Term.

6.2  Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings

6.3  Effect of Termination

Upon termination or expiration:

• All licenses granted hereunder immediately terminate
• Customer must cease all use of the Services
• Customer may request export of its Customer Data within thirty (30) days of termination; thereafter Tervio may delete Customer Data
• All accrued payment obligations, confidentiality obligations, and limitation of liability provisions survive

7.  Warranties & Disclaimers

7.1  Tervio’s Warranties

Tervio warrants that: (a) it has the authority to enter into this Agreement; (b) the Services will perform materially in accordance with applicable documentation; and (c) it will use industry-standard measures to protect Customer Data.

7.2  Customer’s Warranties

Customer warrants that: (a) it has the authority to enter into this Agreement; (b) it has all rights necessary to provide Customer Data to Tervio; and (c) its use of the Services will comply with all applicable laws and regulations.

7.3  Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TERVIO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TERVIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

8.  Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
• TERVIO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIVE HUNDRED U.S. DOLLARS (USD $500)

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain exclusions or limitations; in such cases these limitations apply to the maximum extent permitted.

9.  Indemnification

Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:

• Material breach of this Agreement by the Indemnifying Party
• Violation of applicable law by the Indemnifying Party
• Gross negligence or willful misconduct of the Indemnifying Party

Indemnification is conditioned upon: (a) prompt written notice of the claim; (b) the Indemnifying Party having sole control of the defense and settlement; and (c) the indemnified party providing reasonable cooperation at the Indemnifying Party’s expense.

10.  General Provisions

10.1  Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.

10.2  Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet outages, or other force majeure events. The affected party must provide prompt written notice and use commercially reasonable efforts to resume performance.

10.3  Assignment

Customer may not assign or transfer this Agreement without Tervio’s prior written consent. Tervio may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without consent. Any attempted assignment in violation of this section is void.

10.4  Notices

Legal notices must be in writing and delivered to: Tervio LLC, Legal Department, legal@tervio.com. Notices are effective upon confirmed email delivery or one business day after sending by overnight courier.

10.5  Severability & Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force. Failure to enforce any provision is not a waiver of the right to enforce it later.

10.6  Entire Agreement

This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, whether oral or written.

10.7  Service Interruptions

Tervio does not guarantee uninterrupted or error-free access to the Services. Planned maintenance will be communicated with reasonable advance notice where possible.

11.  Definitions

Questions? Contact our legal team at legal@tervio.com