Tokenize Terms of Use

These Terms of Use ("Terms") are a binding agreement between you and Palindrome Labs, Inc. dba Tokenize ("Tokenize," "we," "us," or "our"), governing your access to and use of tokenizehq.com, its public subdomains, and public content and documentation (the "Site"), and any hosted platform, application, evaluation, or related service that we make available to you without a separately executed agreement (the "Services").

If you or your organization executes a Master Services Agreement, Order Form, evaluation agreement, or other written service agreement with Tokenize (a "Customer Agreement"), that Customer Agreement governs the covered Services and controls over these Terms. These Terms continue to govern your use of the public Site.

By clicking to accept these Terms, creating an account, or accessing or using the Site or Services, you agree to these Terms. If you use the Site or Services for an organization, you represent that you have authority to bind that organization, and "you" and "Customer" refer to that organization.

1. Eligibility

You must be at least 18 years old and able to form a binding contract. The Site and Services are intended for business use and not for personal, family, or household purposes.

2. Accounts and Access

2.1 Accounts. You will provide accurate account information and keep it current. You are responsible for activity under your account and for each person you authorize to use the Services (an "Authorized User").

2.2 Account security. You and your Authorized Users will protect credentials, use reasonable security measures, and notify Tokenize promptly at security@tokenizehq.com of suspected unauthorized access. You will not share an individual account or allow an account to be used by anyone other than its assigned Authorized User.

2.3 Right to use the Services. Subject to these Terms, Tokenize grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to permit its Authorized Users to access and use the Services for Customer's internal business purposes and in accordance with the documentation and applicable usage limits.

2.4 Changes. Tokenize may update the Site and Services. We will not materially reduce the core functionality of a paid Service during a current paid term without providing reasonable notice, except where a change is needed to address security, legal, provider, or service-integrity concerns.

2.5 Support and service levels. Self-service access does not include a service-level commitment or specific support response time unless Tokenize states one in a written service plan. Any applicable support or service-level commitment will be identified in the plan or Customer Agreement.

3. Acceptable Use

You will not, and will not permit another person to:

• use the Site or Services in violation of law or a third-party right;
• submit malware, harmful code, or content designed to disrupt or compromise a system;
• bypass or disable a security, rate-limiting, usage, or access-control feature;
• probe, scan, or test a vulnerability without Tokenize's prior written authorization;
• reverse engineer, decompile, or attempt to derive source code or non-public underlying components, except where law prohibits this restriction;
• use scraping, crawlers, bots, or automated means except through a documented interface and within stated limits;
• resell, sublicense, or provide the Services to a third party except as Tokenize authorizes in writing;
• use the Site or Services to build a competing product or benchmark Tokenize for a competitor;
• impersonate another person, misrepresent an affiliation, or interfere with another customer's use;
• submit content that infringes, misappropriates, or violates a third-party right; or
• use the Services for a high-risk activity where a failure or inaccurate Output could reasonably cause death, physical injury, or substantial property or environmental damage.

Tokenize may publish an acceptable-use policy that provides more detail. If that policy conflicts with these Terms, these Terms control.

4. Customer Responsibilities

4.1 Customer is responsible for its Authorized Users, its systems and networks, its configuration of the Services, and its decisions based on the Services.

4.2 Customer will obtain the rights, notices, lawful bases, and consents needed for Tokenize to process Customer Data under these Terms and the Data Processing and Security Addendum (the "DPA").

4.3 Customer will not intentionally submit sensitive data, protected health information, payment-card data, biometric identifiers used for identification, government identification numbers, or financial-account credentials except through a Tokenize-authorized payment flow or where Tokenize has otherwise authorized that processing in writing.

5. Customer Data, Outputs, and Aggregated Data

5.1 Customer Data. "Customer Data" means data, content, telemetry, prompts, responses, files, configurations, and other information that Customer or an Authorized User submits to or makes available through the Services. Customer Data does not include business contact information; account and organization administration records; subscription, billing, payment, and tax records; or fraud-prevention, security, and legal-compliance information that Tokenize processes as a controller for its own customer-relationship and business-administration purposes under the Privacy Policy ("Operational Data"). Operational Data excludes prompts, responses, transcripts, telemetry, source code, files, tool content, and other information that Tokenize processes on Customer's behalf. As between the parties, Customer retains its rights in Customer Data.

5.2 Processing permission. Customer instructs Tokenize to host, copy, transmit, analyze, display, and otherwise process Customer Data as needed to provide, secure, maintain, support, and improve the Services; apply Customer's configurations; prevent fraud and abuse; comply with law; and perform these Terms. The DPA governs processing of Personal Data contained in Customer Data. Tokenize will not use Customer Data to train or fine-tune a general-purpose machine-learning or artificial-intelligence model or a model used for the benefit of another customer. Tokenize may use Customer Data to generate Customer-specific embeddings, classifications, clusters, summaries, and other Outputs as necessary to provide the Services.

5.3 Outputs. Recommendations, classifications, reports, alerts, and other results generated for Customer through the Services are "Outputs." As between the parties and subject to third-party rights, Customer owns Outputs generated for Customer from Customer Data. Tokenize assigns to Customer any right that Tokenize may have in those Outputs. Customer receives no ownership interest in the Services, documentation, Tokenize technology, or third-party models that an Output may reflect. Outputs may not be unique, and the Services may independently generate the same or similar Output for another customer. This does not permit Tokenize to disclose Customer Data or Customer's Confidential Information.

Automated and statistical methods may produce incomplete or inaccurate Outputs. Customer will review Outputs before acting on them and will not use an Output as the sole basis for a material financial, employment, legal, or operational decision without independent review. Customer will not represent that an Output is human-generated when doing so would be misleading or unlawful.

5.4 Aggregated Data. Tokenize may create and use data derived from Customer's use of the Services only after aggregating or de-identifying it so that it does not identify and cannot reasonably be used to identify Customer, an Authorized User, or an individual ("Aggregated Data"). Tokenize may use Aggregated Data to operate, secure, analyze, improve, and benchmark the Services, conduct capacity planning, and develop statistics and industry insights. Tokenize will not attempt to re-identify Aggregated Data or disclose it in a form that identifies Customer, an Authorized User, or an individual. Tokenize will not use Aggregated Data to train a general-purpose generative model to reproduce Customer content.

5.5 Feedback. If you give Tokenize feedback or suggestions, you grant Tokenize a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation.

6. Confidentiality

6.1 Confidential Information. "Confidential Information" means non-public information that one party discloses to the other and that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Customer Data and non-public Outputs are Customer's Confidential Information. Non-public aspects of the Services and documentation, security reports, non-public pricing, and product plans are Tokenize's Confidential Information.

6.2 Protection and use. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these Terms. It will protect Confidential Information with at least reasonable care and disclose it only to personnel, contractors, professional advisers, and affiliates who need it for those purposes and are subject to confidentiality obligations.

6.3 Exclusions. Confidential Information does not include information that the receiving party can show: (a) became public without breach of these Terms; (b) it knew without restriction before disclosure; (c) it developed independently without using the disclosing party's Confidential Information; or (d) it received lawfully from a third party without confidentiality restriction.

6.4 Required disclosure. The receiving party may disclose Confidential Information when law requires it. If law permits, the receiving party will provide advance notice and reasonable assistance, at the disclosing party's expense, if the disclosing party seeks a protective order.

6.5 Aggregated Data. Tokenize's creation and use of Aggregated Data in accordance with Section 5.4 does not violate this Section 6.

7. Third-Party Services and Models

7.1 The Services may interoperate with third-party services that Customer chooses to enable. Customer authorizes Tokenize to exchange Customer Data with that service as directed by Customer. The third party's terms govern Customer's use of a customer-directed service, and Tokenize is not responsible for the third party's acts or omissions.

7.2 The Services may use third-party model, inference, search, or related providers identified in the documentation or Trust Center. Provider terms do not expand Tokenize's rights to Customer Data or reduce Tokenize's obligations under these Terms or the DPA. Tokenize remains responsible for a provider it appoints as a Subprocessor as stated in the DPA.

8. Privacy and Cookies

Our Privacy Policy describes Personal Information that Tokenize processes for its own business purposes. Our Cookie Policy describes cookies and similar technologies. Those policies are notices and do not form part of these Terms.

The DPA is incorporated into these Terms and governs Tokenize's processing of Personal Data contained in Customer Data on Customer's behalf. If the DPA conflicts with these Terms concerning Personal Data processing or Customer Data security, the DPA controls.

9. Fees and Evaluations

9.1 Free and evaluation Services. Tokenize may offer free Services and trial, beta, pilot, proof-of-concept, or evaluation Services ("Evaluation Services"). Tokenize may modify or end unpaid access at any time. Free Services and Evaluation Services are provided without service levels or support commitments and may not be suitable for production use.

9.2 Paid plans and payment authorization. If Customer selects a paid self-service plan, the billing period, recurring fees, included usage, applicable usage rates, and taxes will be presented at purchase. Customer will pay those amounts and authorizes Tokenize and its payment processor, currently Stripe, to charge Customer's payment method for recurring fees, disclosed usage charges, and applicable taxes. Customer submits payment details directly to Stripe. Stripe's Privacy Policy applies to information that Stripe collects directly.

9.3 Renewal and cancellation. A paid self-service plan automatically renews for the billing period disclosed at purchase unless Customer cancels before the renewal date through the account interface or another cancellation method presented at purchase. Cancellation takes effect at the end of the current paid billing period, and Customer may continue using the paid Service until then. Fees are non-refundable and non-creditable except as these Terms, the applicable service plan, or law requires.

9.4 Usage charges. Customer is responsible for usage through its accounts. Tokenize will not charge an overage or other usage fee unless the applicable metric and rate were disclosed at purchase or Customer later affirmatively accepted them. Tokenize will provide notice before applying a new or increased usage rate to a renewal period. If Customer exceeds an applicable usage limit, Tokenize may offer additional capacity or limit the affected feature after reasonable notice, except where immediate action is needed to address security, legal, provider, or service-integrity concerns.

9.5 Failed payments and price changes. Tokenize may retry a failed charge and, after reasonable notice, suspend paid features while an undisputed amount remains overdue. Customer remains responsible for accrued charges. Tokenize will provide notice before a renewal price increase takes effect.

9.6 Converting trials. If a trial will automatically convert to a paid plan, Tokenize will disclose the trial period, conversion date, price, billing period, and cancellation terms before Customer enrolls.

10. Tokenize Technology and Site Content

Tokenize and its licensors own the Site, Services, documentation, software, designs, text, graphics, names, logos, and related technology. Except for the limited rights expressly granted in these Terms, Tokenize reserves all rights. You may download or print public documentation for internal business evaluation if you retain all copyright and proprietary notices.

11. Suspension and Termination

11.1 Tokenize may suspend access if Customer violates these Terms, payment is overdue, or suspension is reasonably needed to prevent harm, a security risk, a legal violation, or material disruption. Where practicable, Tokenize will provide notice and a reasonable opportunity to cure before suspension.

11.2 Customer may stop using an unpaid Service at any time and may cancel a paid self-service plan as described in Section 9.3. Either party may terminate these Terms for material breach if the breach is not cured within 30 days after written notice, or immediately if the breach cannot reasonably be cured.

11.3 After termination, Customer's right to use the Services ends. Customer remains responsible for fees accrued through termination. During the post-termination export period stated in the DPA or applicable service plan, Customer may export remaining Customer Data. The DPA governs the timing and process for retention, export, and deletion. Sections 3 through 8 and 10 through 15 survive to the extent their nature requires.

12. Warranties and Disclaimers

12.1 Paid-service warranty. During a paid self-service subscription, Tokenize warrants that the paid Services will perform in material conformity with the applicable documentation. Customer must notify Tokenize of a breach with enough detail for Tokenize to reproduce it. Tokenize will use reasonable efforts to correct the nonconformity. If Tokenize cannot correct it within a reasonable period, Customer may terminate the affected paid Service and receive a refund of prepaid fees for the unused terminated period. This Section states Customer's exclusive remedy for breach of this warranty.

12.2 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 12.1 OR AN EXPRESS COMMITMENT IN A PAID SERVICE PLAN, AND TO THE MAXIMUM EXTENT LAW PERMITS, TOKENIZE PROVIDES THE SITE, FREE SERVICES, EVALUATION SERVICES, PAID SERVICES, AND OUTPUTS "AS IS" AND "AS AVAILABLE." TOKENIZE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TOKENIZE DOES NOT WARRANT THAT THE SITE, SERVICES, OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, OR ACCURATE. THESE DISCLAIMERS DO NOT APPLY TO A WARRANTY THAT LAW DOES NOT PERMIT TOKENIZE TO DISCLAIM.

13. Customer Indemnification

Customer will defend Tokenize and its officers, directors, and employees against a third-party claim and indemnify them for damages, judgments, settlements, and reasonable external legal fees to the extent arising from: (a) Customer Data that infringes or violates a third-party right; (b) Customer's or an Authorized User's material violation of Section 3; or (c) a Customer-directed service, configuration, or instruction. Customer has no obligation to the extent the claim results from Tokenize's breach of these Terms.

Tokenize will provide prompt notice and reasonable cooperation. Customer may control the defense and settlement, but may not admit fault for Tokenize, require Tokenize to pay an amount not covered by this Section, or impose a non-monetary obligation on Tokenize without Tokenize's written consent.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT LAW PERMITS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF THE PARTY KNEW THOSE DAMAGES WERE POSSIBLE.

14.2 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S OBLIGATIONS UNDER SECTION 13, OR LIABILITY THAT LAW DOES NOT PERMIT A PARTY TO LIMIT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) USD $100; OR (B) FEES CUSTOMER PAID OR PAYABLE FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

15. General

15.1 Governing law and venue. California law governs these Terms without regard to conflict-of-law rules. You and Tokenize consent to exclusive jurisdiction in the state and federal courts located in San Francisco County, California, and waive objections to venue.

15.2 Changes to these Terms. Tokenize may update these Terms. We will post material changes with a new "Last updated" date and provide additional notice where law requires it. A material change to paid Services will take effect at the next renewal unless the change is required sooner for legal or security reasons. Continued use after the effective date constitutes acceptance.

15.3 Assignment. You may not assign these Terms without Tokenize's prior written consent. Tokenize may assign them in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets relating to the Site or Services.

15.4 Severability and waiver. If a court finds a provision unenforceable, it will modify that provision to the minimum extent needed and enforce the remaining provisions. A failure to enforce a provision is not a waiver.

15.5 Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations.

15.6 Entire agreement and order of precedence. These Terms, the DPA, and any applicable service plan or purchase terms presented at purchase are the entire agreement concerning self-service access to the Services. A Customer Agreement supersedes these Terms for the Services it covers. The DPA controls for Personal Data processing and Customer Data security. The applicable service plan or purchase terms control for the selected Services, billing period, fees, included usage, usage rates and limits, and stated support commitments. These Terms control in all other conflicts.

15.7 No third-party beneficiaries. These Terms create no third-party beneficiary rights.

15.8 Notices. Legal notices to Tokenize must be sent to legal@tokenizehq.com and to the address below. Tokenize may send notices to the account email address Customer provides.

16. Contact

Palindrome Labs, Inc. dba Tokenize
128 King St, Floor 3
San Francisco, CA 94107, United States
legal@tokenizehq.com