Welcome to the Tenjin Online Offerings! Tenjin Online and/or its Affiliates (“Tenjin Online”, “we”, “us” or “our”) provide the Offerings subject to the following conditions. Please review these Customer Terms of Use (these “Terms”) carefully. These Terms are between you and the Tenjin Online entity that owns or operates the Offering that you are using or accessing. “You” or “your” means, unless otherwise indicated, your employer or another entity you represent, as applicable. By agreeing to these Terms, you confirm that (a) you have the necessary legal authority to bind your employer or such entity (as applicable) to these Terms; and (b) after reviewing and understanding these Terms, you agree to be bound by them on behalf of your employer or the respective entity (as applicable), thus making these Terms binding on your employer or such entity (as the case may be).
PLEASE NOTE THAT YOU ARE CONSIDERED AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR ENTITY: (I) IF YOU REGISTER AN ACCOUNT TO USE THE OFFERINGS USING YOUR EMPLOYER OR ENTITY’S EMAIL ADDRESS; OR (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
A glossary of defined terms is included at the end of these Terms.
ACCOUNT, ADMINISTRATION AND USERS
Account. In order to place Orders or access and use the Offerings, you must create a user account with us. By creating a User Account or being added to one, you: (a) agree to provide accurate, complete, and current registration information for all Users; (b) acknowledge that it is your and each User’s responsibility to maintain the confidentiality and security of their password; (c) agree that you are fully responsible for all activities that occur under User Accounts; and (d) undertake to promptly notify us in writing of any unauthorized access or use of User Accounts and/or any breach of these Terms. Any communications we receive under User Accounts will be assumed to have been made by you. You are solely responsible for any unauthorized usage of the User Account by yourself, other Users, or third parties acting on your behalf.
Administration. The Offerings allow you to designate Users, including Admins, who may have various abilities such as making Orders, enabling features, managing User Accounts, and integrating with third-party products or services. You are responsible for the actions of Admins and any actions they take within the Offerings. We are not responsible for the internal management or administration of the Offerings within your organization.
Users. Only Users may access and use the Offerings. Pricing and functionality may vary based on the type of User designated. You are responsible for your Users’ actions and ensuring their compliance with these Terms, including the handling of Your Data, and for any fees incurred by Users. Each subscription associated with a “user” permits access and use by a specific individual, and User Accounts cannot be shared among multiple individuals.
ACCESS TO AND USE OF OFFERINGS
Access to Offerings. Subject to these Terms and during the applicable Subscription Term, Users are granted the right to access and use the Offerings for internal business purposes and for the internal business purposes of Your Customers, as part of the services provided by you.
Use by Your Affiliates, Contractors, and Your Customers. You may add your Affiliates, contractors, and Your Customers as Additional Users, subject to their compliance with these Terms. Contractors may only use the Offerings on your behalf, and Your Customers may only use the Offerings with respect to your products and services.
Ownership and General Restrictions. We exclusively own and reserve all rights to the Offerings, Documentation, Confidential Information, and Usage Data. Except for the rights expressly granted in these Terms, no other rights are granted to you. You may not use the Offerings for the benefit of third parties, reproduce, modify, reverse engineer, or attempt to gain unauthorized access to the Offerings, among other restrictions outlined in these Terms.
FEES AND PAYMENT
Fees. Unless otherwise specified in an Order, you agree to pay the applicable fees for the Offerings as per the rates provided on our website or as otherwise communicated. Payment is due within thirty (30) days of receipt of invoice in billing currency. All fees are non-refundable, and late payments may incur additional charges. We reserve the right to suspend Offerings until all fees are paid in full.
Taxation: All charges mentioned do not include taxes. You must pay the full amount specified in these Terms without any deductions, and after deducting taxes. You are responsible for all taxes related to the services and terms, except taxes based on our net income, property, or employees. We reserve the right to bill you for taxes if necessary under the relevant tax jurisdiction unless you provide us with an exemption certificate.
Increased Usage: You can expand user numbers, increase limits, or broaden the Usage Scope of the services by placing a new order or modifying an existing one, as allowed by the services. Unless stated otherwise in the order, we will bill you for any increased usage at our current rates, adjusted for the remaining Subscription Term.
Payment Disputes: If you wish to dispute any fees, you must inform us in writing within thirty days of the billing date. In case of a dispute, you must act reasonably and cooperate with us to resolve it. We will not charge late fees or suspend service for unpaid fees under dispute, unless you fail to cooperate, or we find the dispute unreasonable or in bad faith.
Your Data: You retain all rights to Your Data. You grant us a non-exclusive, worldwide, royalty-free right to use Your Data for providing the services and for internal business purposes, provided it’s anonymized and aggregated. You must ensure compliance with the Terms, privacy policies, and laws regarding Your Data. You are responsible for its quality, accuracy, and legality.
Data Security: We will maintain safeguards to protect Your Data’s security and integrity and will notify you of any suspected breaches promptly.
Removals and Suspension: We may remove or suspend access to Your Data if you violate the Terms or upon receiving takedown requests for intellectual property violations. We’ll make reasonable efforts to notify you beforehand, but we may act immediately if necessary for the service’s operation.
Confidentiality: Both parties must keep each other’s confidential information confidential, except as required by law. The receiving party must provide notice of compelled disclosures and cooperate with the disclosing party at the disclosing party’s expense.
Feedback: You may provide feedback to improve our services, granting us the right to use it for such purposes.
Changes to Terms: We may modify the Terms with notice, which will take effect at the next Subscription Term renewal, unless specified otherwise. If you object to modifications during your Subscription Term, you may terminate affected orders within thirty days of notice, and we’ll refund any pre-paid fees for the terminated portion.
Force majeure. Events shall excuse non-performance by either party, except for payment obligations, to the extent that performance becomes impossible due to circumstances such as strikes, fires, floods, earthquakes, governmental actions or restrictions, cyber-attacks, third-party information security breaches, failure of cloud services, supplier failures, or any other reasons beyond the reasonable control of the affected party. The affected party must take reasonable steps to minimize the impact of such events.
Regarding the entire agreement and its amendments, these terms, along with any orders, attachments, schedules, exhibits, or addenda, constitute the complete understanding between the parties regarding the subject matter. They supersede any prior or contemporaneous agreements, whether oral or written. No modification or amendment to these terms, attachments, or orders will be binding unless made in writing and signed by both parties. Terms specified in an order only apply to that order and do not affect any other orders unless expressly stated otherwise. In case of any conflict, these terms prevail unless stated otherwise.
The relationship between the parties is that of independent contractors, and nothing in the terms implies a partnership, joint venture, agency, or employment contract. There are no third-party beneficiaries to the agreement. Any waivers must be in writing to be effective, and failure to enforce any provision does not waive the right to enforce it later. If any provision is found invalid, the remaining provisions remain valid. The language of the agreement, attachments, and orders is English, and all interpretations, notices, and dispute resolutions shall be in English.
Certain terms are defined in the agreement, while others are defined in context. Definitions include terms like “Account Profile,” “Admin,” “Affiliate,” “AI Product,” “Cloud Products,” “Confidential Information,” “Documentation,” “Input,” “Laws,” “Offerings,” “Order,” “Output,” “Privacy Law,” “Reseller,” “Scope of Use,” “Software,” “Subscription Term,” “Taxes,” “Test Content,” “Usage Data,” “User Account,” and “Users.”
The agreement includes additional terms for specific offerings, such as downloadable software, offerings purchased through a reseller, free offerings, pre-released offerings, and advisory, deployment, and professional services. These additional terms cover various aspects of usage, responsibilities, changes, deliveries, and acceptance criteria.
ADDENDUM: ADDITIONAL CUSTOMER TERMS
Additional terms apply if you use certain offerings, in addition to the customer terms of use. These terms, along with the customer terms, form the agreement.
For downloadable, standalone, and on-premise software:
• Upon termination of any order for the software, you must promptly return or destroy all copies.
• Unless otherwise specified, you may install one production instance of the software.
• The software may be licensed in online or offline mode. If in online mode, maintain online access for license activation, management, etc. If offline, provide necessary information for verification.
• Use of the software is limited to object-code form. You may not provide access to customers or include it in offerings to customers. Each customer must have their own copy.
• All rights to the software are reserved by us. You may not distribute, sublicense, modify, etc., except as expressly permitted.
• The software may include open source and freeware software licensed from third parties.
• You’re responsible for ensuring your systems meet requirements for the software.
• We may verify compliance with this agreement and may invoice for excessive use.
• You must comply with these terms to avoid any issues.
OFFERINGS PURCHASED THROUGH A RESELLER
In cases where you’ve acquired our offerings through a reseller, if there’s a discrepancy between this Agreement and the agreement with the reseller, this Agreement takes precedence. Any rights not explicitly covered in this Agreement but granted in the reseller agreement are only applicable with the reseller. You must seek resolution of such rights solely with the reseller, as they aren’t binding on us. The reseller isn’t authorized to alter this Agreement or make commitments on our behalf, and we’re not obligated beyond what’s outlined in this Agreement. Here are the additional terms for using offerings through a reseller:
• Your reseller may be added as an additional user, limited to providing services on your behalf.
• Fees and subscription details will be outlined in the reseller agreement.
• Access to offerings is subject to us receiving payment from the reseller. If payment isn’t received, we may suspend or terminate your access.
• Order details will be based on what the reseller communicates to us.
• Refunds, if applicable, will be processed through the reseller.
FREE OFFERINGS; PRE-RELEASED OFFERINGS
For free offerings and pre-released offerings:
• Free offerings are for trial only and can’t be combined with paid offerings.
• Pre-released offerings may be incomplete or have bugs. We reserve the right to modify or cancel them without liability.
• Access to these offerings is subject to this Agreement and may come with limited liability.
For advisory, deployment, and professional services:
• We’ll use reasonable efforts to perform the services according to the statement of work.
• Services are provided during normal business hours, except on recognized holidays.
• You’re responsible for appointing a designated contact and providing necessary resources for the services.
• Any changes to the scope of services must be agreed upon in writing.
• We’ll make reasonable efforts to deliver services as per the agreed schedule. Delays caused by you or changes in scope will extend the timeline.
• You’re responsible for ensuring services and deliverables meet agreed-upon requirements.
• Acceptance is assumed unless objections are raised within five days or acceptance documentation is signed.
ADVISORY, DEPLOYMENT AND PROFESSIONAL SERVICES
Our Responsibilities
By engaging in the procurement of our consultancy, implementation, adoption, setup, testing, or any other professional services, as outlined in an Order and/or a separate statement of work (referred to collectively as the “SOW”), to aid in the utilization, configuration, or deployment of the Offerings (inclusive of on-site deployment of our on-premises Offerings) (referred to as the “Services”), you consent to receive these Services on a non-exclusive basis and are subject to the additional terms and conditions outlined herein.
• We will exert reasonable business efforts to execute the Services and fulfill any work product delineated in an applicable SOW, adhering to milestones or schedules specified therein, if any.
• Unless stated otherwise in an SOW, Services are available Monday to Friday (excluding recognized holidays by us) during our standard business hours.
• We will designate a service manager to oversee the administration of the Services.
Your Responsibilities
You are responsible for appointing a designated contact to manage the Services. Any alterations to the designated contact or contact methods must be provided in writing and communicated to our designated Services manager with a minimum notice period of two (2) business days.
To ensure the seamless provision of Services, you agree to diligently and professionally:
• Provide the necessary resources to facilitate the completion of the Services.
• Conduct reviews and promptly respond to requests for approval and information.
• Ensure at least one representative possessing the requisite expertise is available during regular business hours to furnish required information and assistance for the delivery of the Services.
• Furnish us with timely and accurate information and documentation as reasonably needed to perform the Services.
• Allocate a secure area for the execution of any Services at your site.
• Provide all requisite or reasonably beneficial Your Data essential for us to execute the Services and for you to receive them.
• We shall not be held liable for any delays or our inability to perform the Services due to your failure to diligently provide necessary information, resources, access, or materials to us.
Changes, Deliveries, and Acceptance
Should you wish to request alterations to the Services or request Services beyond the scope outlined in a specific SOW, unless otherwise stated in said SOW, you shall draft a written change request. We will assess and respond to any change request, and if accepted, we will inform you in writing of any impact on the cost and delivery of Services due to the proposed change. Upon confirmation from your representative, we will proceed with the change, adhering to the agreed-upon price and terms, and the relevant SOW will be amended accordingly.
We will exert reasonable efforts to deliver all Services as delineated in each SOW. In the event of a delay, we will promptly notify your representative of a new performance date. If the timeline for Services delivery is delayed due to (a) your delay in fulfilling your responsibilities or (b) a change in the scope of Services, then the timeline for Services delivery will be extended accordingly.
You acknowledge and agree that you are responsible for ensuring the accuracy and compliance of all Services performed and deliverables received with all mutually agreed-upon requirements. You will be deemed to have accepted any Services and deliverables upon the earlier of (a) five (5) days from our delivery date or (b) your execution of the provided acceptance documentation (e.g., milestone acceptance documents within the SOW or a receipt acknowledgment for the Services).
AI Products
The integration of AI Products in the Offerings presents significant prospects for innovative and efficient content creation and Test Content generation across various automation software testing areas. However, it also introduces new and unresolved legal and business risks that warrant caution. Among other concerns, companies face the risk of disclosing and relinquishing control over confidential information embedded in Input, generating Output that might infringe upon third-party rights, and developing content for commercialization that may appear proprietary but is not, thereby posing a potential risk of unauthorized use of creations generated through AI Products.
Given the risks associated with AI Products, you have the option to disable or abstain from using AI Products in the Offerings, and their utilization is at your discretion. THEREFORE, YOU ACKNOWLEDGE THAT THE OUTPUT IS GENERATED BY ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING CAPABILITIES, AND WE PROVIDE NO WARRANTY OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE OUTPUT. WE DISCLAIM ANY WARRANTY RELATED TO, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR, ANY USE OF AI PRODUCTS AS PER THESE TERMS, INCLUDING ANY OUTPUT GENERATED BY AI PRODUCTS. Due to the nature of AI Products, (a) our Support Policy does not extend to AI Products, (b) Output may lack uniqueness across Users, and AI Products may generate identical or similar Output for you and other customers, (c) Output does not reflect our perspectives and does not constitute our professional advice or opinion, (d) Output will not be classified as Confidential Information, and (e) you shall not, and will ensure your Users do not, represent that the Output is human-generated. To the extent that you hold any rights, title, or interest in Input and Output, you hereby grant us a global, non-exclusive, perpetual license to access, utilize, copy, execute, store, transmit, modify, and display Input and Output to deliver the Offerings to you and to enhance and support AI Products.