Last Updated: February 27, 2026

By using any of the services provided by Taktile Limited (“Taktile,” “we,” “us,” or “our”), including but not limited to the hosted subscription services of the Platform for automated decision flows, or by integrating the Platform through an API, you are agreeing to the following terms and conditions (“Terms of Service” or “TOS”). We may refer to Taktile and Customer as a “Party”, or collectively as the “Parties” in these Terms of Service.

IF YOU HAVE A SEPARATE, SIGNED AGREEMENT GOVERNING YOUR USE OF THE TAKTILE SERVICES, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS TOS. OTHERWISE, BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS TOS, OR (2) USING THE SERVICES IN WHOLE OR IN PART, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

This TOS shall be effective as of the earlier of (a) the effective date of the first Order Form referencing this TOS, or (b) your initial access to the Taktile Services (“Effective Date”). “You,” “your,” or “Customer” means the person or legal entity accessing or using the Subscription Services. Your agreement with us regarding compliance with these Terms of Service becomes effective immediately upon commencement of your use of the Taktile Services.

Taktile provides a software platform for authoring, data-driven evaluation, and hosting of automated decision flows (“Platform”). The Platform enables business analysts and data scientists to turn decision flows into production-grade application programming interfaces (APIs). Engineers can put those APIs to use in client-facing applications.  Taktile further provides certain remotely provided engineering services to support Customer in its use of the Platform (“Solution Engineering Services” and collectively with the Platform, the “Taktile Services”). 

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, but only for so long as such control exists. As used here, “Control,” means direct or indirect ownership or control of more than 50% of the voting interests. 

“AI Agents” means Platform functionality that incorporates large language models (LLMs) or other generative AI technologies to provide decision assistance within Customer’s decision flows, and/or autonomous agents capable of executing defined actions based on decision flow outputs, as further described in Section 3.3.

“TOS” means these Terms of Service, including its Annexes, any Order Form referencing these Terms of Service, and a Data Protection Addendum. 

“Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Taktile Services under the rights granted to Customer pursuant to this TOS. 

“Confidential Information” means any non-public information disclosed by or on behalf of a Party to the other Party in connection with this TOS, whether orally or in written, electronic, or other form or media, that relates to a Party’s business affairs, products, technology, intellectual property, trade secrets, financial information, customer lists, pricing, or other sensitive or proprietary information. Without limiting the foregoing, (a) Customer Data shall be deemed Confidential Information of Customer, and (b) the Platform, Documentation, Taktile IP, and the terms and pricing of this TOS and any Order Form shall be deemed Confidential Information of Taktile, in each case regardless of whether marked or designated as confidential. Confidential Information does not include information that, at the time of disclosure, is: (i) in the public domain through no fault of the receiving Party; (ii) known to the receiving Party without restriction at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. 

“Covered Personal Information” means personal data or personal information that is Customer Data and has been or will be uploaded by (or on behalf of) Customer to the Taktile Platform for processing through Customer’s decision flows. For avoidance of doubt, Covered Personal Information does not include: (a) Usage Data; (b) business contact information of Authorized Users used for account access and platform administration (e.g., names, business email addresses, login credentials); or (c) any information that does not constitute 'personal data' or 'personal information' under applicable Privacy Laws.

“Customer Account” means the Customer’s instance of the Platform and access to the Customer’s selected Taktile Services. Customer will approve Authorized Users to access the Taktile Services via the Customer Account.

“Customer Data” means (i) data and information provided by Customer on the Platform and/or inputted, uploaded and/or shared by Customer, Authorized Users or Taktile on Customer’s behalf, for the purpose of using the Platform, or (ii) data Customer collects and processes through Customer’s use of the Platform, in each case except to the extent such information and data is aggregated and anonymized pursuant to the terms of this TOS. Customer Data may include Covered Personal Information. 

“Decision” means an API call to a decision flow hosted on the Platform, which may include API calls to multiple sub-flows to form an end-to-end business assessment such as combining various types of validation checks and risk assessments to form an overarching credit underwriting assessment on one applicant. 

“Documentation” means Taktile’s user manuals, handbooks, and guides describing the functionalities and specifications of the Taktile Services which can be found via this link. 

“Feedback” means any ideas, feedback or suggestions regarding any of Taktile’s products, services, or other offerings. 

“Fees” means the fees payable by Customer for the Taktile Services as defined in the Order Form or any additional agreement between the Parties from time to time. 

“Intellectual Property” means all rights of the following types: (a) rights associated with works of authorship, including copyrights; (b) trademarks, logos, business names, and similar rights; (c) trade secrets; (d) patents and industrial designs; (e) design rights; (f) other proprietary rights; and (g) rights in applications, registrations, and renewals of any of the rights referred to above.

“Losses” means any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction.

“Order Form” means the applicable ordering document as agreed and signed by the Parties for the Taktile Services that references these Terms of Service.

“Platform” means the software platform for authoring, data-driven evaluation, and hosting of automated decision flows that enables business analysts and data scientists to quickly turn decision flows into production grade application programming interfaces (APIs). 

“SLA” means Taktile’s Service Level Agreement available at https://www.taktile.com/sla.

“Subscription” means the limited, non-exclusive, non-sublicensable, non-transferable right to use the Platform as set forth in each Order Form, for Customer’s internal business purposes and solely in accordance with all applicable Documentation and this TOS. 

“Subscription Term” means the duration of an Order Form for Customer’s use of the Platform, starting on the Start Date. 

“Taktile IP” means all Intellectual Property rights in the Platform, the Documentation and Intellectual Property based on findings and innovations developed by Taktile in course of providing the Taktile Services. 

“Taktile Services” means the services described in an Order Form or made available to Customer under this TOS, including the Platform as described in the applicable Documentation, and Solution Engineering Services.

“Usage Data” means data and information collected, generated, or derived by Taktile in connection with Customer’s use of the Platform, including but not limited to query logs, metadata, interaction data, system performance data, and statistical or analytical information related to usage patterns, configurations, or trends. 

2. USE OF THE PLATFORM

2.1 Right to Use. Subject to the terms and conditions of these Terms of Service and any additional terms and usage limits included in an Order Form, Taktile provides Customer and Customer’s Authorized Users a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform on a subscription basis during the Subscription Term as reflected in an applicable Order Form. 

2.2 Use Guidelines. Customer’s right to use the Platform and the Documentation under this TOS does not grant any exploitation rights, in particular but not limited to any right of reproduction, right of distribution, right of exhibition, right of recitation, performance, and presentation, right of making works available to the public, right of broadcasting or any right of adaptations and transformations  under any applicable copyright laws.

Customer will not use and will cause its Authorized Users not to use the Platform for any purposes beyond the scope of the access granted in this TOS. Customer will not at any time, directly or indirectly, and will not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation; or (v) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, policy, or regulation.

2.3 Compliance with Laws.  Customer agrees that Customer’s use of the Platform will comply with all applicable laws and regulations, including, without limitation, all applicable anti-corruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, data protection and data privacy laws, intellectual property rights, and modern slavery and human trafficking laws. For Customers subject to financial services regulations, Customer acknowledges its responsibility to ensure that its use of the Platform, including any automated decision-making, complies with applicable fair lending, credit reporting, consumer protection, and model governance requirements. Taktile shall have the right to terminate this TOS upon thirty (30) days’ written notice (or immediately for violations involving sanctions, export controls, or anti-corruption laws) for any actual breach of this Section 2.3. 

2.4 Customer Responsibility. Customer shall be responsible and liable for all uses of the Platform and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this TOS. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this TOS if taken by Customer will be deemed a breach of this TOS by Customer. 

2.5 Compliance with Privacy Laws. Taktile will comply with all Privacy Laws applicable to Taktile’s processing of Covered Personal Information in its role as processor, service provider, or operator. Customer will comply with all Privacy Laws applicable to Customer's processing of Covered Personal Information in its role as controller, business, or controlador. Each Party is responsible for its own compliance obligations under applicable Privacy Laws.

2.6 Affiliates. This TOS is entered into by Customer for and on behalf of itself and its Affiliates (where so stated in an Order Form). Any such Affiliate shall be entitled to perform any of the obligations and exercise any of the rights of Customer under this TOS, but only Customer shall be entitled to enforce the rights granted to Customer under this TOS, for and on behalf of such Affiliates. Any act or omission of any Affiliate shall be deemed to be an act or omission of Customer. Any loss, damage, liability, costs, and expenses incurred by any such Affiliate shall be deemed to be incurred by Customer. Any such Affiliate may also enter into a separate agreement at any time.

3. THE PLATFORM

3.1 The Platform is a cloud-based software solution that enables Customer to design, build, test, deploy, and manage automated decision flows for use in Customer’s business operations. Core Platform functionality includes: (a) no-code and low-code tools for creating and configuring decision logic, including rule-based conditions, scoring models, and workflow orchestration; (b) capabilities to connect Customer’s internal data sources and Third-Party Services; (c) sandbox environments and back testing tools to evaluate decision flow performance; (d) hosting of decision flows as production-grade APIs; (e) dashboards, reporting tools, and audit logs to track decision outcomes and support compliance requirements; (f) version control and governance tools to support model auditability; and (g) where reflected on an applicable Order Form, AI Agents functionality incorporating large language models or other generative AI technologies to provide decision assistance and/or autonomous task execution within decision flows. The specific features and functionality available to Customer are determined by Customer’s Subscription as reflected in the applicable Order Form.

3.2 Data Processing Model. Customer acknowledges that the Platform provides tools and infrastructure for Customer to design and deploy decision logic flows, but Customer retains full control over:

(a) the data input into the Platform, including Customer Data and data obtained from Third-Party Services;

(b) the selection and configuration of Third-Party Services connected to the Platform;

(c) the decision logic, rules, parameters, thresholds, and models configured within the Platform; and

(d) how Platform outputs, including decision results and analytics, are used in Customer’s business processes.

Customer is solely responsible for ensuring that all data inputs, Third-Party Service connections, decision logic configurations, and use of Platform outputs comply with applicable laws and regulations, including obtaining all necessary consents from data subjects and any required regulatory approvals. Taktile does not determine the purposes or means of processing Customer Data; Customer acts as the data controller (or equivalent under applicable law) with respect to Customer Data processed through the Platform.

(e) Platform Compliance Disclaimer. Customer acknowledges that the Platform is a configurable software tool and does not, by itself, ensure compliance with any laws or regulations applicable to Customer's business. Taktile's compliance with laws applicable to the operation of the Platform does not constitute or imply that Customer's use of the Platform or Customer's decision logic complies with laws applicable to Customer. Customer is solely responsible for ensuring that its configuration and use of the Platform, including all decision logic, rules, models, data inputs, and outputs, complies with all laws and regulations applicable to Customer's business, industry, and jurisdiction.

3.3 AI Agents. The following terms apply only if Customer’s use of the Platform includes AI Agents functionality, as reflected on an applicable Order Form.

(a) Description. “AI Agents” means the Taktile Platform functionality that incorporates large language models (LLMs) or other generative AI technologies, including: (i) “Pre-Built AI Agents,” which are specialized software components developed by Taktile to perform specific tasks (e.g., document processing or financial spreading); and (ii) “Agent Builder,” which is the toolset enabling Customer to configure, launch, and iterate on its own custom agents. AI Agents are designed to provide decision assistance, automate manual tasks, and/or execute defined actions based on decision flow outputs. Pre-Built AI Agents are part of Taktile IP.

(b) Customer Control and Responsibility. Customer retains full control over the configuration, deployment, and use of AI Agents within the Platform, including:

(i) defining the scope of tasks and actions AI Agents may perform;

(ii) establishing guardrails, approval workflows, and human oversight mechanisms;

(iii) configuring thresholds for autonomous action versus human review;

(iv) monitoring AI Agent outputs and performance; 

(v) enabling or disabling AI Agents functionality for the Customer Account through an administrative control, which may only be activated by a Customer-designated administrator (“AI Enablement”); and

(vi) where multiple AI model providers are available, determining which AI model providers are made available to Authorized Users within the Customer Account.

Customer is solely responsible for all decisions made using AI Agent outputs and for implementing appropriate human oversight, validation, and bias monitoring procedures as required by applicable laws and regulations, including any requirements under the EU AI Act, fair lending laws, or other AI governance frameworks applicable to Customer’s industry or jurisdiction.

(c) AI Output Limitations. Customer acknowledges that AI Agents utilize machine learning and generative AI technologies that may produce outputs that are inaccurate, incomplete, or inconsistent. AI Agent outputs are provided as decision support tools and do not constitute legal, financial, or regulatory advice. Customer shall not rely on AI Agent outputs as the sole basis for decisions that have material legal, financial, or regulatory consequences without appropriate human review.

(d) Explainability and Auditability. Where available, the Platform provides tools to support explainability and auditability of AI Agent outputs, including logging, versioning, and decision tracing. Customer is responsible for configuring and using these tools to meet its regulatory and compliance requirements.

(e) Prohibited Uses. Customer shall not use AI Agents in a manner that: 

(i) violates applicable laws, including laws governing automated decision-making, consumer protection, or anti-discrimination;

(ii) processes categories of data prohibited under Customer’s Order Form or applicable law; or

(iii) makes fully autonomous decisions in high-risk contexts (as defined under applicable AI regulations) without implementing required human oversight mechanisms.

(f) No Warranty of AI Outputs. Customer’s use of AI Agents is subject to the disclaimers and limitations set forth in Section 8 (Warranties & Disclaimer), including without limitation Section 8.5 (AI and Machine Learning Disclaimer).

(g) AI Model Provider Selection. Where Customer's Subscription includes AI Agents functionality, Customer's designated administrator shall determine which AI model interference providers (e.g., AWS Bedrock. Anthropic, OpenAI, Google) are available to Authorized Users within the Customer Account. Individual Authorized Users may then select from among the administrator-approved providers for their use of AI Agents and related features. Customer acknowledges that: (i) each AI model provider constitutes an Subprocessor as defined in the DPA, and the administrator's enablement of such provider constitutes Customer’s documented instruction to process Covered Personal Information through that provider; (ii) Covered Personal Information processed through third-party AI model providers may be transferred to and processed in jurisdictions outside Customer’s primary data processing location, as specified in the DPA; and (iii) Customer is responsible for ensuring that the selection and use of AI model providers complies with Customer's regulatory obligations, internal policies, and applicable laws. Customer may deactivate any AI model provider at any time through the Platform's administrative controls.

3.4 Third-Party Integrations and Services. The Platform may enable access to third-party data providers, services, and integrations (“Third-Party Services”). These integrations may involve:

(a) Technical Enablement Only (“Integrator Model”). Taktile provides technical connectivity to Third-Party Services, and Customer enters into a direct contractual relationship with the third-party provider; or

(b) Reseller Arrangement. Taktile acts as a reseller of the Third-Party Services, in which case Customer’s use is governed by the applicable terms between Customer and Taktile.

(c) Customer Responsibilities. Customer is solely responsible for: (i) ensuring that its use of Third-Party Services complies with all applicable contractual, legal, and regulatory requirements, including any obligations agreed between Customer and the third-party provider; (ii) configuring the Platform and using available controls (e.g., retention settings, access controls, audit logs) to ensure compliance with Customer’s internal policies, applicable laws, and the terms of Customer’s agreements with Third-Party Service providers; and (iii) obtaining all necessary consents and approvals for data sharing with Third-Party Services.

(d) Taktile Obligations. Taktile will make Third-Party Services technically available to Customer via the Platform in accordance with this TOS and Taktile’s Global DPA. Taktile is responsible for providing and maintaining Third-Party Service integrations solely as provided for in this TOS.

(e) Third-Party Services Disclaimer. Customer’s use of Third-Party Services is subject to the disclaimers set forth in Section 8 (Warranties & Disclaimer), including Section 8.4 (Disclaimer of Third-Party Services).

3.5 Beta Features and Sandbox Environments. 

(a) Beta Features. Taktile may provide Customer access to beta features, pilot programs, or experimental functionality (“Beta Features”). Beta Features are provided “AS-IS” without warranties of any kind and are not covered by the SLA. Customer must comply with any additional terms applicable to Beta Features and should not rely on Beta Features for production use. Taktile may modify or discontinue Beta Features at any time without notice or liability.

(b) Sandbox Environments. Taktile shall provide Customer access to a testing environment (“Sandbox”) where the Platform can be tested securely, subject to usage limitations specified in the applicable Order Form or Documentation. Sandbox environments are intended for testing and development purposes only and should not be used for production workloads.

3.6 Updates and Modifications. Taktile reserves the right to modify, enhance, adapt, discontinue, or change the Platform, including any features or functionalities thereof, at Taktile’s discretion to improve performance and ensure compliance with applicable law. Such changes will be subject to the following terms:

(a) Notification. Taktile will use commercially reasonable efforts to provide advance notice of changes that materially adversely impact Customer’s use of the Taktile Services. For changes affecting a limited number of Customers or for emergency updates necessary to maintain the integrity of the Taktile Services, notice may be provided through Platform updates or email notifications.

(b) New Features and Functionality. Any new features or functionality added to Taktile Services and made generally available may be subject to additional terms, and acceptance of which will be required for use of such features or functionality. If applicable, additional fees for new features or functionality shall be agreed upon via a signed Order Form and/or amendment or addendum to these Terms of Service.

3.7 Solution Engineering Services.

(a) SOW. If applicable to Customer’s use of the Platform, Taktile shall provide Solution Engineering Services (“SES”) to Customer if and as agreed in by a separate statement of work (“SOW”) entered into between the Parties from time to time. Each such SOW shall be governed by, and form an integral part of, these Terms of Service between the Parties, unless expressly stated otherwise therein.

(b) SES Performance. The performance of the Solution Engineering Services is contingent on Customer (i) fulfilling any dependencies or prerequisites set out in the applicable SOW, (ii) making timely decisions and providing accurate information reasonably necessary for the provision of the Solution Engineering Services, and (iii) granting Taktile reasonable access to its personnel, systems, data, or premises as needed to perform the Solution Engineering Services. 

3.8 SLA. The SLA, in its current version available at https://www.taktile.com/sla, is incorporated into this TOS by reference. Taktile will provide the Platform in accordance with the SLA. The SLA sets forth Customer’s sole and exclusive remedies for any failure by Taktile to meet the service levels specified therein.

4. PAYMENT OF FEES

4.1 Fees. The fees payable by Customer for the Taktile Services are defined in the Order Form or any additional agreement between the Parties from time to time (“Fees”). 

4.2 Taxes. All Fees and other amounts payable by Customer to Taktile under this Agreement are exclusive of (a) any value-added, sales, use, excise, or other similar consumption-based taxes imposed on the supply of goods or services, and (b) any withholding taxes. Customer shall be responsible for and shall pay all applicable value-added, sales, use, excise, and other similar consumption-based taxes, fees, and surcharges imposed on the supply of goods or services under this Agreement, as legally or by custom borne by a purchaser of goods or services. All payments to Taktile hereunder shall be made free and clear of, and without deduction or withholding for, any present or future income, profits, corporate, or other similar taxes, duties, levies, imposts, or other charges of whatsoever nature (hereinafter collectively referred to as “Withholding Taxes”) imposed by any governmental or taxing authority of Customer’s jurisdiction. If any Withholding Taxes are required by law to be withheld or deducted from any payment due to Taktile under this Agreement, Customer shall pay to Taktile such additional amount as will, after deduction or withholding of such Withholding Taxes, ensure that Taktile receives the full amount that would have been received had no such deduction or withholding been made. Customer shall promptly provide Taktile with official tax receipts or other appropriate documentation issued by the relevant governmental or taxing authority evidencing the payment of any such Withholding Taxes.

4.3 Payment Terms. Except as otherwise stated in the Order Form, payment of the Fees shall become due annually, starting at the beginning of the Subscription Term, within thirty (30) days following receipt by the Customer of a due invoice.

4.4 Payment Method. Customer may receive invoices and make payments in any manner agreed upon with Taktile, as outlined in a signed Order Form. If Customer has elected to make payments via credit card, charge card, debit card, or financial institution account (herein “Payment Method”) for all charges to Customer’s accounts with Taktile, Customer hereby authorizes Taktile to charge Customer’s Payment Method for the Fees. When Customer provides a Payment Method to Taktile, Customer confirms that it is permitted to use that Payment Method, and Customer also authorizes Taktile’s third-party payment processor to receive, collect, and store Customer’s Payment Method information, along with other related transaction information. When Customer makes a purchase, Customer authorizes Taktile (and Taktile’s designated payment processor) to charge the full amount to the Payment Method Customer designates for the transaction. Customer agrees to submit any disputes regarding any invoices related to Customer’s account in writing to Taktile within thirty (30) days of the receipt of the invoice. Otherwise, such dispute will be waived, and such invoice will be final and not subject to challenge.

4.5 Payment Failure and Suspension. If Customer’s Payment Method fails or Customer’s account is past due, and Customer has not cured such failure to pay within thirty (30) days of written notice of any past due amounts, (i) Customer agrees to pay all amounts due on Customer’s account upon demand and reimburse Taktile for all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by Taktile (including costs and related expenses) that were caused by or arising out of payments that Customer authorized or accepted, (ii) Taktile may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with Taktile) and (iii) Taktile may, upon five (5) business days’ prior written notice to Customer (except in cases of security emergencies or Customer’s material breach of Section 2.3 (Compliance with Laws), where immediate suspension may occur), suspend access to, deactivate, or terminate and delete the Customer Account and any Authorized Users, including all Taktile Services Customer has with Taktile. For Customers subject to financial services regulations, Taktile will provide reasonable advance notice to allow Customer to implement alternative arrangements where operationally feasible. Taktile is not responsible for any loss or damage to Customer or any third party that may be incurred as a result of any suspension, deactivation, termination, or deletion of the Customer Account. Any Fees not paid when due shall accrue statutory default interest from the due date until payment is made, whether before or after judgment.

5. TERM AND TERMINATION

5.1 Term. These Terms of Service shall commence upon the earlier of (i) the specific day stated in the Order Form when the first Subscription Term becomes active and the Customer is typically granted access to the Platform, or (ii) Customer’s first access to the Taktile Services (the “Start Date”) and shall continue so long as any Order Form remains in effect, unless earlier terminated in accordance with these Terms of Service (the “Term”). If the Term expires, the Parties agree that they may reactivate this by executing a new Order Form that references these Terms of Service.

5.2 Subscription Term. The Subscription Term starts on the Start Date and continues for so long as there is an active Subscription Term. Each Subscription Term shall renew automatically for succeeding terms of one (1) year each, on the same terms that are in place on the renewal date excluding any discounts, unless either Party gives written notice to the other at least thirty (30) days prior to the end date of the then active Subscription Term, or unless the Subscription Term is terminated in accordance with Section 5.3  below.

5.3 Termination for Cause. Either Party may terminate these Terms of Service and all Order Forms upon thirty (30) days’ prior written notice in the event of a material breach unless such breach is cured during the notice period.  Either Party may immediately terminate these Terms of Service upon written notice to the other Party (i) upon the institution by or against the other Party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other Party’s making an assignment for the benefit of creditors, or (iii) upon the other Party’s dissolution or ceasing to do business.

5.4 Termination for Material Degradation of the Platform. In the event Taktile materially reduces or eliminates core Platform functionality that materially limits Customer’s use of the Platform, not required by applicable law or regulatory requirement, the following terms shall apply:

(a) Right to Terminate. Customer may terminate the affected Subscription Services by providing written notice to Taktile at legal@taktile.com, provided such termination is exercised within thirty (30) days of Customer’s receipt of Taktile’s notice of the reduction or elimination of functionality pursuant to Section 3.6(a). The termination shall be effective sixty (60) days from the date Taktile receives Customer’s termination notice.

(b) Cure Period. Taktile shall have thirty (30) days from receipt of Customer’s termination notice to cure the degradation by restoring the affected functionality, providing functionally equivalent alternative features, or providing a commercially reasonable workaround. If Taktile cures the degradation within this period, Customer’s termination right shall not apply and the Agreement shall continue in full force and effect.

(c) Refund. If Taktile does not cure the degradation within the cure period and Customer’s termination becomes effective, Taktile will issue a prorated refund of Fees prepaid but not yet used as of the effective date of termination, calculated based on the portion of the Subscription Term remaining after the termination date.

(d) Exclusions. This Section 5.4 does not apply to: (i) changes to Third-Party Services or integrations, including services resold by Taktile; (ii) discontinuation of Beta Features; (iii) changes required by applicable law or regulatory requirement; (iv) changes that do not materially impact Customer’s ability to use the Platform for its intended purposes; or (v) modifications or enhancements that improve, replace, or update functionality without materially reducing Customer’s use of the Platform.

5.5 Effects of Termination. Unless otherwise agreed to by the Parties, upon termination of this TOS and any Order Form, Customer shall cease using the Platform immediately.  If termination is due to Taktile’s uncured material breach, Taktile will reimburse Customer for Fees prepaid, but not yet used as of the termination date.  If termination is due to Customer’s uncured material breach, Customer shall remain obligated to pay all Fees owed (whether paid or payable) for the remainder of the Subscription Term showing on your then-current Order Form.  Notice of any material breach must be provided within thirty (30) days from learning of the material breach, for this Section 5.4 to be applicable. In no event will termination relieve Customer from its obligation to pay any fees payable to Taktile for the period prior to the effective date of termination. 

6. CONFIDENTIALITY

6.1 Confidential Information. From time to time during the Term, either Party may disclose or make Confidential Information available to the other Party. Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. 

6.2 Non-Disclosure. The receiving Party will not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s Affiliates or its Affiliates’ legal representatives, employees, or agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. 

6.3 Legal Compliance. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party. 

6.4 Survival. This Section 6 shall survive the expiry or termination of these Terms of Service for two (2) years after such termination. 

7. OWNERSHIP AND DATA ANALYTICS

7.1 Customer Ownership. 

(a) Customer Ownership. As between the Parties, Customer retains all intellectual property and other rights in Customer Data, decision logic, and configurations provided to the Platform (“Inputs”). Customer owns the decision results, risk scores, and analytics generated by the Platform specifically for Customer (“Outputs”), excluding any data, scores, or reports provided by Third-Party Services, which are subject to the intellectual property and usage rights of such third-party providers.

(b) Third-Party Data Rights. Customer acknowledges that Outputs may incorporate data, scores, or reports licensed from third-party data providers (including credit bureaus, fraud detection services, identity verification providers, and data enrichment services). Taktile does not own and does not grant ownership or usage rights in such third-party data. Customer’s rights to access and use third-party data are governed exclusively by: (i) Customer’s direct agreements with such third-party providers, or (ii) the applicable third-party provider end-user terms where Taktile provisions access as a reseller or intermediary.

(c) License to Taktile. Customer grants Taktile and its Affiliates a limited, non-exclusive license to use, process, store, and display Inputs and Outputs solely in connection with providing the Taktile Services to Customer, including to operate the Platform, generate decision results, and sublicense such rights to subprocessors and third-party data providers as necessary to provide the Taktile Services.

(d) Customer-Specific Performance Analysis License. Where Customer’s Subscription includes AI Agents functionality, Customer grants Taktile a limited, non-exclusive license to use Customer Data processed through the Platform solely to benchmark, evaluate, and improve the performance and quality of the Taktile Services (including AI Agents) as provided to that Customer. For the avoidance of doubt: (i) Taktile shall not use Customer Data processed under this Section to train or fine-tune any first-party or third-party machine learning or AI models; and (ii) any analysis conducted under this Section shall be subject to the confidentiality obligations in Section 6 and the data processing restrictions in the DPA.

7.2 Taktile Ownership. Customer acknowledges and agrees that Taktile owns all Intellectual Property rights in the Platform, the Documentation, and Intellectual Property based on findings and innovations developed by Taktile in the course of providing Taktile Services (“Taktile IP”). For clarity, any deliverables, work results, or other outputs created in the course of providing Taktile Services shall also form part of the Taktile IP, unless expressly agreed otherwise in writing.

7.3 Usage Data and Platform Improvement. Taktile may collect, use, and analyze Usage Data. Taktile retains all right, title, and interest in Usage Data and may use such data for its business purposes, including to develop, improve, support, and operate the Taktile Platform and related services. Usage Data is not Customer Data.  Customer acknowledges that the collection and use of Usage Data is integral to the operation of the Platform and cannot be disabled.

7.4 Feedback. The Parties are not required to provide Feedback. In the event a Party does provide Feedback to the other Party, such Party agrees that the other Party may freely use and exploit such Feedback without restriction and without any obligation to provide compensation or attribution.

7.5 No Implied Licenses. Except for the limited rights and licenses expressly granted under this TOS, nothing in this TOS grants, by implication, waiver or otherwise, any Intellectual Property rights or licenses. For the avoidance of doubt: (i) Customer retains all right, title, and interest in and to Customer Data and Inputs; and (ii) Taktile retains all right, title, and interest in and to the Platform, Documentation, Taktile IP, Usage Data, and Performance Metrics, in each case subject to the limited licenses expressly granted under this TOS.

7.6 Anonymized Performance Metrics. Taktile may create, use, and publish aggregated, anonymized performance metrics derived from the operation of the Platform, including AI Agent acceptance rates, suggestion accuracy rates, and similar quality indicators (“Performance Metrics”), provided that: (a) Performance Metrics are derived from data aggregated such that no individual Customer's data or usage patterns can be identified or reasonably inferred; (b) Performance Metrics do not include or reveal Customer Data, Confidential Information, decision logic, configurations, or any information attributable to an identifiable Customer; (c) Taktile applies industry-standard anonymization and aggregation techniques to prevent re-identification; and (d) Taktile does not publish Performance Metrics that could reasonably enable a third party to determine the identity, market segment, or business characteristics of any individual Customer.

8. WARRANTIES & DISCLAIMER

8.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the legal power and authority to enter into this TOS; and (ii) it has all rights necessary to enter into this TOS and to perform its obligations hereunder and does not and will not violate any other agreement to which such Party is a party.

8.2 Taktile Warranties. Taktile represents and warrants to the Customer that, during the Subscription Term, the Taktile Services provided by Taktile will be provided with reasonable skill and care and will perform in all material respects in accordance with the Documentation. Taktile further warrants that it will not materially decrease the functionality of the Platform during a Subscription Term. For any breach of a warranty in this Section, Customer’s exclusive remedies are those described in the Section titled “Term and Termination” and in the SLA.

8.3 Disclaimer of Warranties. Except for the warranties expressly set forth in this TOS and subject to Section 10 (Limitations of Liability), Taktile provides the Taktile Services, Documentation, and any other services to the fullest extent permitted by applicable law without further representations, warranties, conditions, or other terms. Taktile hereby excludes all other conditions, warranties, and terms that might otherwise be implied by statute, common law, or the law of equity, including but not limited to any implied terms or warranties of satisfactory quality, fitness for a particular purpose, or non-infringement. Specifically, and without limiting the generality of the foregoing, Taktile does not represent or warrant that the Taktile Services will be uninterrupted, error-free, or that they will meet Customer’s specific business requirements. 

8.4 Disclaimer of Third-Party Services. Taktile is not responsible for and will not be liable for any third-party service that Customer may use, connect, or integrate with Customer’s use of the Services. For avoidance of doubt, Taktile is not responsible for any delays, delivery failures, or other damages resulting from such problems that are not directly controlled or managed by Taktile. Taktile is not responsible for and will not be liable for data or content made available through third-party services. Taktile does not control or vet the data or content made available through third-party services and will not be responsible for anything Customer shares or pulls from or through third-party services via the Platform.

8.5 AI and Machine Learning Disclaimer. The Platform incorporates artificial intelligence and machine learning technologies to support automated decision flows. While these technologies are designed to assist in decision-making processes, Customer acknowledges that AI and machine learning models have inherent limitations and may produce unexpected or inaccurate results. Customer retains full control over decision logic, thresholds, and final decision outcomes through the Platform’s configuration tools. Customer is solely responsible for all business decisions made using Platform outputs and for ensuring that its use of AI-generated outputs complies with applicable laws and regulations, including those governing credit, fraud, and risk assessment decisions. Customer acknowledges that it is responsible for implementing appropriate human oversight, model validation, and bias monitoring procedures as required by applicable regulations. Taktile disclaims liability for any decisions made based on Platform outputs.

9. INDEMNIFICATION

9.1 Customer Indemnity. Customer shall defend Taktile and Taktile’s Affiliates, or at Customer’s option, settle any claim or action brought against Taktile or Taktile's Affiliates by a third party arising from or related to Customer Data, and will indemnify Taktile and Taktile’s Affiliates for any Losses. 

9.2 Taktile Indemnity. Taktile shall defend Customer, or at Taktile’s option, settle any claim or action brought against Customer by a third party alleging that Customer’s access and use of the Platform or Taktile IP in compliance with these Terms of Service infringes a third party’s intellectual property rights and will indemnify Customer for any Losses. 

9.3 Indemnity Exclusions. Notwithstanding the foregoing, Taktile will have no indemnity or remedy obligation for claims of infringement resulting or alleged to result from: (i) any modification of the Platform by Customer or a third party on Customer’s behalf; or (ii) Customer’s failure, within a reasonable time frame, to implement any replacement or modification of the Platform provided by Taktile. 

9.4 Infringement Remedies. If Taktile determines that the Platform is likely to infringe a third party’s intellectual property rights, Taktile will have the option, at Taktile’s sole discretion and expense, to either: (i) replace the such part of the Platform; (ii) modify such part of the Platform to make it non-infringing; (iii) procure the right for Customer to continue using such Platform; (iv) or terminate the applicable Order Form and provide a pro-rata refund of Fees paid by Customer relating to the remainder of the Subscription Term during which Customer shall not have use of the Taktile Platform. 

9.5 Indemnification Procedure.  The indemnified Party shall provide the indemnifying Party with (i) prompt written notice upon learning of any such potential claim or claims (provided, however, that failure to give prompt notice will not relieve the indemnifying Party of any liability hereunder, except to the extent the indemnifying Party has suffered actual material prejudice by such failure); (ii) sole control of the defense, investigation, and settlement of any such claim, provided that an indemnifying Party will not settle any such action without the written consent of the indemnified Party; and (iii) reasonable cooperation (at the indemnifying Party’s sole expense) in the defense, investigation and settlement of any such claim.  Notwithstanding anything herein to the contrary, the indemnifying Party will not settle any claims for which it has an obligation to indemnify under this Section 9.5 admitting liability or fault on behalf of the indemnified party, nor create any obligation on behalf of the indemnified party without the indemnified Party’s prior written consent. 

9.6 Exclusive Remedy. The remedies set forth in Sections 9.2 and 9.4 constitute Customer’s sole and exclusive remedy and Taktile’s entire liability for any actual or alleged infringement of intellectual property rights by the Platform.

10. LIMITATIONS OF LIABILITY

10.1 Excluded Damages.  Neither Party excludes or limits liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be excluded or limited by applicable law; or (iv) any Fees due and payable by Customer under this TOS.

10.2 Liability Cap. 

Subject to Section 10.1, each Party’s total aggregate liability in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with this TOS shall in no event exceed the aggregate amount of Fees actually paid and payable to Taktile pursuant to the applicable Order Form within the twelve (12) month period immediately preceding the date of the event giving rise to the claim for damages. 

Notwithstanding Section 10.2(a), for claims specifically arising from unauthorized access, disclosure, or loss of Customer Data due to Taktile’s security breach or failure to comply with its data protection obligations, Taktile’s total aggregate liability shall be capped at one and one-half times (1.5x) the total Fees received by Taktile from Customer in the twelve (12) months immediately preceding the event giving rise to the liability.

Subject to Section 10.1, in no event will either Party be liable in contract, tort (including negligence), breach of statutory duty or otherwise, to the other Party for any consequential or indirect losses, or for loss of profits, loss of anticipated savings, loss of goodwill, or loss of business opportunity arising in relation to this TOS, howsoever caused.

10.3. Effect on Pricing. Customer acknowledges and agrees that Taktile has based its pricing on and entered into this TOS in reliance upon the limitations of liability and disclaimers of warranties and damages in this TOS and that such terms form an essential basis of the bargain between the Parties. Customer acknowledges that in the absence of such limitations, the pricing and other terms would be substantially different. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this TOS will survive and apply even if found to have failed of their essential purpose. In no event shall the limitations in this section apply to fees due for the Services under this TOS.

11. PRIVACY AND SECURITY

11.1 Customer Data Processing. If the event the Taktile Services includes the processing of Covered Personal Data, Taktile’s Global DPA (available at www.taktile.com/dpa) will apply.

11.2 Subprocessors. Taktile may delegate the Taktile Services to third parties, including those specified in Taktile’s Global DPA (www.taktile.com/dpa), , Taktile’s Affiliates, and as otherwise agreed by Customer in writing. Taktile remains responsible for the performance of Taktile’s obligations under this TOS, notwithstanding any such delegation. 

11.3 Data Security. Taktile maintains the information security practices and controls as stated in Taktile’s Global DPA (www.taktile.com/dpa).

11.4 Security Incidents. In the event of a security breach affecting Customer Data, Taktile will notify Customer without undue delay, but not less than forty-eight (48) hours, and provide reasonable assistance to Customer in responding to the breach, as required by applicable law.

11.5 Information Security Audit Reports. Customer may request a copy of Taktile’s current third-party audit report(s), such as a SOC2, ISO27001, or such other equivalent report via access to Taktile’s Trust Center.

11.6 Data Protection Compliance. Taktile will comply with all Privacy Laws applicable to Taktile’s role as a processor or service provider of Covered Personal Information, including implementing appropriate technical and organizational security measures as set forth in the DPA. Customer remains responsible for compliance with Privacy Laws applicable to Customer’s role as controller or business, including obtaining required consents, providing required notices, and ensuring lawful processing of Covered Personal Information.

12. GOVERNING LAW

12.1 Governing Law. This TOS shall be governed exclusively by the laws of England and Wales excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.2 Efforts to Resolve Disputes. Before pursuing formal proceedings, both Parties agree to attempt to resolve disputes amicably by notifying each other and negotiating in good faith for thirty (30) days.

12.3 Place of Jurisdiction. Both Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for all purposes. Notwithstanding the foregoing, either Party may seek emergency relief or injunctive relief in a court of competent jurisdiction.

13. MISCELLANEOUS

13.1 No Third-Party Beneficiaries. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this TOS. No person who is not a Party to this TOS shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this TOS.

13.2 Assignment. Neither Party may assign this TOS (by operation of law or otherwise) without the prior written consent of the other Party, and any prohibited assignment or sublicense will be null and void. Notwithstanding the foregoing, either Party may assign this TOS to an Affiliate or successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning Party’s assets or stock. Additionally, either Party may assign this TOS to any of its Affiliates upon thirty (30) days’ prior written notice to the other Party. This TOS will be binding upon and inure to the benefit of the Parties permitted successors and/or assignees. 

13.3 Severability. If any provision or part-provision of this TOS is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this TOS. If any provision or part-provision of this TOS is deemed deleted under this Section 13.3, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Notices. All notices hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, or (ii) two business days after sending by email. Emails to Taktile shall be directed at legal@taktile.com, and e-mails to Customer shall be addressed to the administrative contact designated in the Order Form. Notices relating to a party’s indemnity obligations must be sent by registered mail and email.

13.5 Force Majeure. Except with respect to delays or failures caused by the negligent act or omission of either Party, any delay in or failure of performance by either Party under this TOS will not be considered a breach of this TOS and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party which may include, acts of God, power outages, or failures of the Internet or hosted service provider, provided that the Party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel, or supplies, any other industrial disturbance, or outage or delay of one or more of the data providers. If the act or condition beyond a Party’s reasonable control that prevents that Party from performing any of its obligations under this TOS continues for thirty (30) business days or more, then the other Party may terminate this TOS immediately upon written notice to the non-performing Party.

13.6 Publicity. Subject to Customer’s prior written consent, Taktile may identify Customer as a customer of Taktile to other Taktile customers, prospective customers, investors, and business partners, including for purposes of business development, sales, marketing, and facilitating Customer-controlled data sharing hereunder. Upon Customer’s written request, Taktile will promptly remove any such marks from Taktile’s website and, to the extent commercially feasible, Taktile’s marketing materials.

13.7 Modification. We expressly reserve the right to amend these Terms of Service from time to time upon thirty (30) days’ prior written notice to you (including, without limitation, via electronic notification or notification on our website at www.taktile.com). You agree that it is your responsibility to review these Terms of Service from time to time and to familiarize yourself with any modifications. If you do not raise any objections to the changes within thirty (30) days of receipt of notice, your continued use of the Platform or the Taktile Services will constitute acknowledgement of the modifications and agreement to abide and be bound by the revised Terms of Service. You can review the most current version of the Terms of Service at any time at: http://www.taktile.com/terms-of-service. For questions about the Terms of Service please email legal@taktile.com.

13.8 Order of Precedence. In the event of a conflict between the terms of an Order Form and this TOS, the Order Form shall take precedence. In such event, the Order Form shall expressly reference this TOS and the Section where the Order Form is intended to supersede. In the event of a conflict between the DPA and this TOS, the DPA shall take precedence.

13.9 Communication. By using the Taktile Services, Customer agrees that Taktile may communicate with Customer electronically regarding administrative, security, and other issues relating to Customer’s use of the Taktile Services. Customer agrees that any notices, agreements, disclosures, or other communications that Taktile sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect Customer’s statutory rights.

13.10 Relationship of Parties. The Parties are independent contractors. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

13.12 Entire Agreement. This TOS, including all Order Forms and any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this TOS shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted.

13.13 Time Limit for Claims. To the extent permitted by applicable law, no action, regardless of form, arising out of or relating to this TOS may be brought by either Party more than one (1) year after the cause of action has accrued. For the purposes of this Section, a cause of action shall be deemed to have accrued on the date that the Party bringing the action first knew, or reasonably ought to have known, of the facts giving rise to the claim. This Section 13.13 shall not apply to claims arising from willful misconduct, gross negligence, or any liability which cannot be limited by law (as set out in Section 10.1).

13.14 Interpretation. References to “include” and “including” means including without limiting the generality of any description preceding such term and “or” or “and/or” is not exclusive.