Terms & Conditions

Master Services Agreement — Tildei, Inc.

These Terms and Conditions (the “Terms”) govern the use of the Services and are effective as of the date specified in the applicable Order Form, or if no date is specified, the date Customer first accesses the Services (as defined below) (the “Effective Date”). These Terms are incorporated into and form part of the Master Services Agreement (collectively, the “Agreement”) when referenced by or attached to a mutually executed order form or online registration page (each, an “Order Form”), between Tildei, Inc., a Delaware corporation (“Tildei”) and the customer entering the applicable Order Form (“Customer”).

By agreeing to these Terms, you represent and warrant that you are at least 18 years of age and have not previously been suspended or removed from the Services. If Customer is an entity, organization, or company, the individual accepting these Terms represents and warrants that they have full corporate power and authority to bind Customer to this Agreement.

Services and Support

1.1 Access. Subject to Customer’s compliance with this Agreement, Tildei grants Customer a limited, nonexclusive, nontransferable, and non-sublicensable right to access and use the products and services specified in an applicable Order Form (collectively, “Services”), which may include Tildei’s AI-powered conversational agents, booking automation tools, and related integrations. The Services may only be used for Customer’s internal business purposes during the Term and in accordance with any restrictions set forth in the applicable Order Form.

1.2 Support. Tildei will provide Customer with commercially reasonable technical support, responding to inquiries within a reasonable timeframe consistent with Tildei’s standard support practices and procedures, or as further specified in the applicable Order Form. Customer may contact Tildei for support through the channels provided by Tildei. Tildei may temporarily suspend or limit Customer’s access to the Services for scheduled maintenance, emergency maintenance, or to address security, performance, or compliance issues.

1.3 Documentation. Tildei may make user guides, manuals, instructions, and other technical materials for the Services available from time to time (collectively, the “Documentation”). To the extent Documentation is provided, Customer must use the Services in accordance with the Documentation, as it may be updated from time to time.

1.4 Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the software underlying the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion of the Services; (vi) use the Services to build an application or product that is competitive with any Tildei product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Tildei may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services, whether through use of manual or automated means.

1.5 Beta Features. Optional features designated as “Beta,” “Preview,” “Early Access,” or similar (“Beta Features”) are provided “AS-IS” and “AS-AVAILABLE” without warranties, representations, or service level commitments. Beta Features may be modified or discontinued without notice. Customer uses Beta Features at its sole risk.

1.6 White Label and Branding. Subject to Customer’s compliance with this Agreement, the Services are provided on a white-label basis, and Tildei’s branding will not be displayed to Customer’s end users in the ordinary course of AI-agent interactions. Notwithstanding the foregoing: (i) Tildei reserves the right to include Tildei branding on tracking links, payment URLs, and other functional elements generated by the Services; (ii) Tildei’s AI agents may disclose their nature as AI-powered systems if directly asked by an end user; and (iii) Tildei may require Customer to display attribution or “powered by” branding as specified by Tildei upon reasonable notice. Customer is solely responsible for all representations, promises, and commitments made to end users under Customer’s brand through the Services, including any claims regarding the nature, capabilities, or limitations of the AI-agent interactions. Customer shall not represent that AI-agent interactions are conducted by human personnel unless Customer has independently arranged for human intervention.

Third-Party Integrations

2.1 Booking Platforms. The Services integrate with third-party booking, scheduling, and business management platforms (“Booking Platforms”) via application programming interfaces or other connectivity methods. Customer acknowledges and agrees that: (i) the availability, functionality, and performance of Booking Platform integrations depend on factors outside Tildei’s control, including Booking Platform API availability, rate limits, data formats, and terms of service; (ii) Booking Platforms may modify, restrict, or discontinue API access or third-party integrations at any time without notice to Tildei; (iii) any modification, restriction, suspension, or discontinuation of a Booking Platform integration by the applicable Booking Platform provider shall not constitute a breach of this Agreement by Tildei, and Customer shall not be entitled to any refund, credit, or other remedy on account of such event; and (iv) Tildei does not control and makes no representations or warranties regarding the operation, availability, security, or data handling practices of any Booking Platform.

2.2 Customer Credentials and API Keys. To enable Booking Platform integrations, Customer shall provide Tildei with valid API keys, access tokens, or other credentials required by the applicable Booking Platform (“Customer Keys”). Customer represents and warrants that it: (i) has all necessary rights and authorizations to provide Customer Keys to Tildei and to authorize Tildei’s use of such Customer Keys to perform the Services; (ii) will maintain Customer Keys in good standing, including renewing or rotating keys as required by the applicable Booking Platform; and (iii) will promptly notify Tildei if any Customer Keys are revoked, expire, or are otherwise rendered invalid. Customer is solely responsible for any fees, charges, or costs imposed by Booking Platform providers in connection with API access or use of Customer Keys. Tildei shall have no obligation to provide the Services (or any portion thereof) that depend on a Booking Platform integration if valid Customer Keys for such integration are not maintained, and any resulting service interruption shall not constitute a breach by Tildei.

2.3 Customer Account Access. Customer authorizes Tildei to access Customer’s accounts on Booking Platforms and other third-party services as reasonably necessary to configure, implement, monitor, and maintain the Services (“Authorized Access”). Tildei will use Authorized Access solely for the purposes of providing the Services and will limit such access to the minimum scope necessary. Customer is responsible for: (i) granting Tildei the appropriate access permissions and promptly updating or revoking such permissions as circumstances require; (ii) ensuring that granting Tildei access does not violate Customer’s agreements with the applicable third-party service provider; and (iii) notifying Tildei promptly of any changes to account configurations, credentials, or access rights that may affect Tildei’s ability to perform the Services. Tildei shall not be liable for any actions taken within the scope of Authorized Access, except to the extent caused by Tildei’s gross negligence or willful misconduct.

Customer Responsibilities

3.1 Cooperation. Customer agrees to reasonably cooperate with Tildei by providing timely access to necessary resources, information, and personnel required for the successful implementation, integration, and ongoing use of the Services. Tildei shall not be responsible for any delay caused by Customer’s failure to perform the foregoing.

3.2 Data Security and Access. Customer is solely responsible for its organization maintaining secure credentials and proper access permissions for the Services. Tildei disclaims liability for any data loss, corruption, or unauthorized access resulting from Customer’s configuration or credential management.

3.3 Compliance with Laws. Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including, without limitation, obtaining all necessary consents from any individual whose personal information or data is collected, processed, or otherwise used by Customer through the Services.

3.4 Communications Compliance. The Services may send or facilitate the sending of text messages (SMS/MMS), emails, chat messages, or other electronic communications to Customer’s end users on Customer’s behalf (collectively, “Communications”). Customer is solely responsible for: (i) ensuring that all Communications comply with all applicable federal, state, and local laws and regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and any state equivalents or analogous international regulations (collectively, “Communications Laws”); (ii) obtaining and maintaining all required consents, opt-ins, and authorizations from recipients prior to the transmission of any Communications, including express written consent where required for marketing or promotional messages; (iii) honoring all opt-out, unsubscribe, and stop requests in accordance with applicable Communications Laws; (iv) correctly classifying Communications as transactional or marketing under applicable law; and (v) maintaining records of consent sufficient to demonstrate compliance. Tildei provides the technology platform for Communications but does not determine the content, timing, audience, or classification of Communications, and makes no representations regarding the compliance of any particular Communication or campaign.

3.5 Acceptable Use Policy. Customer is solely responsible for ensuring that its use of the Services complies with applicable laws and regulations and does not infringe upon the intellectual property or privacy rights of any third party. Additionally, Customer’s use of the Services must at all times comply with Tildei’s Acceptable Use Policy accessible via https://www.tildei.com/aup (the “Use Policy”), which is incorporated by reference. Tildei reserves the right to remove or disable access to content that violates this Use Policy or interferes with legal compliance.

Fees and Payment Terms

4.1 Fees; Payment. Customer shall pay Tildei the applicable fees as set forth in each Order Form (the “Fees”). Unless otherwise specified in the applicable Order Form, payments will be due within thirty (30) days of invoice. Except as otherwise provided in this Agreement, all Fees paid are non-refundable and are not subject to set-off.

4.2 Fee Updates. Tildei may increase the Fees for any Renewal Term by providing Customer notice (email acceptable) at least sixty (60) days prior to the end of the then-current Order Term.

4.3 Past Due Invoices. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall also reimburse Tildei for all reasonable costs incurred by Tildei in the collection of past due amounts, including attorneys’ fees and collection agency fees.

4.4 Taxes. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Tildei’s net income). Should Tildei pay any such taxes on behalf of Customer, Customer agrees to reimburse Tildei for such payments, unless Customer provides Tildei with a valid tax exemption certificate authorized by the appropriate taxing authority.

Data and Intellectual Property

5.1 Customer Data. As between the parties, Customer retains all ownership rights, title, and interest in and to all data, content, and information that Customer submits to or processes through the Services (“Customer Data”). Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide Customer Data to Tildei for processing through the Services.

5.2 Use of Customer Data. Tildei will use Customer Data solely to provide the Services, comply with applicable law, enforce the terms of this Agreement, and prevent abuse.

5.3 End-User Data. In the course of providing the Services, Tildei may collect, receive, or process personal data from Customer’s end users, including names, contact information, appointment details, and conversational data exchanged with Tildei’s AI agents (collectively, “End-User Data”). End-User Data constitutes Customer Data. As between the parties, Customer is the controller (or equivalent designation under applicable privacy law) of End-User Data and is solely responsible for: (i) providing all required privacy notices to end users regarding the collection and processing of their data through the Services; (ii) obtaining any consents required under applicable privacy law for the collection, use, and processing of End-User Data; and (iii) responding to end-user rights requests (including access, deletion, and correction requests) related to End-User Data. Tildei will process End-User Data as Customer’s service provider solely to provide the Services and in accordance with the Data Processing Agreement referenced in this Agreement.

5.4 Personal Data. To the extent Customer provides personal data (as defined by applicable privacy law) through the Services, Tildei will process such personal data in accordance with its then-current form of Data Processing Agreement, which is available upon request and incorporated by reference.

5.5 Tildei Platform. As between the parties, Tildei retains all rights, title, and interest (including all intellectual property rights) in and to the Services, the underlying software, and all upgrades and modifications to the Services. Customer may (but is not obligated to) provide feedback regarding the Services, and Tildei may freely use such feedback. No rights or licenses are granted by implication or otherwise, except those explicitly provided in this Agreement.

Confidentiality

6.1 Proprietary Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (“Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information; (ii) to give access to such Proprietary Information solely to those employees and contractors with a need to have access for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information.

6.2 Exclusions. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

6.3 Deletion. Promptly after the expiration or termination of this Agreement, the Receiving Party shall delete all Proprietary Information of the Disclosing Party, subject to all applicable laws, regulations, and governmental or legally mandated record-keeping requirements.

Term and Termination

7.1 Term. This Agreement starts on the effective date of the first Order Form and continues until the last active Order Term expires or terminates (the “Term”), unless terminated earlier as set forth in this Agreement. Each Order Form has an initial period stated in that form (the “Initial Term”) and automatically renews for successive twelve (12) month periods (“Renewal Terms,” together with the Initial Term, the “Order Term”), unless either party gives notice of non-renewal at least thirty (30) days before the expiration of the then-current Order Term.

7.2 Termination for Breach. Either party may terminate this Agreement for the other party’s material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Tildei may suspend Customer’s access to the Services if Customer’s account is past due.

7.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes insolvent or admits inability to pay its debts; (ii) makes an assignment for the benefit of creditors; (iii) becomes subject to any bankruptcy, reorganization, liquidation, or insolvency proceeding; or (iv) has a receiver, trustee, or similar officer appointed for its business or assets.

7.4 Survival. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

8.1 Indemnity. Each party (the “Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) in the case of Tildei as Indemnitor, the underlying software of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right; (ii) in the case of Customer as Indemnitor, (a) Customer’s use of the Services, (b) infringement or misappropriation of any third-party right by Customer Data, (c) any Communications sent through or initiated by the Services on behalf of Customer, including any claim arising from Customer’s failure to obtain required consents or comply with applicable Communications Laws, or (d) Customer’s violation of applicable privacy laws with respect to End-User Data.

8.2 Exclusions. The foregoing obligations of Tildei do not apply with respect to any Losses arising from the Services or its underlying software or any information, technology, materials or data (or any portions or components of the foregoing) to the extent: (i) not created by Tildei (including Customer Data); (ii) made in whole or in part in accordance with Customer specifications; (iii) modified after delivery by Tildei; (iv) combined with other products, processes or materials not provided by Tildei; (v) where Customer continues allegedly infringing activity after being notified of the infringement; (vi) Customer’s use of the Services is not in accordance with this Agreement; or (vii) arising from or related to any Booking Platform or other third-party service integrated with the Services at Customer’s direction.

8.3 Procedures. Each Indemnitor’s indemnification obligations under this Agreement shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

Warranties and Disclaimers

9.1 Warranties. Tildei represents and warrants: (i) it has the authority to enter into this Agreement; (ii) the Services shall be provided in a professional and workmanlike manner by qualified personnel; and (iii) it will use commercially reasonable industry standard methods designed to ensure the Services do not include any computer code or other instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component of such systems.

9.2 AI Accuracy. Customer acknowledges that the Services utilize artificial intelligence and automated systems to conduct conversations, process bookings, and respond to end-user inquiries on Customer’s behalf. AI-generated responses are inherently probabilistic and may contain errors, inaccuracies, or incomplete information, including with respect to pricing, availability, appointment details, and other business information. Tildei makes no warranties regarding the accuracy, completeness, or reliability of any AI-generated response, recommendation, or action. Customer is responsible for: (i) monitoring the Services’ interactions with end users, particularly during onboarding and initial deployment; (ii) promptly notifying Tildei of recurring errors or material inaccuracies; and (iii) maintaining the ability to intervene in or override AI-generated responses where necessary. Customer assumes sole responsibility for any decisions, bookings, or commitments made by or through the Services on Customer’s behalf.

9.3 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Limitation of Liability

10.1 EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (II) ANY LIABILITY IN THE AGGREGATE IN EXCESS OF THE FEES PAID (OR PAYABLE) BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM.

Notices

11.1 All notices under this Agreement will be in writing and sent: (a) for notices to Tildei at 157 W. 18th St., 5th Fl., New York City, NY 10011; and (b) for notices to Customer, to the address or email address set forth in the applicable Order Form, or in each case, at such other address as may be given in writing by either party to the other in accordance with this Section. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.

Miscellaneous

12.1 Publicity. Customer agrees that Tildei may use and display Customer’s name and logo on Tildei’s website and promotional materials to identify Customer as a user of the Services, subject to Customer’s trademark guidelines.

12.2 Export Controls. Each party shall comply with all applicable export control and trade sanctions laws and regulations in connection with its performance under this Agreement. Customer represents that it will not use the Services in violation of any applicable export restriction or embargo.

12.3 Governing Law; Arbitration. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. Any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in New York City, New York under the rules of AAA. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement. Notwithstanding the foregoing, each party shall have the right at any time to institute an action in any court of proper jurisdiction for injunctive or other equitable relief. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

12.4 Entire Agreement. This Agreement (including the Terms and all Order Forms) constitutes the entire agreement between Customer and Tildei regarding its subject matter and supersedes all prior or contemporaneous agreements or communications, whether oral, written, or electronic. In the event of a conflict between an Order Form and the Terms, the conflicting provisions of the Terms shall prevail.

12.5 Amendment; Waiver. Except as otherwise provided in this Agreement, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

12.6 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control. Such circumstances include fire, flood, severe weather, earthquakes, power failures, denial-of-service attacks, acts of God, war, terrorism, riots, civil disturbances, strikes, labor disruptions, pandemics, epidemics, governmental actions, or disruptions of third-party services or infrastructure.

12.7 Severability. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.

12.8 Assignment. Customer may not assign any of its rights or obligations under this Agreement without Tildei’s consent. Tildei may freely transfer or assign this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective permitted successors and assigns.

12.9 No Agency. Nothing in this Agreement shall be construed as creating a joint venture, partnership, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on its behalf.

12.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.