Client Terms

These Client Terms ("Client Terms") apply to businesses, organizations, and individuals ("Client," "you," or "your") who access, use, evaluate, or receive software, tools, or technology built, configured, or licensed by Timatsu LLC ("Timatsu," "we," "us," or "our") on a private or enterprise basis, whether under a separate written engagement agreement, a project scope, or an authorized pilot or partner arrangement. These Client Terms supplement the Terms of Service and the Privacy Policy; where they conflict with the general Terms of Service on matters covered here, these Client Terms control.

By accessing or using any software delivered or made available by Timatsu under an enterprise or partner arrangement, you agree to these Client Terms. If you are accepting on behalf of a company or other entity, you represent that you have authority to bind that entity.

Who These Terms Cover

These Client Terms apply whenever Timatsu builds, configures, licenses, or provides proprietary software, applications, platforms, or tooling to a Client on a private or enterprise basis. This includes custom software built exclusively for a Client, software built on the Timatsu platform and accessed by a Client under a partner arrangement, and early-access or pilot programs. They do not apply to publicly available products or features offered on a self-serve basis to the general public, which are governed separately.

Confidential Information

"Confidential Information" means any non-public information disclosed by Timatsu to Client in connection with the software or an engagement, whether in written, electronic, oral, visual, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. It includes, without limitation: the software and all of its components, code, architecture, data models, algorithms, APIs, and configuration; the design, flow, and methodology of the software; pricing and commercial terms specific to the engagement; unreleased product roadmaps and feature plans; and any documentation, technical data, or other materials Timatsu provides in connection with the software.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Client Terms or other obligation of confidentiality; (b) was rightfully known to Client before disclosure by Timatsu without restriction; (c) is received by Client from a third party not under a duty of confidentiality to Timatsu; or (d) is independently developed by Client without use of or reference to Timatsu's Confidential Information, as demonstrated by contemporaneous written records.

NDA Obligations

Because the software Timatsu builds for enterprise and partner Clients is proprietary and developed at substantial cost, protecting it from unauthorized disclosure is material to the relationship. You agree to the following obligations:

Non-Disclosure

Client shall not disclose, distribute, publish, transmit, share, or otherwise make available any Confidential Information to any person or entity other than Client's own employees, contractors, and advisors who (a) have a genuine need to know in connection with Client's authorized use of the software, and (b) are bound by confidentiality obligations at least as protective as those in these Client Terms. Client is responsible for any breach of these obligations by such persons.

Non-Use

Client shall use Confidential Information solely for the purpose of using the software as authorized. Client shall not use any Confidential Information to build, assist in building, or evaluate a competing product or service, to replicate the software's methodology or architecture in another system, or for any purpose beyond the authorized use.

Protection

Client shall protect Confidential Information using at least the same care it uses to protect its own confidential and proprietary information of comparable sensitivity, and in no event with less than reasonable care. Client shall promptly notify Timatsu at hello@timatsu.com upon becoming aware of any actual or reasonably suspected unauthorized disclosure or use of Confidential Information, and shall cooperate with Timatsu in mitigating any harm.

Required Disclosures

If Client is required by law, regulation, or court order to disclose Confidential Information, Client shall, to the extent legally permitted, provide Timatsu with prompt written notice so that Timatsu may seek a protective order or other appropriate relief. If such relief is not obtained, Client shall disclose only that portion of the Confidential Information that it is legally compelled to disclose.

Intellectual Property

All right, title, and interest in and to the software, including all source code, object code, documentation, design, architecture, user interfaces, databases, algorithms, and all modifications, updates, and derivative works thereof, and all associated intellectual property rights worldwide, are and remain the exclusive property of Timatsu LLC or its licensors. These Client Terms and any engagement do not transfer ownership of any intellectual property to Client, except to the extent that a separate written agreement between Client and Timatsu expressly and specifically states an assignment of a defined deliverable or component. Any rights not expressly granted here are reserved by Timatsu.

Subject to Client's compliance with these Client Terms and any applicable engagement agreement, Timatsu grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the software solely for Client's internal business purposes as authorized by Timatsu. This license terminates automatically upon the end of the engagement or upon any material breach of these Client Terms.

Client shall not, and shall not permit any third party to: reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or methods of the software; copy, reproduce, or create derivative works of the software or any portion of it; remove, alter, or obscure any proprietary notices or labels on the software; or use the software to develop or train any model, dataset, or competing system.

If Client provides feedback, suggestions, or ideas about the software, Client grants Timatsu a perpetual, irrevocable, royalty-free, worldwide license to use that feedback in any way, including incorporating it into the software, without any obligation or compensation to Client.

Permitted Use

Client may access and use the software only as expressly authorized under a written engagement agreement or by Timatsu in writing. Client shall not: share, sublicense, transfer, or resell access to the software to any third party; provide access credentials to any unauthorized person; use the software on behalf of, or to provide services to, any third party without Timatsu's written consent; or use the software in any way that violates applicable law or these Client Terms.

Client is responsible for all use of the software under its authorized access, including by its employees and contractors, and for keeping its credentials and access controls secure.

Client Data Protections

Timatsu recognizes that Clients entrust us with sensitive business information. The following protections apply to data Client provides to or through the software ("Client Data"):

Ownership

Client Data remains Client's property. Timatsu does not claim any ownership of Client Data and does not sell it.

Use

Timatsu uses Client Data only to provide, operate, support, and improve the software for Client, and to comply with legal obligations. We do not use Client Data to build advertising profiles, to train general models without Client's written consent, or for any purpose outside the scope of the engagement.

Confidentiality

Timatsu treats Client Data as confidential and will not disclose it to third parties except to service providers who assist in operating the software (bound by appropriate data-protection obligations), as required by law, or as expressly authorized by Client.

Security

Timatsu applies reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration, or destruction, including encryption in transit and at rest and access controls limiting data access to authorized personnel.

Return and Deletion

Upon written request, or at the end of an engagement, Timatsu will provide Client Data in a reasonably usable format or confirm deletion, subject to any legal retention obligations. Contact hello@timatsu.com to initiate a data return or deletion request.

Non-Solicitation

During any active engagement and for twelve (12) months after its conclusion, neither party shall directly solicit for employment or engagement any employee or contractor of the other who was materially involved in the engagement, without the other's written consent. This section does not restrict either party from making general public job postings that such persons may independently respond to.

Term and Survival

These Client Terms are effective upon Client's first access to or use of software delivered by Timatsu on an enterprise or partner basis and continue until terminated. Either party may terminate these Client Terms upon written notice if the other materially breaches them and fails to cure within thirty (30) days of notice. Termination of these Client Terms does not affect the license or obligations under any separate engagement agreement still in effect unless that agreement is also terminated.

The following sections survive termination or expiration: Section 2 (Confidential Information), Section 3 (NDA Obligations), Section 4 (Intellectual Property), Section 6 (Client Data Protections) to the extent of data already held, Section 9 (Remedies), and Section 10 (Governing Law). NDA obligations under Section 3 survive for five (5) years after termination, and indefinitely with respect to any Confidential Information that constitutes a trade secret under applicable law.

Remedies

Client acknowledges that unauthorized disclosure or use of Confidential Information, or unauthorized use or reproduction of the software or Timatsu's intellectual property, would cause irreparable harm to Timatsu for which monetary damages alone would be an inadequate remedy. Timatsu is therefore entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without posting bond and without proving actual damages, in addition to any other rights and remedies available to it. Nothing here limits either party's right to seek all available remedies at law or equity.

Governing Law and Dispute Resolution

These Client Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-law rules. Disputes arising under these Client Terms shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in North Carolina. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

Changes

Timatsu may update these Client Terms from time to time. We will provide notice of material changes by email or by a prominent notice accessible through the software or at timatsu.com. The updated terms take effect upon your continued access to or use of the software after the effective date of the change. Where Client has a separate engagement agreement, the terms of that agreement control for the duration of that engagement over any conflicting update to these Client Terms.

Contact

Questions about these Client Terms, requests under Section 6 (Client Data Protections), or notices under Section 3 (NDA Obligations) should be directed to Timatsu LLC at hello@timatsu.com. For matters requiring written notice under these Client Terms, please use email with confirmation of receipt or a method that provides a dated record.