Terms of Service

These Terms of Service (this "Agreement") are entered into between Tami Software Inc. ("TryTami," "we," "us," or "our") and the customer identified on an Order Form or the entity on whose behalf you access the Services ("Customer," "you," or "your"). This Agreement governs your access to and use of the TryTami training management platform, the TryTami website at trytami.com (the "Site"), and any related support, documentation, and services we provide (collectively, the "Services").

By signing an Order Form that references this Agreement, clicking to accept, or accessing or using the Services, you agree to this Agreement. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

1. Definitions

"Order Form" means an ordering document, quote, or online checkout that references this Agreement and specifies the Services purchased, the Subscription Term, the number of Authorized Users or other usage limits, and the fees.
"Subscription" means the right to access and use the platform for the Subscription Term set out in an Order Form.
"Subscription Term" means the initial term stated in an Order Form and any renewal term.
"Authorized User" means an employee, contractor, or agent of Customer whom Customer permits to use the Services under Customer's account.
"Customer Data" means data, content, and information that Customer or its Authorized Users submit to the Services, including information about Customer's instructors, learners, clients, classes, and schedules.
"Usage Data" means technical, statistical, and performance data about how the Services are accessed and used, in a form that does not identify Customer or any individual.
"Documentation" means the user guides, help content, and technical materials we make available for the Services.

2. Order Forms and precedence

Each Order Form is incorporated into and governed by this Agreement. This Agreement, together with the applicable Order Form and our Privacy Policy, is the complete agreement between the parties for the Services. If there is a conflict, the following order of precedence applies: (a) the Order Form, (b) this Agreement, and (c) the Documentation. A separately negotiated and signed master agreement between the parties, if any, controls over this Agreement for that Customer. Terms in a Customer purchase order or vendor form that conflict with or add to this Agreement are rejected and have no effect.

3. Access and use

3.1 Subscription grant

Subject to this Agreement and payment of applicable fees, TryTami grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to access and use the Services for Customer's internal business operations, up to the usage limits in the Order Form, and to permit Authorized Users to do the same.

3.2 Authorized Users and accounts

Customer is responsible for its Authorized Users, for maintaining the confidentiality of credentials, and for all activity under its account. Accounts are for named individuals and may be reassigned to a new user only when the prior user no longer requires access. Customer must notify us promptly at sales@trytami.com of any unauthorized access. Authorized Users must be at least 18 years old. The Services are offered to businesses and are not intended for consumers.

3.3 Customer responsibilities

Customer is responsible for (a) the accuracy, quality, and legality of Customer Data and the means by which it was obtained, (b) obtaining any consents or providing any notices required for Customer Data, including data about instructors, learners, and client contacts, (c) using the Services only in accordance with this Agreement, the Documentation, and applicable law, and (d) configuring the Services and any integrations appropriately for its needs.

3.4 Restrictions

Customer will not, and will not permit anyone to:

Sell, resell, license, sublicense, rent, lease, or otherwise make the Services available to third parties, other than to Authorized Users as permitted here.
Copy, modify, or create derivative works of the Services, or reverse engineer, decompile, or attempt to extract source code, except to the extent applicable law prohibits this restriction.
Access the Services to build a competitive product or to benchmark for a competitor.
Interfere with or disrupt the integrity, security, or performance of the Services, or attempt to gain unauthorized access to the Services, related systems, or other customers' data.
Upload viruses, malware, or other harmful code, or scrape or extract data by automated means outside the features we provide.
Use the Services to store or transmit content that is unlawful, infringing, or that violates third-party rights, or to send spam or unsolicited messages in violation of applicable law.
Exceed the usage limits in the Order Form or circumvent any usage controls.

4. Subscription term, renewal, and changes

4.1 Term

Subscriptions begin on the start date in the Order Form and continue for the Subscription Term. Unless the Order Form states otherwise, the initial Subscription Term is twelve (12) months.

4.2 Automatic renewal

Subscriptions automatically renew for successive terms equal in length to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing will be the pricing in the Order Form or, if none, our then-current list pricing. We will give notice of any price increase at least forty-five (45) days before renewal.

4.3 Adding users or services

Customer may add Authorized Users, modules, or services during a Subscription Term through an additional Order Form. Added services are prorated for the remainder of the current term and renew with the underlying Subscription unless the Order Form states otherwise.

4.4 Trials and free access

If we make the Services available on a trial, pilot, or free basis, that access is provided without warranty, may be modified or discontinued at any time, and ends when the trial period expires or a paid Subscription begins. Customer Data entered during a trial may be permanently deleted unless Customer purchases a Subscription before the trial ends.

5. Fees and payment

5.1 Fees

Customer will pay the fees stated in each Order Form. Except as expressly provided in this Agreement, fees are based on Subscriptions purchased and not on actual usage, payment obligations are non-cancelable, and fees paid are non-refundable. Usage limits in an Order Form may not be decreased during a Subscription Term.

5.2 Invoicing and payment

Unless the Order Form states otherwise, fees are invoiced annually in advance and are due within thirty (30) days of the invoice date in U.S. dollars. Customer will provide complete and accurate billing information and notify us of any changes. If Customer pays by credit card, Customer authorizes us to charge the card for all fees as they come due, including renewals.

5.3 Late payment

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If any amount is more than thirty (30) days overdue, we may, after at least ten (10) days' written notice, suspend access to the Services until the amount is paid in full. Customer will reimburse our reasonable costs of collection, including attorneys' fees, for amounts that remain unpaid.

5.4 Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes associated with its purchases, other than taxes on TryTami's net income. If we are required to collect taxes, we will invoice them to Customer unless Customer provides a valid exemption certificate.

5.5 Billing disputes

Customer must raise any good-faith dispute over an invoice in writing within thirty (30) days of the invoice date. Undisputed amounts remain due while the parties work to resolve the dispute.

6. Customer Data

6.1 Ownership

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants TryTami a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, support, secure, and improve the Services in accordance with this Agreement and our Privacy Policy.

6.2 Privacy and data processing

We process personal data contained in Customer Data on Customer's behalf and only as instructed through Customer's use of the Services and this Agreement. Where required by applicable data protection law, the parties will enter into a data processing addendum that supplements this Agreement. We may use subprocessors (for example, cloud hosting, email delivery, and payment providers) to deliver the Services and remain responsible for their performance.

6.3 Security

We will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, appropriate to the nature of the data and the Services. We will notify Customer without undue delay after becoming aware of any unauthorized access to Customer Data in our systems.

6.4 Usage Data and aggregated data

TryTami may collect and use Usage Data, and may create and use aggregated or de-identified data derived from Customer Data, to operate, analyze, secure, and improve the Services and to develop new features, provided that such data does not identify Customer or any individual and is not sold or disclosed in a form that identifies Customer.

6.5 AI features

The Services include AI-assisted features (such as Ask TAMI) that generate answers, summaries, and recommendations based on Customer Data. These outputs are provided to assist Customer's decisions and may be inaccurate or incomplete; Customer is responsible for reviewing outputs before relying on them. We do not use Customer Data to train models that are made available to other customers. AI features may be delivered using third-party model providers acting as our subprocessors under confidentiality obligations.

6.6 Data export and deletion

During the Subscription Term, Customer may export Customer Data using the export features of the Services. For thirty (30) days after termination or expiration, we will make Customer Data available for export on request. After that period, we will delete or de-identify Customer Data within a commercially reasonable time, except for copies retained in routine backups (which are deleted on our normal backup rotation) or as required by law.

7. Support, availability, and changes to the Services

We will provide reasonable support for the Services by email during our normal business hours and as described in the Documentation or the Order Form. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned maintenance (for which we will try to give advance notice and schedule outside peak hours), emergency maintenance, and causes beyond our reasonable control. We may modify or update the Services from time to time, provided we do not materially reduce the core functionality Customer has purchased during the then-current Subscription Term.

7.1 Beta features

We may offer features identified as beta, preview, early access, or similar. Beta features are provided for evaluation, may be changed or withdrawn at any time, are excluded from any support or availability commitments, and are provided "as is" without warranty.

7.2 Third-party services

The Services may integrate with third-party products and services (for example, calendar, payment, email, or LMS providers) that Customer chooses to connect. Those services are governed by their own terms, and TryTami is not responsible for their availability, content, or practices. Connecting a third-party service authorizes us to exchange Customer Data with it as needed for the integration.

8. Suspension

We may temporarily suspend access to the Services if (a) we reasonably believe Customer's use violates Section 3.4 or threatens the security, integrity, or availability of the Services or other customers, (b) required by law, or (c) fees are overdue as described in Section 5.3. We will limit suspension to what is reasonably necessary, notify Customer where practical, and restore access promptly once the issue is resolved.

9. Intellectual property

9.1 TryTami ownership

TryTami and its licensors own all right, title, and interest in the Services, the Documentation, and all related technology, software, designs, know-how, and improvements, including any improvements developed from Usage Data or feedback. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

9.2 Feedback

If Customer or its Authorized Users provide suggestions, ideas, or feedback about the Services, TryTami may use them without restriction or obligation.

9.3 Publicity

TryTami may identify Customer as a customer by name and logo on the Site and in marketing materials, in accordance with any brand guidelines Customer provides. Customer may opt out at any time by emailing sales@trytami.com. Any case study, quote, or other detailed reference requires Customer's prior approval.

10. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, product roadmaps, and business information. The receiving party will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information and no less than reasonable care, and (c) disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party before disclosure, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when required by law or court order, provided it gives the other party prompt notice (where legally permitted) and reasonable assistance in seeking protection. These obligations continue for three (3) years after termination, and indefinitely for Customer Data and trade secrets. If the parties have signed a separate non-disclosure agreement, it continues to apply, and the more protective terms control.

11. Warranties and disclaimers

11.1 Mutual warranties

Each party represents that it has the legal power to enter into this Agreement and that it will comply with applicable laws in performing under it.

11.2 TryTami warranty

TryTami warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. Customer's exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, Customer may terminate the affected Subscription and receive a prorated refund of prepaid, unused fees for the remainder of the Subscription Term.

11.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND TRYTAMI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRYTAMI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR COMPLETE. TRYTAMI IS NOT RESPONSIBLE FOR THE ACCURACY OF CUSTOMER DATA OR FOR BUSINESS DECISIONS MADE IN RELIANCE ON THE SERVICES.

12. Indemnification

12.1 By TryTami

TryTami will defend Customer against any claim by a third party alleging that the Services, as provided by TryTami and used in accordance with this Agreement, infringe that third party's U.S. patent, copyright, or trademark or misappropriate its trade secret, and will pay damages and costs finally awarded against Customer or agreed in a settlement approved by TryTami. If such a claim is made or appears likely, TryTami may, at its option, procure the right for Customer to continue using the Services, modify or replace the Services so they are non-infringing, or terminate the affected Subscription and refund prepaid, unused fees. TryTami has no obligation for claims arising from Customer Data, third-party services, modifications not made by TryTami, use in violation of this Agreement, or combination of the Services with items not provided by TryTami. This Section states TryTami's entire liability for infringement claims.

12.2 By Customer

Customer will defend TryTami against any claim by a third party arising from Customer Data, Customer's use of the Services in violation of this Agreement or applicable law, or Customer's relationship with its own learners, instructors, or clients, and will pay damages and costs finally awarded against TryTami or agreed in a settlement approved by Customer.

12.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party without admission of fault or unreimbursed obligation), and provide reasonable cooperation at the indemnifying party's expense.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRYTAMI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS (USD $100) FOR USE OF THE SITE OR ANY FREE SERVICES, WHICHEVER IS GREATER.

THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, A PARTY'S BREACH OF SECTION 10 (CONFIDENTIALITY), CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S BREACH OF SECTION 3.4, OR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

14. Termination

14.1 Termination for cause

Either party may terminate this Agreement or any Order Form on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving notice, or if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings that are not dismissed within sixty (60) days.

14.2 Effect of termination

On expiration or termination, Customer's right to access the Services ends, and Customer will pay any fees accrued or payable through the effective date. If Customer terminates for TryTami's uncured material breach, TryTami will refund prepaid fees covering the remainder of the terminated Subscription Term. If TryTami terminates for Customer's uncured material breach, any unpaid fees for the remainder of the Subscription Term become immediately due. Data export and deletion are handled as described in Section 6.6.

14.3 Survival

Sections 5 (for amounts owed), 6.4, 6.6, 9, 10, 11.3, 12, 13, 14.2, 14.3, and 16 survive expiration or termination.

15. Website use

This Section applies to anyone who visits the Site, whether or not they are a Customer. The Site and its content are owned by TryTami and may be used only for personal, informational, or evaluation purposes. You may not scrape, copy, or republish Site content without permission, and you may not use the Site in any way that violates Section 3.4. Blog posts, templates, calculators, and other resources on the Site are provided for general information only and do not constitute professional advice. Links to third-party sites are provided for convenience, and we are not responsible for their content.

16. General terms

16.1 Governing law and venue

This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado for any dispute arising out of or relating to this Agreement, and waives any objection to venue in those courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.2 Notices

Notices under this Agreement must be in writing. Notices to TryTami must be sent to sales@trytami.com, and notices to Customer will be sent to the email address on the Order Form or associated with Customer's account. Notices are effective when sent by email, or when received if sent by courier or certified mail. We may also provide operational notices through the Services.

16.3 Changes to this Agreement

We may update this Agreement from time to time by posting the revised version on this page with a new effective date. Material changes will not apply to an existing Subscription until its next renewal, unless required by law or necessary to address a security or legal issue, and we will provide reasonable advance notice of material changes to Customers with active Subscriptions. Continued use of the Services after the effective date of a change constitutes acceptance.

16.4 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it without consent to an affiliate or to a successor 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. Any other attempted assignment is void.

16.5 Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or failures of third-party hosting or service providers.

16.6 Export and compliance

Each party will comply with applicable export control, sanctions, and anti-corruption laws. Customer represents that it is not located in, and will not permit Authorized Users to access the Services from, any country subject to comprehensive U.S. sanctions, and that it is not on any U.S. government restricted-party list.

16.7 Relationship of the parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries of this Agreement.

16.8 Entire agreement; miscellaneous

This Agreement, including all Order Forms and any data processing addendum, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and representations, written or oral, on that subject. Amendments must be in writing and signed or accepted by both parties, except as provided in Section 16.3. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. A party's failure to enforce any provision is not a waiver of its right to do so later. Headings are for convenience only. Electronic signatures and click-through acceptance are valid and binding.

17. Contact

Questions about this Agreement? Reach out at sales@trytami.com or request a demo.