Terms of Use

We are Tanagram, Inc. ("Company," "we," "us," "our"), a company registered in Delaware, United States at 838 Walker Rd Suite 21-2, Dover, DE 19904.

By accessing or using Lore, you agree to be bound by these Terms of Use, except if superseded by another service agreement. If you do not agree to these terms, or if you do not have the legal power and authority to agree to these terms, please do not use the Services.

If you are accessing or using Lore on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using Lore, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Framework Terms. This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and theCommon Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service. Lore — a shared library for coding agent sessions that lets engineering teams capture, search, share, and learn from how their teammates work with AI coding agents.

Order Date. The Effective Date.

Subscription Period. 1 month.

Certain parts of the Product have different pricing plans, which are available on our pricing page. Customer will pay Provider the applicable Fees based on the Product tier and Customer's usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Process — Automatic Payment. Customer authorizes Provider to bill and charge Customer's payment method on file monthly for immediate payment or deduction without further approval.

Non-Renewal Notice Period. At least 30 days before the end of the current Subscription Period.

Use Limitations. As specified on the pricing page.

Key Terms

Customer. The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider. Tanagram, Inc.

Effective Date. The date Customer first accepts this Agreement.

Governing Law. The laws of the State of Delaware.

Chosen Courts. The state or federal courts located in Delaware.

Provider Covered Claims. Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights.

Customer Covered Claims. Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount. The fees paid or payable by Customer to Provider in the 12-month period immediately before the claim.

Notice Address. For Provider: [email protected]. For Customer: the main email address on Customer's account.

Service

Access and Use

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.

Support

During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

User Accounts

Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

Feedback and Usage Data

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS." Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

Machine Learning

Provider does not use Customer Content or Usage Data to train foundation AI models. Provider does use third-party AI services to generate per-thread artifacts (such as titles, summaries, and cover images) on Customer's behalf as part of providing the Product; those services process Customer Content under contracts that prohibit using it for training their models. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

Restrictions & Obligations

Restrictions on Customer

Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights. Use of the Product must comply with all Documentation and Use Limitations.

Suspension

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches the Restrictions on Customer; or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. Provider will try to inform Customer before suspending when practical and will reinstate access only if Customer resolves the underlying issue.

Privacy & Security

Personal Data

Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.

Payment & Taxes

Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable. Provider will automatically charge the payment method on file according to the Payment Process and Customer authorizes all such charges. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. If Customer has a good-faith disagreement about the Fees charged, Customer must notify Provider before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time.

Term & Termination

For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal before the Non-Renewal Notice Date. Either party may terminate the Framework Terms or an Order Form immediately if the other party fails to cure a material breach following 30 days' notice, or upon notice if the other party materially breaches in a manner that cannot be cured, dissolves, makes an assignment for the benefit of creditors, or becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

Upon any expiration or termination, Customer will no longer have any right to use the Product; upon Customer's request, Provider will delete Customer Content within 60 days; each Recipient will return or destroy Discloser's Confidential Information in its possession or control; and Provider will submit a final bill or invoice for all outstanding Fees.

Representations & Warranties

Each party represents and warrants to the other that it has the legal power and authority to enter into this Agreement; it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have all rights necessary to submit Customer Content and to allow the use of Customer Content as described in the Agreement. Provider represents and warrants that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the warranties expressly stated above, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by Applicable Laws.

Limitation of Liability

Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the General Cap Amount. Under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance. These limitations apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

Indemnification

Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims, and Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims, in each case made by someone other than the parties or their Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees. The Indemnifying Party's obligations are contingent upon the Protected Party promptly notifying the Indemnifying Party of each Covered Claim, providing reasonable assistance, and giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.

Confidentiality

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not use or disclose Discloser's Confidential Information. Recipient will protect Confidential Information using at least the same protections it uses for its own similar information but no less than a reasonable standard of care. Confidential Information does not include information that Recipient knew without obligation of confidentiality before disclosure, that is or becomes publicly known through no fault of Recipient, that Recipient receives under no obligation of confidentiality from someone authorized to make the disclosure, or that Recipient independently developed without use of or reference to Discloser's Confidential Information.

Reservation of Rights

Except for the limited license to copy and use Software and Documentation, Provider retains all right, title, and interest in and to the Product. Except for the limited rights granted under Customer Content and Machine Learning above, Customer retains all right, title, and interest in and to the Customer Content.

General Terms

Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements about its subject. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party.

Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts.

Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets.

Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and the warranty from Provider does not apply to any Beta Products. Beta Products are experimental and may be modified or removed at Provider's discretion with or without notice.

Logo Rights. Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address.

Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority.

Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

Contact

Questions about these Terms can be sent to [email protected].