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Terms and conditions, Tana Labs Inc.

Last updated: 02-14-2024

Please read these terms and conditions (the “Terms”) carefully before accessing or using the Tana service via app.tana.inc or through a separate application installed on a device (for example via desktop or your smartphone) or in connection with other websites or services (for example when embedding content hosted on Tana in other websites) (together, or individually, the “Service”) operated and provided to you by Tana, Inc.

The Terms constitute a binding legal agreement between you as a customer and user of the Service (“you”) and Tana Labs, Inc., corporate reg. no. 86-2884752 and registered offices at co/Nordic Innovation House, 470 Ramona Street, Palo Alto, CA 94301 (below referred to as “Tana”, “we”, or “us”).

If you have any questions regarding these Terms, please find our contact details below in section 25, “Contact Details”.

Individual consumers, please note: section 20.2.1 (arbitration agreement) contains provisions that govern how to resolve disputes between you and Tana. among other things, section 20.2.1 (arbitration agreement) includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. section 20.2.1 also contains a class action and jury trial waiver. please read section 20.2.1 (arbitration agreement) carefully.

Unless you opt out of the arbitration agreement (as defined in section 20.2.1) within thirty (30) days in accordance with section 20.2.11 (30-day right to opt out): (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial

1. ACCEPTANCE

BY CLICKING “ACCEPT” OR BY ACCESSING AND USING THE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. Please note that your access to and use of the service is conditioned upon your acceptance and continued compliance with the terms.

These Terms apply to any use of the Service, whether in connection with a paid or unpaid subscription.

If you disagree with or breach any part of the Terms, then you do not have the right to access or use the Service. AS FURTHER STATED BELOW IN THESE TERMS, WE RESERVE THE RIGHT TO TEMPORARILY OR PERMANENTLY PAUSE OR STOP YOUR ACCESS TO THE SERVICE IF YOU DO NOT COMPLY WITH THESE TERMS.

If you are accessing or using the Service on behalf of a business or entity, then your business or entity is legally and financially responsible for your access to and use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

2. ACCESS TO THE SERVICE AND REQUIRED HARDWARE

The Service is offered as a software-as-a-service meaning that software and functionality are provided to you as a service and not as permanent licensed software through your web browser or downloadable applications (such as a desktop or mobile application) (each an “App”).

2.1. LIMITED RIGHT TO ACCESS AND USE THE SERVICE

Tana grants to you, for the duration of these Terms, a revocable, non-transferable, non-sublicensable, non-exclusive and limited right to access and use the Service, as made available by Tana from time to time, strictly in accordance with these Terms, solely for your internal purposes and subject to timely payments of any fees hereunder. You acknowledge and agree that your right to access and use the Service is not tied to any particular version or function at any given time.

2.2. LIMITED END USER LICENSE TO OUR APP

If you access and use the Service through an App, Tana hereby grants you, for the duration of these Terms, a revocable, non-transferable, non-sublicensable, non-exclusive, and limited right to install the relevant App on a single device owned and controlled by you and to access and use the Service on the device through the relevant App strictly in accordance with these Terms and the license granted to you under section 2.1 above as well as subject to timely payments of any fees due hereunder.

2.3. YOU MUST PROVIDE THE REQUIRED HARDWARE TO ACCESS AND USE THE SERVICE

You are responsible for having internet connection and all other required software, hardware or equipment to access and use the Services. We cannot guarantee that the Service can be accessed and used on any specific device or software. Nor do we guarantee that the Service will be available in any particular geographic location.

We strive to keep our Service available as much as possible, but we do not guarantee that the Service will always be accessible as it is delivered throughout the internet.

3. ACCOUNT REGISTRATION AND WARRANTIES

To access and use the Service you must register as a user and create an account with us. To register an account, access and use the Service, you must provide us with certain personal data. For information regarding how we process your personal data, please see our privacy policy.

To register an account and access the Service, you must be at least thirteen years old or older. The Service is not intended for children under the age of thirteen. If you are at least thirteen years old, but under eighteen years of age, you may need - dependent on the laws in your country - parental consent to enter into these Terms, create and account, access and use the Service and any actions you take within the Service will be the legal responsibility of the parents or guardians. Any registration, access or use by anyone under thirteen years, or anyone who is under eighteen years old and acting without parental consent in a country where this is required, is unauthorized, unlicensed and in breach of these Terms.

By registering an account, you acknowledge and agree that you will: (a) provide true, accurate, current, and complete information as requested when registering an account and (b) maintain and update this registration information to keep it true, accurate, current, and complete. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and that (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any device that you use for accessing the Service. You hereby accept sole responsibility for all activities that occur under your account or password.

4. SUBSCRIPTIONS, FREE TRIALS AND APPLICABLE FEES

4.1. FREE VERSION AND SUBSCRIPTIONS

Some parts of the Service may be, in Tana’s sole discretion, made available on a paid subscription basis (“Subscription”). You will be billed in advance on a monthly or yearly recurring and periodic basis (“Billing Cycle”). At the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, unless you cancel your Subscription prior to renewal. You may cancel your Subscription at any time. However, you will not receive a refund for the fees you already paid for your current Subscription period and you will be able to access the Service until the end of your current Subscription. Further, Tana may offer some, limited or restricted parts of the Service to You for free as a free version of the Service. Tana reserves the right to amend or change which parts or features of the Services are offered for free, provided that Tana offers You reasonable advance notice before any such changes. A free membership can be upgraded to a paid Subscription membership or a Free Trial.

4.2 FREE TRIAL

Tana may, in its sole discretion, offer a Subscription as a free trial (“Free Trial”). You may terminate your Free Trial without any fees until the last day of your Free Trial. If you do not cancel your Free Trial, then you may choose to convert your Free Trial membership to a Free Membership or into a paid Subscription at the end of the trial period. At such a time, you will automatically be charged with the applicable Subscription fees for the type of Subscription you have selected.

Tana may, at any time and without notice, modify the terms and conditions of any Free Trial offer, cancel any Free Trial offer or cancel any Free Trial subscription at any time.

4.3. FEES AND FEE CHANGES

For a list of our current fees and subscription fees, we refer you to our pricing page https://tana.inc/pricing (“Fees”).

We reserve the right to change or modify the applicable Fees, at any time and in our sole discretion (a “Fee Change”). The Fee Change will become effective at the end of the then-current Billing Cycle. If there are no active Billing Cycles, the Fee Change will become effective from the date announced by Tana. You will be notified of any Fee Changes a reasonable time in advance before the Fee Change comes into effect. Your continued use of the Service after the Fee Change comes into effect constitutes your acceptance of and agreement to pay the new Fees.

5. PAYMENT TERMS AND REFUNDS

5.1. PAYMENT TERMS

You have a duty to fully pay for all products and services ordered. You are responsible for providing Tana with valid credit card information to secure payment. We reserve the right to cancel any order if the credit card information you provide is not valid. Payment may be processed in cooperation with third party payment providers.

You authorize Tana to automatically charge your credit card the agreed Fees in accordance with the payment terms. You are responsible for paying all applicable taxes (including those Tana is not required to collect) and for all hardware, software, Internet and other costs you incur to access the Service.

6. CONTENT AND USER CONTENT

6.1. DEFINITION OF “CONTENT” AND “USER CONTENT”

As used within these Terms:

“Content” means information, text, documents, files, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, submitted, entered, uploaded, generated, provided or otherwise made available through the Service; and

“User Content” means any Content entered, uploaded, submitted or otherwise provided to the Service by or on behalf of you or other individuals and any content which is provided to the Service at your request or instigation (for example, but not limited to, by other users or non-users via a survey or poll).

6.2. YOU ARE RESPONSIBLE FOR YOUR USER CONTENT

We do not claim ownership of any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content. You are solely responsible for all your User Content.

In light of the above, you represent and warrant: (a) that you have all the necessary rights in and to the User Content to grant us the license granted in section 4.3 below; (b) that neither your User Content nor your use or provision thereof infringes any intellectual property rights, or other rights, of a third party; (c) that your User Content will not contain viruses or other harmful or malicious code; and (d) that your User Content, each individually or the total sum thereof, will not affect the stability of or access to the Service.

TANA ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW. YOU ARE SOLELY LIABLE FOR YOUR USER CONTENT AND WILL INDEMNIFY AND HOLD HARMLESS TANA FOR ANY COSTS, EXPENSES OR DAMAGES RELATING TO YOUR USER CONTENT IN ACCORDANCE WITH SECTION 16 BELOW.

6.3. RIGHTS TO USER CONTENT GRANTED TO TANA BY YOU

In order for the Service to function properly and to enable us to provide you the Service, you grant Tana, by entering, uploading or making any User Content available through the Service, a non-exclusive, worldwide, royalty-free right to host, cache, store, reproduce, transmit and modify your User Content. This includes transfer to AI models for processing, augmentation and user constrained training. When using Tana’s publishing services, these rights also include publicly display, publish and distribute the User Content. Tana may sublicense the aforementioned rights solely for the purpose of hosting, maintaining and providing the Service.

Your User Content may be shared with other users of the Service and others not part of the Service, but only after you have given us permission to do so.

Other than the above license and otherwise set out in these Terms, as between Tana and you, you retain any and all of your rights to your User Content. Tana will not use your User Content for other purposes than stated herein without your prior consent to do so.

6.4. SHARING USER CONTENT

Your User Content can be “public” or “private”, depending on your choices. Any User Content you designate as “public” will be accessible by and available to other users of the Service and to non-registered viewers of certain sections of the Service. Accordingly, you agree and acknowledge that such users will have the right to view, comment on and tag your publicly designated User Content, as well as the rights to use, publish, display, modify or duplicate your User Content depending on what permissions you grant.

You grant Tana all rights necessary to make any of your publicly designated User Content available to other users of the Service and to permit those users to engage in the activities described in this section 6.4 with respect to your publicly designated User Content.

6.5. DOWNLOAD OF USER CONTENT

Through the Service you may generate and access a link via which you may access and download your User Content that is stored in the Service and connected to your account.

7. REMOVAL OF USER CONTENT

7.1. YOUR REMOVAL OF YOUR USER CONTENT

You may remove User Content by deleting it or by removing it from your user area. You may also make your User Content hosted in your user area inaccessible.

7.2. TANA’S RIGHT TO REMOVE CONTENT AND USER CONTENT

We reserve the right to, at any time and without notice, remove, modify, access, make inaccessible, review or edit any Content including User Content that we deem, in our sole discretion, to breach: (a) any of the representations and warranties in section 4.2 above; (b) our copyright policy set out in section 8; (c) our code of conduct and restricted and prohibited uses set out in section 9; (d) applicable law; and (e) any provisions of these Terms. Any such use of the Service or User Content constitutes unauthorized and improper use of the Service and a material breach of these Terms.

We reserve the right to investigate violations of these Terms or conduct that affect the Service. We may also consult or cooperate with law enforcement authorities to prosecute users who violate the law.

You shall, upon the request of Tana, remove, delete or take off the Service any of your User Content which is deemed in breach of these Terms.

7.3. DELETED USER CONTENT

Following the deletion of your User Content, either by Tana or you, the User Content can no longer be seen or accessed via the Service. The deleted content may be stored on our servers for a maximum time of 12 months before complete erasure, in Tana’s sole discretion. HOWEVER, TANA MAKES NO GUARANTEE, WARRANTY OR REPRESENTATION THAT DELETED USER CONTENT WILL BE STORED, ACCESSIBLE OR POSSIBLE TO RETRIEVE OR RECREATE AFTER DELETION. NOR IS TANA OBLIGATED TO STORE ANY DELETED USER CONTENT. YOU ARE SOLELY RESPONSIBLE FOR AND LIABLE TO ENSURE THAT YOUR USER CONTENT IS SUFFICIENTLY SECURE THROUGH, E.G., BACKUP COPIES.

8. COPYRIGHT POLICY

Tana respects the intellectual property rights of others and we expect our users to do so as well. Each user must ensure that the materials they upload do not infringe on any third-party copyright. We will promptly remove any Content or materials in accordance with the Digital Millennium Copyright Act (“DMCA”) or other similar legislation when properly notified that the materials infringe on a third party’s copyright. We also reserve the right to terminate the accounts of repeat copyright infringers.

If you are a copyright owner, or authorized on behalf of one, and you believe that any Content or other materials appearing on the Service have been copied in a way that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) or other similar legislation by providing us with the following information in writing (a “Copyright Notice”):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • a description of the copyrighted work that you claim has been infringed;
  • identification of the allegedly infringing material on the Service, including URL or other specific location on the Service where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Such Copyright Notices should be sent via email to security@tana.inc or to the contact information set out below in section 25 “Contact Details”.

9. CODE OF CONDUCT, RESTRICTED AND PROHIBITED USE

You agree to abide by all applicable laws and regulations when accessing and using the Service. Your continued access to and use of the Service is subject to proper conduct and compliance with these Terms.

You are prohibited from any of the following, unless applicable law prohibits these restrictions, or you have our prior written consent to do so:

  • Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful;
  • Access or use the Service or take any action in any manner that could disable, overburden, damage, disrupt or impair the Service or that would impose an unreasonable or disproportionately large load on the Service, its systems, software or servers or use any device, software, script or routine that causes the same;
  • Duplicate, decompile, reverse engineer, disassemble or decode the Service;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;
  • Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;
  • Use any automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same;
  • Use the Service for illegal, harassing, unethical, or disruptive purposes;
  • Violate any applicable law or regulation in connection with your access to or use of the Service; or
  • Otherwise access or use the Service in any manner not expressly permitted under these Terms.

10. ACCOUNT SUSPENSION AND TERMINATION

You may terminate your account at any time through the user settings or by contacting us at the contact details set out in section 25 “Contact Details” below. If you terminate your account, all your User Content and other account related information will become inaccessible.

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, for any reason whatsoever without limitation and pursuant to our sole discretion.

11. TANA’S PROCESSING OF YOUR PERSONAL DATA

We are committed to protecting the privacy of our users and will process personal data in accordance with applicable privacy laws. For information regarding how we process your data in relation to our Services, please see our Privacy Policy: https://tana.inc/privacy.

12. INTELLECTUAL PROPERTY

All rights in and to the Services and Content (excluding User Content), including, as the case may be, any trademarks, service marks, trade names and copyright-protected content (collectively “Intellectual Property”) presented within the Services are the property of Tana and/or our respective licensors. You agree to not use Intellectual Property for any other purposes except for your use of the Services, unless required otherwise by applicable mandatory law. You agree to not remove, alter or obscure any Intellectual Property incorporated in or accompanying the Service.

13. FEEDBACK POLICY

We welcome any and all suggestions for improvements to the Service, comments and other feedback (“Feedback”). However, by giving us your Feedback you acknowledge and expressly agree that your Feedback will not grant you any right, title or interest in the Service or in the Feedback itself. All Feedback will become the sole and exclusive property Tana and Tana may use or disclose Feedback in any manner and for any purpose without further notice or compensation to you or any third party. By providing us with Feedback, in whatever form, you assign to Tana any and all right, title and interest including, but not limited to, any intellectual property rights such as patents, copyrights or trademarks and any know-how, that you may have in the Feedback. By providing us with Feedback you represent and warrant that you are the entitled to grant Tana the rights, titles and interest stated in this section 13 “Feedback Policy”.

14. OTHER WEBSITES OR SERVICES

Our Service may contain links to other services or websites. Tana does not own or control such services, applications, interfaces or websites offered by third parties (“Third Party Offerings”). Our Service may also enable you to import or interface with Third Party Offerings.

Tana does not endorse any third party offerings that may be available through the Service.

You acknowledge that Tana does not control and does not review or evaluate any Third Party Offerings. Tana assumes no responsibility for the products, services, advertising, content, data processing or other practices of any such third parties.

You agree to not hold Tana responsible or liable, directly or indirectly, for any damage, loss, expense or cost caused or alleged to be caused by, or otherwise in connection with use of or reliance on, any Third Party Offerings,

You should carefully review the respective conditions of use for each of these other services or websites, and the third party providers’ privacy policies, that you visit or interact with.

15. TERM AND TERMINATION

These Terms apply from the moment you start using the Services the first time and will remain in force for as long as neither you nor we terminate these Terms.

Both You and we may terminate this Agreement at any time. You may however not terminate these Terms as long as you are using the Services. Please contact us if you wish to delete your account and terminate these Terms. However, obligations arising from any breach of contract during the term of these Terms will not be affected by termination.

All provisions of the Terms which by their nature should survive termination shall survive termination.

16. INDEMNIFICATION

Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless Tana, its partners, affiliates, licensors and suppliers, and their respective members, employees, contractors, officers, directors and agents from and against any actions, claims, demands, liability, costs and expenses, including attorneys’ fees, resulting from or arising out of (a) your use or misuse of or access to the Service by you or any person using your account and password; (b) any User Content (as defined above) that you have provided, entered or uploaded to the Service; or (c) your breach of these Terms.

17. LIMITATION OF LIABILITY

IN NO EVENT WILL TANA, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TANA’S ENTIRE AND MAXIMUM LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO A TOTAL AMOUNT OF THE SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CAUSE OF THE CLAIM.

18. WARRANTY DISCLAIMER

The Service is provided to you by Tana on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permissible by applicable law, Tana disclaims all warranties, whether express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose and non-infringement.

19. GOVERNING LAW

Your use of the Service and these Terms are governed by and construed in accordance with US Californian law, excluding its conflict of law rules. Your use of the Service may also be subject to other local state or national laws.

20. DISPUTE RESOLUTION

In the event of a dispute between Tana and you, the venue for resolving that conflict depends on whether you are a consumer or not. Whether you are a consumer depends on your local law, but generally, a consumer is someone who does not access or use the Services in connection with professional or profit-driven activities.

20.1. DISPUTES IF YOU ARE NOT A CONSUMER

The following Section 20.1 applies to disputes, claims, and other disagreements arising between Tana and users that ARE NOT individuals who purchase or use the Services primarily for their personal, family or household purposes (a “consumer”). If you are a consumer, the terms of this Section 20.1 do not apply to you and please refer to Section 20.2 with respect to disputes and claims between you and Tana.

In the event of any dispute hereunder, the parties shall engage in informal, good-faith discussions to resolve it. If the parties are unable to resolve the dispute, then the parties agree to comply with the following procedures. The dispute shall first be submitted to mediation on an expedited basis in San Mateo County, California, administered by AAA, or its successor, in accordance with the AAA rules and procedures then in effect. Either party may commence mediation by providing to AAA and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested, with the expectation that the first mediation session shall occur within forty-five (45) days of such written request. The parties will cooperate in selecting an appropriate neutral mediator from the AAA panel of neutrals and inschedulingthemediationproceedings. Ifthepartiesareunabletoselectthe mediator within ten (10) business days after receipt of the mediation notice by AAA, then AAA shall designate the mediator. The parties will share equally in the costs of the mediator and related AAA administrative costs, and pay in advance the estimated reasonable fees and costs of the mediation, as may be specified in advance by the mediator. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any reference, arbitration, litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completionofthatprocess. Ifnecessary,anypartymayfileamotiontocompel the other party to participate in the mediation and the prevailing party shall be awarded its costs and expenses, including reasonable attorneys’ fees in connection with such motion. If the dispute is not resolved within ten (10) business days after the first mediation session, either party may give written notice to AAA and the other party that the mediation is terminated and may submit the dispute to final and binding arbitration in San Mateo County, California, administered by AAA, or its successor, in accordance with the rules and procedures of AAA (including AAA Comprehensive Rules) then in effect. A party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with AAA, with a copy to the other party. Any and all disputes that are so submitted to arbitration shall be decided by three (3) neutral and appropriate arbitrators. Each party shall select one (1) arbitrator and those party-selected arbitrators shall jointly select the third arbitrator, who shall act as Chairman of the arbitral tribunal. If the party-selected arbitrators are unable to select the third arbitrator, AAA shall designate the third arbitrator. The parties will cooperate in selecting such arbitrators and in scheduling the arbitration proceedings. The parties will share equally in the administrative costs and arbitrator’s fees associated with the arbitration; provided, however, that each party will bear its own attorneys’ fees and costs associated with the arbitration. The arbitrator shall apply California law without reference to conflicts of laws principles. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. The parties expressly acknowledge that by entering into this Agreement, they each are waiving their respective rights to have any dispute between the parties hereto adjudicated by a court or by a jury.

YOU AGREE THAT ANY AND ALL CLAIMS MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to Tana’s contact details set out below in Section 25.

Such a notice must be sent to Tana within thirty (30) days of your registering to use the Service or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Tana will also not be bound by them.

20.2. DISPUTES IF YOU ARE A CONSUMER

The following Section 20.2 applies to disputes, claims, and other disagreements arising between Tana and users who are consumers. If you are not a consumer, the terms of this Section 20.2 do not apply to you and please refer to Section 20.1 with respect to disputes and claims between you and Tana.

20.2.1 ARBITRATION AGREEMENT.

Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Tana and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

20.2.2 Applicability of Arbitration Agreement.

Subject to the terms of this Arbitration Agreement, you and Tana agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Tana may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Tana may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

20.2.3 Informal Dispute Resolution.

There might be instances when a Dispute arises between you and Tana. If that occurs, Tana is committed to working with you to reach a reasonable resolution. You and Tana agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Tana therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Tana that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to dpo@tana.inc or regular mail to our offices located at 470 Ramona Street, Palo Alto, CA 94301. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

20.2.4. Waiver of Jury Trial.

YOU AND TANA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Tana are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 20.2.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

20.2.5. Waiver of Class and Other Non-Individualized Relief.

YOU AND TANA AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 20.2.10 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 20.2.10 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Tana agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Tana from participating in a class-wide settlement of claims.

20.2.6. Rules and Forum.

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Tana agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Tana otherwise agree, or the Batch Arbitration process discussed in Section 20.2.10 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Tana agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

20.2.7. Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 20.2.10 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

20.2.8. Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 20.2.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 20.2.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 20.2.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 20.2.10 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 20.2.10 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

20.2.9. Attorneys’ Fees and Costs.

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Tana need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

20.2.10. Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, you and Tana agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Tana by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Tana.

You and Tana agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

20.2.11. 30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: dpo@tana.inc, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

20.2.12. Invalidity, Expiration.

Except as provided in Section 20.2.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Tana as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

20.2.13. Modification.

Notwithstanding any provision in this Agreement to the contrary, we agree that if Tana makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Tana at 470 Ramona Street, Palo Alto, CA 94301 or email at dpo@tana.inc, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Tana will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

21. NO WAIVERS

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

22. SEVERABILITY

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

23. CHANGES

Tana reserves the right to modify, replace, change or amend these Terms at any time at our sole discretion. In advance of any changes to these Terms, we will notify you through email and a notice within the Services. The new version of the Terms will be made available on our website www.tana.inc and in our Services.

24. ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Tana regarding the Services and supersede and replace any prior agreements, whether written or oral, that might have existed between you and Tana regarding the Services.

25. CONTACT DETAILS

  • Tana Labs, Inc.
  • Corporate registration number (EIN): 86-2884752
  • co/Nordic Innovation House 470 Ramona Street, Palo Alto CA 94301
  • Email address: security@tana.inc