Master Terms of Service

Transformation Projects. teiō will deliver scoped AI and data transformation engagements priced in Story Points. Each engagement is governed by a proposal. teiō may use its AI Accelerators internally as tools to produce the Deliverables; access to or ownership of those tools is not transferred to Client.

Managed Operations. Following delivery of a Transformation Project, teiō offers ongoing Managed Operations under a monthly story-point retainer. Managed Operations include pipeline monitoring, model maintenance, model retraining, schema change management, quality assurance, and continuous improvement of deployed infrastructure and AI applications.

Each engagement is governed by a proposal which serves as the Statement of Work. The proposal shall be hosted on the teiō client portal (portal.teio.ai) and must be reviewed and formally approved by the Client directly on the platform before work commences. teiō will use commercially reasonable efforts to deliver the Services in accordance with the approved proposal.

Any modifications to an approved Statement of Work must be initiated and approved through a formal Change Request submitted directly on the teiō client portal. No changes to scope, timeline, or deliverables apply unless approved via the platform’s Change Request process.

The parties acknowledge that AI and data transformation work is inherently iterative. The proposal represents the best understanding of scope at the time of execution but may evolve as the engagement progresses. Scope changes are managed through Change Requests per Section 2.4 and do not require a formal amendment.

Either party may propose changes to the scope, priorities, or deliverables of an engagement at any time, which will be tracked through the teiō platform. Once agreed by both sides, the agreed changes will be reflected in the Story Point allocation and consumption tracking.

In the event the scope of work that needs to be delivered is different from what teiō scoped out when delivering the proposal, teiō will first work with the customer to resolve the issues and/or propose a new change request to reflect the difference in scope. In the unlikely event of not being able to come to a settlement, teiō reserves the right to decline working on that task. In this event the task will not count towards story points consumed and will be excluded from the project. This will not be treated as any breach of contract. The remaining story points can be used to work on any task which is agreed on using a change request or new proposal. Pre-purchased story points are never refunded.

teiō may engage subcontractors and sub-processors to perform portions of the Services. teiō remains responsible for the performance of subcontractors and will ensure they are bound by confidentiality and data protection obligations no less protective than those in this Agreement.

teiō does not make any guarantee on timelines. Timelines are estimated based on past experience. teiō will make reasonable efforts to promptly notify Client if teiō becomes aware of circumstances likely to materially impact the indicated timelines.

teiō prices its Services based on tasks, and each task consumes Story Points. Tasks are defined and scoped in the applicable proposal or change request. This model is designed to align pricing with outcomes rather than time or headcount, ensuring Client pays for value delivered regardless of the internal means of delivery.

Unless otherwise specified in an Order Form, Client will purchase a prepaid package of Story Points (the “Prepaid Amount”) upon execution of the Order Form. Prepaid Story Points do not expire and may be applied to any Services delivered by teiō. Third-party services, payment processing, infrastructure, and vendor costs are excluded from teiō’s Story Point pricing.

teiō will provide Client with a monthly statement detailing: (a) Story Points consumed during the period; (b) a summary of work completed; and (c) the remaining Story Point balance. Statements will be delivered to Client’s billing contact via email or through the teiō client portal.

Upon consumption of prepaid Story Points equivalent to the Prepaid Amount, Client may purchase additional Story Points in increments specified in the Order Form. teiō will notify Client when the Story Point balance falls below a threshold agreed in the Order Form.

Managed Operations are billed as a monthly story-point retainer at the rate specified in the applicable proposal or change request.

teiō may adjust Story Point rates for new Order Forms at any time. teiō may adjust Story Point rates for monthly billing of Story Points with thirty (30) days’ prior written notice. Rate changes do not affect prepaid Story Points already purchased.

Unless otherwise specified in an Order Form, the full Prepaid Amount is due and payable upfront upon execution of the Order Form. All amounts are stated and payable in US Dollars.

Payments shall be made by ACH or wire transfer to the bank account specified in Schedule A of the applicable Order Form. teiō’s banking details may be updated by written notice to Client.

Undisputed amounts not paid within 30 days of the due date will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until the date of actual payment. teiō reserves the right to suspend Services for undisputed overdue balances after providing 10 days’ written notice.

All Fees are exclusive of applicable taxes. Client is responsible for all sales, use, goods and services, value-added, and similar taxes arising from the Services, excluding taxes on teiō’s net income. Where teiō is required by law to collect such taxes, they will be added to the applicable invoice.

Travel and out-of-pocket expenses are not included in Story Point pricing unless expressly stated in the Order Form, and will be billed at cost with prior written approval from Client. Third-party platform, connector, cloud, infrastructure, and AI model usage fees (including token-based or other consumption-based charges) required to deliver the Services are excluded from teiō’s pricing and are payable by Client directly, unless expressly stated otherwise in the applicable proposal or Statement of Work. teiō will use commercially reasonable efforts to manage and use such model usage efficiently, but teiō will have no liability for any excess or unexpected model usage charges incurred in connection with Client-provided models or accounts.

Client must notify teiō of any disputed invoice in writing within 15 days of receipt, identifying the disputed amount and the basis for the dispute. Client shall pay all undisputed amounts by the due date. The parties will work in good faith to resolve disputes within 30 days of notice.

Except as expressly provided in Section 10 (Warranties) or otherwise agreed in writing, all Fees paid to teiō are non-refundable, including prepaid Story Point packages.

Each party retains all right, title, and interest in and to its Pre-Existing IP. No rights to either party’s Pre-Existing IP are granted to the other except as expressly set forth in this Agreement or an Order Form.

All Deliverables specifically created and delivered to Client under an Order Form shall, to the extent permitted by applicable law, be deemed work made for hire and shall be owned exclusively by Client upon full payment of all Fees due under the applicable Order Form. Where Deliverables cannot be deemed work made for hire by operation of law, teiō hereby assigns to Client all right, title, and interest in and to such Deliverables, including all copyrights, patent rights, trade secret rights, and other intellectual property rights worldwide. teiō agrees to execute any documents reasonably required to perfect or record such assignment.

“Project IP” means the client-specific code, configurations, integrations, schemas, pipelines, semantic layers, prompts, agent workflows, and technical documentation developed by teiō specifically for Client in the course of performing the Services under an Order Form, excluding teiō Materials. teiō uses AI Accelerators and other teiō Materials solely as internal build-time tools to produce the Project IP; AI Accelerators and other teiō Materials are not embedded in, delivered with, distributed as part of, or required to operate the Project IP as delivered.

Upon full payment of all Fees due under the applicable Order Form, teiō assigns to Client all right, title, and interest in and to the Project IP. Where such assignment is not permitted by applicable law, teiō grants Client a perpetual, irrevocable, worldwide, exclusive, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works of, host, and operate the Project IP for any purpose.

The foregoing assignment is subject to the following:

• No rights to teiō Materials. Client acquires no right, title, interest, or license — express or implied — in or to any teiō Materials, including AI Accelerators. teiō Materials are used solely as internal tools of teiō to build the Project IP and are not assigned, licensed, sublicensed, delivered, made available, or otherwise transferred to Client under this Agreement. Section 5.4 governs teiō Materials in full.
• Residual knowledge. Each party shall be free to use, in the conduct of its business and the performance of services for other clients, any general ideas, concepts, know-how, methodologies, techniques, skills, or experience that are retained in the unaided memory of its personnel as a result of performing or receiving the Services (“Residuals”). Use of Residuals shall not require any accounting to or compensation of the other party, provided that this Section 5.3(b) does not authorize the disclosure of the other party’s Confidential Information or the infringement of the other party’s intellectual property rights.
• Improvements to teiō Materials. Any improvements, enhancements, derivatives, modifications, or generalizations to teiō Materials conceived, developed, or derived by teiō in the course of performing the Services — even if developed using Client data, Client Inputs, or Client feedback — are owned exclusively by teiō and shall be deemed teiō Materials.

Notwithstanding Sections 5.2 and 5.3, teiō Materials — including teiō’s methodologies, processes, templates, know-how, AI Accelerators, automation frameworks, code generation tools, prompt libraries, agent architectures, reusable components, and all improvements thereto — are expressly excluded from Deliverables and Project IP. teiō Materials are and shall remain the sole and exclusive property of teiō. teiō Materials are used internally as tools to produce Deliverables and are not delivered, licensed, or otherwise made available to Client. Client acknowledges that it acquires no right, title, interest, or license in or to teiō Materials, whether express or implied, and shall not access, use, copy, modify, reverse engineer, or distribute them. Improvements to teiō Materials developed in the course of the Services are governed by Section 5.3(c).

If Client provides teiō with suggestions, ideas, or feedback regarding the Services or teiō Materials (“Feedback”), Client grants teiō a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into teiō’s products and services without obligation to Client.

Except as expressly provided in this Agreement, neither party grants the other any license, assignment, or other rights by implication, estoppel, or otherwise under any intellectual property rights.

Each party (“Receiving Party”) that receives Confidential Information of the other party (“Disclosing Party”) shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure, as evidenced by written records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

A Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice where legally permissible; (b) cooperates reasonably with the Disclosing Party’s efforts to seek a protective order or other appropriate relief; and (c) discloses only the minimum information required to comply.

Confidentiality obligations survive for five (5) years following termination or expiration of this Agreement. Obligations relating to trade secrets and personal data survive indefinitely.

Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, except as required to be retained by applicable law, and shall certify such return or destruction in writing upon request.

teiō shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Client data against unauthorized access, use, disclosure, alteration, or destruction, including at a minimum:

• Encryption of Client data in transit and at rest where technically feasible;
• Access controls limiting Client data access to personnel with a legitimate need to know;
• Secure authentication mechanisms, including multi-factor authentication for systems containing Client data;
• Regular security updates and patching of systems used to deliver the Services; and
• Personnel confidentiality obligations covering all staff with access to Client data.

Client data shall be stored in cloud infrastructure provided by reputable, enterprise-grade third-party providers (e.g., AWS, Vercel, Google Cloud, Snowflake) and shall not be transferred to or stored on personal devices outside of secure, managed environments.

teiō may engage sub-processors to process Client data. teiō shall ensure that sub-processors are bound by data protection obligations no less protective than those in this Agreement and remains responsible for their performance.

In the event teiō becomes aware of a Security Incident, teiō shall:

• Notify Client without undue delay and in any event within seventy-two (72) hours of discovery;
• Provide Client with reasonable information about the nature, scope, and likely consequences of the Security Incident;
• Take prompt action to investigate, contain, and remediate the Security Incident; and
• Cooperate reasonably with Client’s investigation and response efforts.

Upon termination or expiration of this Agreement, or upon Client’s written request, teiō shall return or securely delete all Client data in its possession within 30 days, except for copies required to be retained by applicable law or contained in routine system backups subject to standard retention and deletion cycles, which shall remain subject to the confidentiality obligations of this Agreement.

Client represents and warrants that: (a) it has all rights and consents necessary to provide Client data to teiō for the purposes contemplated by this Agreement; and (b) Client data does not violate any applicable law or third-party rights. Client is responsible for its own compliance with applicable data protection and privacy laws with respect to Client data.

Client will provide teiō with timely access to systems, data, environments, credentials, documentation, and subject matter expertise as reasonably required to perform the Services. Client will designate a primary point of contact with authority to make decisions regarding the Services.

Delays in Client’s provision of access, approvals, or information will extend agreed timelines on a day-for-day basis and may result in additional story points via written change order. teiō will notify Client promptly upon becoming aware of a delay caused by Client.

Client shall not use the Deliverables or any Services: (a) in violation of applicable law; (b) to infringe third-party intellectual property rights; (c) to transmit malicious code; or (d) in any manner that could damage, disable, or impair teiō’s systems or reputation.

Client acknowledges that teiō is not providing investment advice, financial advice, or any regulated advisory services. Client is solely responsible for all investment, trading, and financial decisions made based on or informed by the Services or Deliverables.

Client acknowledges that the Services involve the design, development, deployment, and operation of AI Systems, including systems built on or incorporating Third-Party AI Providers. AI Systems are probabilistic and non-deterministic by nature. AI Outputs may be inaccurate, incomplete, biased, offensive, out-of-date, or otherwise unsuitable for a particular purpose, and the same input may produce different outputs at different times.

Notwithstanding anything to the contrary in this Agreement, teiō makes no representation or warranty, express or implied, regarding AI Outputs, including any warranty as to accuracy, reliability, completeness, currency, fitness for a particular purpose, non-infringement, or that AI Outputs will be free of errors, hallucinations, bias, or harmful content. AI Outputs are provided “AS IS” and Client uses them at its own risk.

Client is solely responsible for reviewing, validating, and approving AI Outputs before relying on them, publishing them, providing them to end users, or using them to make any decision that has legal, financial, employment, medical, safety, or otherwise material consequences. Client shall implement appropriate human oversight, testing, monitoring, and quality assurance processes prior to and throughout production use of any AI System delivered or operated by teiō.

The Services may rely on Third-Party AI Providers. Use of Third-Party AI Providers is subject to the applicable provider’s terms of service, acceptable use policies, and data processing terms, which Client agrees to comply with. teiō has no control over, and shall not be liable for, the availability, performance, pricing, output, content moderation decisions, model deprecations, or terms of any Third-Party AI Provider.

Unless expressly agreed in writing in an Order Form or Statement of Work:

• teiō will not use Client data or Client Confidential Information to train, fine-tune, or improve any foundation model, base model, or model intended for use outside the engagement;
• teiō will configure Third-Party AI Provider integrations to disable training on Client data where the provider offers such a setting (e.g., zero-retention or no-training endpoints); and
• any fine-tuning or model customization performed on Client data is performed solely for Client’s benefit, and the resulting weights or adapters shall be treated as Client Confidential Information.

Client represents and warrants that Client Inputs: (a) are lawfully collected and used; (b) do not violate any third-party intellectual property, privacy, publicity, or contractual rights; (c) do not contain malware or harmful code; and (d) do not contain regulated personal data (such as protected health information, payment card data, biometric identifiers, or children’s data) unless expressly contemplated in the Order Form and accompanied by appropriate safeguards.

Client shall not use the Services, Deliverables, or any AI System provided by teiō to: (a) generate content that is unlawful, defamatory, harassing, or that infringes third-party rights; (b) make fully automated decisions that produce legal or similarly significant effects on individuals without meaningful human review where required by applicable law; (c) build or train a competing AI model, prompt library, agent framework, or set of AI Accelerators; (d) circumvent the safety, content, or usage policies of any Third-Party AI Provider; or (e) operate in any “high-risk” or “prohibited” use case as defined under applicable AI regulation without first obtaining teiō’s written consent and implementing the additional controls required by such regulation.

Client is solely responsible for determining whether and how the Services and AI Outputs may be used in compliance with laws and regulations applicable to Client’s business, including (where applicable) the EU AI Act, state and federal AI laws (e.g., Colorado AI Act, NYC Local Law 144, California ADMT regulations), GDPR, CCPA/CPRA, HIPAA, GLBA, FCRA, ECOA, and sector-specific rules. Where Client deploys an AI System in a use case classified as “high-risk” or subject to specific obligations (such as conformity assessments, transparency notices, impact assessments, or human oversight requirements), Client is responsible for fulfilling those obligations. teiō will cooperate in good faith with reasonable requests for information necessary for Client to meet such obligations.

As between the parties, and subject to Section 5, Client owns AI Outputs generated specifically for Client under an Order Form, to the extent such outputs are owned by teiō and not subject to third-party rights. Client acknowledges that: (a) AI Outputs may not be protectable by copyright or other intellectual property rights under applicable law; (b) identical or substantially similar outputs may be generated for other users of the same Third-Party AI Provider; and (c) teiō makes no warranty that AI Outputs are original or non-infringing, and the IP infringement indemnity in Section 11 does not extend to AI Outputs, Third-Party AI Provider outputs, or any claim arising from training data used by a Third-Party AI Provider.

For the avoidance of doubt and as further set out in Section 4.5, all consumption-based costs of operating AI Systems — including model inference fees, token costs, embedding costs, fine-tuning costs, GPU/compute costs, and vector database costs — are payable by Client directly to the applicable provider or are reimbursed to teiō at cost, unless expressly stated otherwise in the Order Form. teiō will use commercially reasonable efforts to design and operate AI Systems efficiently but is not responsible for excess or unexpected consumption charges, including those arising from changes in provider pricing, end-user behavior, prompt complexity, retries, or Client-directed configurations.

teiō warrants that:

• The Services will be performed in a professional and workmanlike manner consistent with industry standards;
• teiō has the right and authority to enter into this Agreement and to grant the rights described herein; and
• The Deliverables and Project IP, as delivered, will not infringe the intellectual property rights of any third party.

Client’s exclusive remedy and teiō’s sole obligation for any breach of the warranty in Section 10.1(a) is, at teiō’s option: (a) re-performance of the non-conforming Services; or (b) a refund of the Fees paid for the specific non-conforming Services. Client must notify teiō of the non-conformance in writing within 30 days of delivery.

Except for the express warranties in Section 10.1, the Services, Deliverables, AI Outputs, and teiō Materials are provided “as is.” teiō disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. teiō does not warrant that the Services, Deliverables, or AI Outputs will be uninterrupted, error-free, or produce any particular financial, investment, or business outcome.

teiō shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) a claim that the Deliverables or Project IP, as delivered and used in accordance with this Agreement, infringe the intellectual property rights of a third party; or (b) teiō’s gross negligence or willful misconduct. teiō’s indemnification obligations under this Section 11.1 do not extend to: (i) AI Outputs or any claim arising from AI Outputs; (ii) claims arising from training data, model weights, or outputs of any Third-Party AI Provider; (iii) Deliverables or Project IP modified by anyone other than teiō or used in combination with materials not provided by teiō where the claim would not have arisen but for such modification or combination; or (iv) Client’s breach of Section 9 (AI-Specific Terms).

Client shall defend, indemnify, and hold harmless teiō and its officers, directors, employees, and affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Client’s use of the Deliverables or AI Outputs in a manner not authorized by this Agreement; (b) Client’s data, content, Client Inputs, or systems provided to teiō; (c) any investment, trading, or financial decisions made by Client; (d) Client’s gross negligence or willful misconduct; (e) Client’s breach of Section 9.6 (Client Inputs) or Section 9.7 (Prohibited Uses); or (f) Client’s deployment of an AI System in a high-risk or regulated use case without the safeguards required by Section 9.8.

The indemnified party shall: (a) promptly notify the indemnifying party in writing of the claim; (b) provide the indemnifying party with reasonable cooperation in the defense; and (c) grant the indemnifying party sole control of the defense and settlement, provided that no settlement imposing financial liability or admission of fault on the indemnified party shall be made without its prior written consent.

If a Deliverable or Project IP becomes, or in teiō’s reasonable opinion is likely to become, the subject of an infringement claim, teiō may at its option and expense: (a) procure the right for Client to continue using the affected Deliverable or Project IP; (b) modify the affected Deliverable or Project IP to be non-infringing; or (c) if neither (a) nor (b) is commercially reasonable, terminate the applicable Order Form and refund prepaid Fees for unused Story Points.

Subject to Sections 12.2 and 12.3, each party’s total aggregate liability arising out of or related to this Agreement or any Order Form, whether in contract, tort (including negligence), or any other legal theory, shall not exceed the Fees actually paid by Client to teiō under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim (the “General Cap”).

Notwithstanding Section 12.1, each party’s total aggregate liability for the following shall not exceed two (2) times the General Cap (the “Super-Cap”): (A) breaches of Section 6 (Confidentiality); (B) teiō’s indemnification obligations under Section 11.1 (subject to the exclusions therein); and (C) gross negligence or willful misconduct in the performance of the Services.

Only the following are excluded from both the General Cap and the Super-Cap, in each case to the extent a limitation is not enforceable under applicable law: (A) fraud or fraudulent misrepresentation; (B) a party’s obligation to pay undisputed Fees; and (C) Client’s breach of Section 9.7 (Prohibited Uses) or infringement of teiō’s intellectual property rights.

In no event shall either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, business opportunity, goodwill, or investment losses, even if advised of the possibility of such damages and even if a remedy set forth herein fails of its essential purpose.

Client acknowledges that teiō is not providing investment advice, and teiō shall have no liability for any investment, trading, or financial decisions made by Client based on or informed by the Services or Deliverables.

Without limiting the foregoing, teiō shall have no liability for any claim, loss, or damage arising out of or relating to: (A) AI Outputs, including any decision made or action taken by Client or a third party in reliance on AI Outputs; (B) errors, hallucinations, bias, or harmful content in AI Outputs; (C) availability, performance, pricing, model deprecation, or content moderation by any Third-Party AI Provider; or (D) consumption-based charges for Third-Party AI Providers or infrastructure, except to the extent expressly assumed by teiō in an Order Form.

These Master Terms commence on the Effective Date of the first Order Form that incorporates them and continue until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement or any Order Form for the other party’s material breach by providing 30 days’ written notice, if the breach is not cured within that notice period.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or unable to pay its debts as they fall due; (b) makes a general assignment for the benefit of its creditors; (c) has a receiver appointed; or (d) commences, or has commenced against it, any bankruptcy, insolvency, reorganization, or similar proceeding.

Upon termination: (a) all rights and licenses granted under this Agreement cease, except that ownership rights and licenses vested in Client under Section 5 (Intellectual Property) shall survive; (b) each party shall return or destroy the other’s Confidential Information per Section 6.5; (c) Client shall pay all Fees accrued through the termination date; and (d) subject to Client’s payment of all accrued and unpaid Fees and to Section 5, teiō shall deliver all Deliverables and work-in-progress completed through the termination date. Because Services are prepaid and non-refundable, early termination does not affect teiō’s right to retain all Fees already paid.

The following sections survive termination or expiration: Section 1 (Definitions), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 7 (Data Security, with respect to retained data), Section 9 (AI-Specific Terms), Section 10.3 (Disclaimers), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13.4 (Effect of Termination), Section 14 (Governing Law), and Section 15 (General Provisions).

This Agreement and all Order Forms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Before initiating any formal proceeding, the parties agree to attempt to resolve disputes in good faith through escalation to senior management of each party for a period of 30 days following written notice of the dispute (the “Escalation Period”).

Subject to Section 14.2, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for resolution of any dispute arising out of or relating to this Agreement. Each party waives any objection to such jurisdiction and venue.

Nothing in this Section 14 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.

During the term of any Order Form and for 24 months thereafter, neither party will directly solicit for employment any employee or contractor of the other who was materially involved in the Services, excluding responses to general public advertisements or recruitment campaigns.

Client authorizes teiō to use Client’s name and logo in customer lists, presentations, website, and other marketing and promotional materials. Use of Client’s name or logo in case studies, detailed references, or attributed quotes requires Client’s prior written consent, not to be unreasonably withheld.

This Agreement, together with all Order Forms, schedules, exhibits, and referenced Statements of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

In the event of a conflict between these Master Terms and an Order Form, the Order Form controls for the specific engagement described therein. In the event of a conflict between an Order Form and a Statement of Work, the Order Form controls.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party, except that scope changes may be made per Section 2.4.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver is effective unless made in writing by an authorized representative.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

All formal legal notices shall be in writing and delivered by: (a) email with written confirmation of receipt; or (b) recognized overnight courier to the address in the applicable Order Form. Notices to teiō shall be sent to ops@teio.ai. Routine operational communications may be sent by email without confirmation requirements.

Neither party may assign this Agreement or any Order Form without the other party’s prior written consent, not to be unreasonably withheld. Either party may assign this Agreement without consent to: (a) an affiliate; or (b) a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement in writing. Any purported assignment in violation of this section is void.

Neither party shall be in default or liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government actions, pandemics, or internet or telecommunications failures, provided that the affected party: (a) notifies the other party promptly; and (b) uses reasonable efforts to mitigate the impact and resume performance as soon as practicable.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means (including DocuSign, PDF, or similar) shall be deemed original signatures for all purposes.

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

teiō may update these Master Terms from time to time by posting a revised version at teio.ai/terms. The version of the Master Terms in effect on the Effective Date of an Order Form shall govern that Order Form for its duration and shall not be modified by any subsequent update, except (a) as required to comply with applicable law, (b) to address a material security or operational risk, or (c) by written amendment signed by both parties pursuant to Section 15.6.

Updated Master Terms will apply automatically to Order Forms executed on or after the date the update is posted. teiō will use commercially reasonable efforts to provide Client with at least thirty (30) days’ prior written notice (which may be by email to Client’s designated contact) of material changes before they take effect for new Order Forms. For the avoidance of doubt, nothing in this Section 15.14 permits teiō to unilaterally modify the commercial terms, scope, fees, or service levels of any executed Order Form.