Terms of Service

1. Acceptance of Terms

By creating an Account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (collectively, the "Agreement"). If you do not agree to these Terms, you must not access or use the Service.

These Terms constitute a legally binding agreement between you and Tern Platforms, LLC. Your continued use of the Service following any changes to these Terms constitutes acceptance of those changes. We reserve the right to modify these Terms at any time, and such modifications will be effective upon posting to the Service or notification to you.

You represent and warrant that you have the legal capacity to enter into this Agreement. If you are accessing or using the Service on behalf of a business or entity, you represent and warrant that you have the authority to bind that business or entity to these Terms, and your acceptance of these Terms will be treated as acceptance by that business or entity.

2. Eligibility and Account Registration

2.1 Age Requirements

The Service is intended for users who are at least 13 years of age in the United States, or the applicable age of digital consent in your jurisdiction (typically 13-16 years old). By using the Service, you represent and warrant that you meet these age requirements. If we learn that we have collected personal information from a user under the applicable age requirement without parental consent, we will deactivate that Account and take reasonable measures to promptly delete such information.

2.2 Account Creation

To access certain features of the Service, you must create an Account. When creating an Account, you agree to provide accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your Account credentials (including your password) and for all activities that occur under your Account. You agree to immediately notify Tern of any unauthorized use of your Account or any other breach of security.

You may not create an Account using false or misleading information, impersonate any person or entity, or create multiple accounts for the purpose of violating these Terms or our Community Guidelines. Each user is limited to one active Account unless expressly authorized by Tern.

2.3 Account Security

You are responsible for safeguarding your Account credentials and for any activity conducted through your Account, whether or not you authorized such activity. Tern will not be liable for any loss or damage arising from your failure to maintain the security of your Account. You agree to use a strong, unique password for your Account and to enable two-factor authentication if available. You must not share your Account credentials with any third party or allow any third party to access your Account.

3. License and Restrictions

3.1 Limited License

Subject to your compliance with these Terms, Tern grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes. This license does not include any right to (a) resell or commercial use of the Service or Content; (b) copy, reproduce, distribute, or publicly display any Content except as permitted by the Service's features; (c) modify or create derivative works based on the Service or Content; or (d) use any data mining, robots, or similar data gathering or extraction methods.

3.2 Prohibited Activities

You agree not to engage in any of the following prohibited activities (collectively, "Prohibited Activities"):

• Violating any applicable laws, regulations, or third-party rights
• Uploading, transmitting, or distributing any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Impersonating any person or entity, or falsely stating or misrepresenting your affiliation with any person or entity
• Interfering with or disrupting the Service, servers, or networks connected to the Service
• Attempting to gain unauthorized access to any portion of the Service, other Accounts, or any systems or networks connected to the Service
• Using the Service to transmit any viruses, malware, or other malicious code
• Collecting or harvesting any information about other users without their consent
• Using automated systems (including bots, scrapers, or spiders) to access the Service without our prior written permission
• Reverse engineering, decompiling, or disassembling any aspect of the Service
• Violating our Community Guidelines or any other policies or guidelines we may establish

4. User Content

4.1 Your Content

You retain all ownership rights in your User Content. By submitting, posting, or transmitting User Content through the Service, you grant Tern a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with providing and operating the Service. This license exists only for the purpose of operating, promoting, and improving the Service and developing new services.

4.2 Content Responsibility

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that (a) you own or have the necessary rights to use and authorize the use of your User Content as described herein; (b) your User Content does not and will not infringe, violate, or misappropriate any third-party rights (including Intellectual Property rights and privacy rights); and (c) your User Content complies with these Terms and all applicable laws.

4.3 Content Monitoring and Removal

While Tern has no obligation to monitor User Content, we reserve the right (but not the obligation) to review, monitor, or remove any User Content at our sole discretion, including Content that violates these Terms, our Community Guidelines, or applicable law. We may take these actions without prior notice to you. The removal of Content does not imply any admission of liability or wrongdoing by Tern.

4.4 Backup and Storage

While we implement reasonable measures to ensure the reliability of the Service, you are responsible for maintaining your own backup copies of your User Content. Tern will not be liable for any loss, corruption, or deletion of User Content. Messages are temporarily stored on our servers only for delivery purposes and are deleted after successful delivery, as described in our Privacy Policy.

5. Intellectual Property Rights

5.1 Tern's Intellectual Property

The Service and all materials therein or transferred thereby (including software, images, text, graphics, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, collectively the "Tern Content"), and all Intellectual Property rights related thereto, are the exclusive property of Tern and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Tern Content.

5.2 Trademarks

Tern's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Tern or its affiliates or licensors (collectively, "Tern Marks"). You must not use Tern Marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

5.3 Feedback

If you provide Tern with any feedback, suggestions, or ideas regarding the Service (collectively, "Feedback"), you grant Tern an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, create derivative works from, and otherwise exploit such Feedback for any purpose, without compensation or attribution to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights).

5.4 Copyright Infringement

Tern respects the Intellectual Property rights of others and expects users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the information specified in the Digital Millennium Copyright Act ("DMCA"). Our designated agent for notice of copyright infringement can be reached at: [email protected].

6. Service Availability and Modifications

6.1 Service Availability

We strive to provide continuous availability of the Service but do not guarantee that the Service will be available at all times or will function without interruptions, delays, or errors. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control (including network or equipment failures, natural disasters, or other force majeure events).

6.2 Service Modifications

Tern reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We may add, change, or remove features or functionality of the Service. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

6.3 Beta Features

From time to time, we may offer access to features or services that are designated as beta, preview, early access, or by similar designation (collectively, "Beta Features"). Beta Features are provided for evaluation and feedback purposes and may not be as reliable as other features of the Service. Beta Features are provided "as is" and may be subject to additional terms. We may discontinue Beta Features at any time without notice.

7. Payment and Fees

The Service is currently provided free of charge. However, Tern reserves the right to charge fees for access to certain features or services in the future. If we introduce paid features, we will provide advance notice and you will have the opportunity to accept or decline such fees. Continued use of paid features after the implementation of fees constitutes acceptance of those fees.

Any fees, if introduced, will be billed in accordance with the payment terms disclosed to you at the time of purchase. All fees are non-refundable except as required by law or as expressly stated otherwise. You are responsible for any applicable taxes associated with your use of paid features.

8. Term and Termination

8.1 Term

These Terms commence on the date you first access or use the Service and continue until terminated in accordance with these Terms.

8.2 Termination by You

You may terminate your Account at any time by following the account deletion process within the Service settings. Upon termination, your right to access and use the Service will immediately cease. Account termination is permanent, and you will not be able to recover your Account or any associated data.

8.3 Termination by Tern

Tern reserves the right to suspend or terminate your Account and your access to the Service at any time, for any reason or no reason, with or without notice. Reasons for termination may include (but are not limited to) violation of these Terms, violation of our Community Guidelines, engaging in fraudulent or illegal activities, or conduct that we determine to be harmful to other users, our business, or third parties.

8.4 Effect of Termination

Upon termination of your Account, all licenses and rights granted to you under these Terms will immediately cease. Tern may delete your Account and all associated User Content in accordance with our data retention policies. Provisions of these Terms that by their nature should survive termination will survive, including (but not limited to) ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

9. Disclaimers and Limitations of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TERN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Tern does not warrant or make any representations regarding the use or the results of the use of the Service in terms of its correctness, accuracy, reliability, or otherwise. You assume all responsibility and risk for your use of the Service. No advice or information (whether oral or written) obtained by you from Tern or through the Service shall create any warranty not expressly stated in these Terms.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TERN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE) ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF TERN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TERN'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO TERN IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, Tern's liability will be limited to the greatest extent permitted by law.

9.3 Third-Party Services

The Service may contain links to third-party websites, applications, or services (collectively, "Third-Party Services"). Tern does not control or endorse any Third-Party Services and is not responsible for their content, privacy policies, or practices. You acknowledge and agree that Tern shall not be liable for any damage or loss caused by your use of any Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of such Third-Party Services.

10. Indemnification

You agree to defend, indemnify, and hold harmless Tern, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to: (a) your use of or inability to use the Service; (b) your User Content; (c) your violation of these Terms or any applicable law or regulation; (d) your violation of any third-party rights (including Intellectual Property rights or privacy rights); or (e) any claim that your User Content caused damage to a third party.

Tern reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Tern in asserting any available defenses. You agree not to settle any such matter without the prior written consent of Tern. This indemnification obligation will survive the termination of these Terms and your use of the Service.

11. Dispute Resolution and Arbitration

11.1 Informal Resolution

Before filing a claim against Tern, you agree to try to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days of submission, you or Tern may bring a formal proceeding.

11.2 Binding Arbitration

You and Tern agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Service (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other Intellectual Property rights.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitrator will have exclusive authority to resolve all Disputes, including the arbitrability of any Dispute. Judgment on the arbitration award may be entered in any court having jurisdiction.

11.3 Class Action Waiver

YOU AND TERN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Tern agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

11.4 Exception for Small Claims

Notwithstanding the foregoing, either you or Tern may bring an individual action in small claims court.

12. Governing Law and Jurisdiction

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted under these Terms, you and Tern agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Delaware.

If you are a consumer residing in the European Union, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

13. Export Controls

The Service may be subject to export control and economic sanctions laws and regulations of the United States and other jurisdictions (collectively, "Export Controls"). You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services. You agree to comply with all Export Controls and not to export, re-export, or transfer the Service or any technical data derived from the Service in violation of such laws and regulations.

14. Changes to Terms

Tern reserves the right to modify these Terms at any time. If we make material changes to these Terms, we will provide notice through the Service, via email, or by other appropriate means at least 30 days before the changes take effect, except where immediate changes are necessary to address legal, safety, or security concerns. Material changes include modifications to dispute resolution procedures, liability limitations, or changes that significantly affect your rights or obligations under these Terms.

Your continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Service and may delete your Account. We maintain an archive of previous versions of these Terms, which can be requested by contacting [email protected].

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and Community Guidelines (which are incorporated herein by reference), constitute the entire agreement between you and Tern regarding the Service and supersede all prior agreements, understandings, and communications (whether written or oral) between you and Tern.

15.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Tern's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. Tern may assign these Terms or any rights hereunder without your consent. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

15.5 Force Majeure

Tern shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control (including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials, collectively "Force Majeure Events"). In the event of a Force Majeure Event, Tern's performance obligations shall be suspended for the duration of the event.

15.6 Notices

Tern may provide notices to you via email, regular mail, or postings on the Service. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. You may provide notice to Tern at the address specified in the Contact section below. Such notice shall be deemed given when received by Tern by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the address provided.

15.7 Relationship of the Parties

The relationship between you and Tern is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between you and Tern.

15.8 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to these Terms.