Terms of Service

Tied Platform Terms of Service

Version 1.0 — Last revised: 9 september, 2026

These Platform Terms of Service ("Terms") govern access to and use of the Tied platform and services (the "Services") provided by [CONFIRM: exact legal entity name], a Delaware corporation ("Tied," "we," "us"). "Customer" means the entity accepting these Terms. By clicking to accept, creating a workspace, executing an Order Form referencing these Terms, or using the Services, the individual accepting represents they have authority to bind Customer, and Customer agrees to these Terms.

1. Agreement Structure

1.1 The Agreement. The "Agreement" consists of: (a) any mutually executed Order Form; (b) the Data Processing Addendum at [CONFIRM: tied.com/legal/dpa] (the "DPA"), which is incorporated into and forms part of these Terms; (c) these Terms; and (d) the Pricing Definitions page at [CONFIRM: tied.com/pricing/definitions] (the "Pricing Definitions"), which is incorporated by reference and contains the binding definitions of billable events, rates, and credits. In case of conflict, the order of precedence is (a) > (b) > (c) > (d), except that the DPA always controls as to Processing of Personal Data.

1.2 Self-serve and Enterprise. Customers on self-serve plans ([CONFIRM: Starter, Business, Advanced]) accept these Terms electronically and receive the Services on the standard terms herein. Customers on enterprise plans execute an Order Form, which may modify these Terms and add schedules (e.g., negotiated resolution-class definitions, regional or VPC deployment, revenue-share fee schedules, named account team, custom security terms).

1.3 Website terms. Browsing tied.com without a subscription is governed by the separate Website Terms of Use. These Terms exclusively govern the Services.

2. The Services

2.1 Provision. Tied will provide the Services described in the applicable plan or Order Form, including AI agents operating across communication channels (messaging, voice, and other channels as made available), orchestration of actions in Customer's Connected Systems, knowledge-base and flow tooling, and associated dashboards and analytics.

2.2 Accounts and administration. Customer is responsible for its users, their compliance with the Agreement, and the confidentiality of credentials. Customer's administrators control workspace configuration, user permissions, Connected System credentials, and agent settings.

2.3 Changes. Tied may enhance or modify the Services, provided modifications do not materially degrade the core functionality of Customer's purchased plan during a paid term.

2.4 Beta features. Features identified as beta, preview, or early access are provided as-is, may be modified or discontinued at any time, and are excluded from warranties, SLAs, and (except for the DPA, which always applies) service commitments.

3. Fees, Credits, and Billing

3.1 Fees. Customer will pay the fees stated in the applicable plan, Order Form, and Pricing Definitions. Fees consist of: (a) per-resolution orchestration fees, priced by resolution class; (b) channel and usage fees, where applicable; and (c) LLM inference costs handled per Section 4. Included monthly credits, if any, are drawn down as described in the Pricing Definitions. Except as expressly stated (including Section 3.5 credits), fees are non-refundable.

3.2 Billable Resolutions — the positive-signal gate. A "Billable Resolution" occurs only when a conversation or task handled by the Services is confirmed resolved by a positive signal under the four-tier signal framework published in the Pricing Definitions: Tier 1 (explicit confirmation by the end user), Tier 2 (system-verified outcome evidenced in a Connected System), or Tier 3 (corroborated silence, billable only when all three published conditions hold, including at least one enumerated corroborator). Tier 0 signals never bill, including: uncorroborated silence, greeting-only exchanges, abandoned conversations, negative CSAT, conversations in which a human agent of Customer sent a message, test/sandbox/evaluation traffic, conversations where the agent could not help, and misuse of the agent as a general-purpose assistant. Ambiguity always resolves to unbilled. Routing or escalating a conversation to a human is free and is not a Billable Resolution.

3.3 Resolution classes. Each Billable Resolution is assigned exactly one class per the discriminators published in the Pricing Definitions (knowledge, read, write_simple, write_financial, orchestrated, compliance_gated (not available or sold until Tied holds the applicable compliance instruments), and long_horizon_case (enterprise; billed as a case, not a resolution)). Classes are derived mechanically from the action audit trail over successfully completed calls; the highest class reached bills once; failed writes neither upgrade a class nor disqualify a resolution; modifiers (proactive, voice, save, upsell) are itemized separately and priced only when enabled per contract. For enterprise customers, class definitions and discriminators may be modified by Order Form.

3.4 Void windows and the guarantee. A billed resolution may be voided by either of two triggers, in each case credited automatically as its own invoice line with the reason attached, with no claim, ticket, or dispute required: (a) reopen void — the same end user recontacts about the same issue within 30 days of the Billable Resolution, per the matching criteria in the Pricing Definitions; and (b) negative-feedback void — the end user leaves negative feedback on that resolution, retroactively and with no time limit. A void credits the orchestration fee (including any modifier uplifts) for that resolution; LLM passthrough costs reflect tokens actually consumed and are not credited (and in BYOK mode never appear on a Tied invoice).

3.5 Guarantee integrity. The negative-feedback void applies to genuine end-user feedback on the resolution concerned. It does not apply to feedback that is fraudulent, induced, automated, or generated by Customer or its personnel for the purpose of obtaining credits, and Tied may reverse credits obtained through such feedback. Nothing in this Section limits the one-click dispute mechanism on each resolution receipt.

3.6 Invoicing, disputes, taxes. Self-serve plans bill monthly in arrears to the payment method on file via our payment processor; enterprise per the Order Form. Customer must raise good-faith invoice disputes within 30 days of invoice date. Fees are exclusive of taxes, which Customer is responsible for (excluding taxes on Tied's income). Late undisputed amounts may accrue interest at the lesser of 1.5%/month or the legal maximum, and Tied may suspend Services for accounts more than 15 days past due after notice.

4. LLM Costs — Inference Passthrough and BYOK

4.1 Two paths, every tier. For AI-model inference, Customer chooses either: (a) "BYOK" — Customer supplies its own model-provider keys, pays that provider directly under its own agreement, and Tied charges only orchestration fees; or (b) "Itemized Passthrough" — Tied contracts with model providers and bills Customer for inference at cost as described in Section 4.2.

4.2 What "at cost" means — the precise representation. Under Itemized Passthrough, Tied meters inference using token counts priced against Tied's effective-dated price table, which records each provider's published rate and the date range it applies to; resolutions are priced against the entry in effect when they ran, so mid-period provider price changes do not retroactively reprice earlier resolutions. At the end of each month, Tied reconciles the price table against actual provider invoices, and any difference — in either direction — is allocated back to customers pro-rata by tokens consumed, appearing as an explicit reconciliation line on the next invoice. Tied's commitment is that, after monthly reconciliation, Customer pays no more for inference than Tied pays its providers for Customer's usage — Tied takes no margin on tokens. Provider rate decreases benefit Customer in the same period they benefit Tied. Each receipt itemizes the model(s) used, tokens consumed, provider rate, and inference amount, separately from orchestration fees.

5. Connected Systems and Authorized Agent Actions

5.1 Authority grant. Customer authorizes Tied and its AI agents to access Connected Systems using credentials, OAuth grants, or keys Customer supplies, and to execute actions in those systems on Customer's behalf — including issuing refunds, modifying orders and subscriptions, updating user accounts, creating tickets and records, and sending communications — in accordance with Customer's configuration, including approval thresholds, pre-action confirmation windows, approval chains, and blocked-action rules ("Authorized Agent Actions").

5.2 Safeguards. Tied will: (a) honor Customer's configured thresholds, confirmation windows, and approval chains; (b) log every Authorized Agent Action with the triggering conversation, the authorization relied upon, and the result; and (c) provide action receipts for executed actions. Customer will: (i) scope Connected System credentials to least privilege; (ii) configure thresholds and approval rules appropriate to its risk tolerance (including for financial actions); and (iii) keep its policies, knowledge bases, and connected-system data accurate.

5.3 Erroneous actions — allocation of responsibility. As between the parties: (a) Tied is responsible (subject to Section 12) for losses from an Authorized Agent Action that violated Customer's then-current configuration — e.g., an action exceeding a configured threshold without the required approval, or executed after cancellation within a confirmation window; (b) Customer is responsible for actions consistent with its configuration and instructions, and for losses arising from Customer misconfiguration, over-scoped credentials, inaccurate Customer Data or knowledge-base content, end-user fraud, or errors originating in Connected Systems or channel platforms. Tied's first remedy is to correct or reverse the action where feasible and credit associated fees.

6. Customer Responsibilities; Consents

Customer is solely responsible for: (a) all consents, notices, and authorizations required for communications sent through the Services — including business-initiated and proactive outbound messages — under the TCPA, state telemarketing laws, CAN-SPAM, carrier and A2P registration requirements, and the platform policies of Apple, Google, Meta, and applicable carriers, as further detailed in DPA Section 6; (b) call-recording and AI-participation consents for voice channels; (c) complying with AI-disclosure laws and not disabling AI-identification features where such laws apply; (d) the legality, accuracy, and rights in Customer Data and knowledge-base content; and (e) its end users' compliance with the Agreement. Tied provides consent-capture and opt-out tooling and enforces mandatory opt-out keywords, but does not determine whether legally sufficient consent exists for any recipient.

7. Acceptable Use

Customer will not, and will not permit its users or end users to, use the Services to: (a) violate law, platform policies of the channels used, or third parties' rights; (b) send unsolicited or unconsented communications; (c) transmit malware or interfere with the Services or others' use; (d) process Restricted Data (as defined in the DPA) absent a written addendum; (e) harass, defraud, or harm any person, or impersonate any person or brand; (f) attempt to extract, reverse-engineer, or misappropriate Tied's models, prompts, or software, or use the Services to build a competing product; or (g) circumvent usage limits or billing. Off-purpose use: the Services' AI agents are provided to handle Customer's business communications and workflows; Tied may detect, throttle, redirect, or block usage of agents as a general-purpose chatbot or for purposes unrelated to Customer's deployment, and such conversations are excluded from Billable Resolutions. Tied may suspend Services immediately for AUP violations creating legal exposure, security risk, or harm to the Services or third parties, with notice and an opportunity to cure where practicable.

8. Data Protection

The DPA governs Processing of Personal Data and is incorporated into these Terms. Customer's acceptance of these Terms constitutes execution of the DPA, including the Standard Contractual Clauses populated therein where applicable.

9. Customer Data, Intellectual Property, and Training

9.1 Customer Data. Customer owns Customer Data (as defined in the DPA), including knowledge-base content it supplies and its business records. Customer grants Tied a license to host, process, transmit, and display Customer Data as necessary to provide the Services and as permitted by the Agreement.

9.2 Tied IP. Tied owns the Services, its software, models, templates, and all improvements — including flow structures, orchestration logic, and model improvements — subject to Sections 9.1 and 9.5. No rights are granted except as stated.

9.3 Flow configurations. Configurations, flows, and agents built within the Services are part of the Services and are licensed to Customer for use within the Services during the term of the Agreement. The Services do not include export of flow or agent definitions, on any plan, during the term or on termination. Customer Data contained within flows (e.g., knowledge-base content Customer supplied) remains Customer's and is returnable under DPA Section 11.

9.4 Usage data and De-identified Data. Tied may collect and use usage, telemetry, and performance data about the operation of the Services, and may create and use De-identified Data (as defined in the DPA), for any lawful purpose, subject to the no-re-identification commitments in the DPA.

9.5 Training license. The terms in DPA Section 10 govern use of Conversation Data for model improvement, including: the tenant-scoped learning that operates for Customer's own benefit; for self-serve plans, Customer's license to Tied to use Conversation Data — only after de-identification — to improve Tied's models, granted by default; for enterprise plans, no such use absent written opt-in; and the acknowledgment that trained models cannot be un-trained, and opt-out or termination stops future use only. These provisions are material terms of the Agreement.

9.6 Feedback. Feedback may be used by Tied freely, without attribution or obligation.

10. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel and advisors bound by confidentiality, or as legally compelled (with notice where permitted). Confidential Information excludes information that is public without breach, independently developed, or rightfully received from a third party. These obligations survive 3 years past termination (indefinitely for trade secrets).

11. Warranties; Disclaimers

11.1 Mutual. Each party warrants it has authority to enter the Agreement.

11.2 Tied. Tied warrants the Services will perform materially as described in the applicable plan documentation during a paid term. Exclusive remedy for breach: re-performance or correction, and if Tied cannot correct within a reasonable time, Customer may terminate the affected Services and receive a pro-rata refund of prepaid, unused fees.

11.3 AI outputs. CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE PROBABILISTIC AND MAY CONTAIN ERRORS. TIED DOES NOT WARRANT THE ACCURACY OF ANY AI OUTPUT, RESOLUTION RATE, OR OUTCOME, AND THE SERVICES DO NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. CUSTOMER IS RESPONSIBLE FOR CONFIGURING HUMAN REVIEW AND APPROVAL CONTROLS APPROPRIATE TO ITS USE CASE.

11.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS," AND TIED DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY REGARDING THIRD-PARTY CHANNELS, PLATFORMS, MODEL PROVIDERS, OR CONNECTED SYSTEMS, WHOSE AVAILABILITY AND CONDUCT TIED DOES NOT CONTROL.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER TO TIED IN THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. EXCLUSIONS FROM (A) AND (B): (i) CUSTOMER'S PAYMENT OBLIGATIONS; (ii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (iii) CUSTOMER'S BREACH OF SECTION 7 (ACCEPTABLE USE) OR ITS CONSENT OBLIGATIONS UNDER SECTION 6; AND (iv) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

13. Indemnification

13.1 By Tied. Tied will defend Customer against third-party claims that the Services (excluding Customer Data, Connected Systems, and third-party platforms) infringe intellectual property rights, and indemnify resulting damages and reasonable costs finally awarded or agreed in settlement. Remedies for infringement may include modification, replacement, or termination with pro-rata refund. This section does not cover claims arising from Customer Data, combinations not provided by Tied, or use in violation of the Agreement.

13.2 By Customer. Customer will defend Tied against third-party claims arising from: (a) Customer Data or knowledge-base content; (b) Customer's failure to obtain consents required under Section 6 — including claims under the TCPA and similar communications laws arising from messages Customer directed or configured; (c) Customer's violation of Section 7; and (d) Customer's products, services, and dealings with its end users; and will indemnify resulting damages and reasonable costs finally awarded or agreed in settlement.

13.3 Process. Prompt notice, control of defense by the indemnifying party, reasonable cooperation, no settlement imposing obligations on the indemnified party without consent.

14. Term, Suspension, and Termination

14.1 Term. Self-serve subscriptions run monthly or annually per the plan and auto-renew until cancelled effective end of the current period. Enterprise terms are per Order Form.

14.2 Termination for cause. Either party may terminate for material breach uncured 30 days after written notice, or immediately upon the other's insolvency.

14.3 Effect. On termination: Customer's access ends; unpaid fees for the period through termination are due; data return/deletion follows DPA Section 11 (30-day export window); and Sections 3 (accrued), 4.2 (final reconciliation), 9, 10, 12, 13, and 15 survive. Training-data effects on termination are as stated in DPA Section 10(e).

15. General

15.1 Governing law; venue. Delaware law, excluding conflict-of-law rules. Exclusive jurisdiction and venue: state and federal courts in New Castle County, Delaware. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL and agrees claims will be brought individually and not in any class or representative proceeding. Either party may seek equitable relief for IP or confidentiality breaches in any court of competent jurisdiction.

15.2 Changes to these Terms. Tied may update these Terms for self-serve plans with at least 30 days' notice (email or in-product) for material changes; changes apply at the start of Customer's next billing period, and continued use constitutes acceptance. Enterprise Order Form terms change only by written amendment.

15.3 Miscellaneous. Neither party may assign the Agreement without consent, except to an affiliate or in a merger, acquisition, or sale of substantially all assets, with notice. No agency or partnership is created. Notices to Tied: [CONFIRM: legal@tied.com + address]; to Customer: account email. Force majeure applies to events beyond reasonable control (excluding payment obligations). If a provision is unenforceable it is modified minimally; the remainder stands. The Agreement is the parties' entire agreement regarding the Services and supersedes prior discussions. Purchase-order terms are void. Publicity: Tied may identify Customer by name and logo as a customer in Tied's marketing materials and website unless Customer opts out by written notice, which Tied will honor within 30 days.

16. Enterprise Provisions (apply only where purchased by Order Form)

(a) Negotiated resolution classes — Order Form definitions supersede Section 3.3. (b) Regional/VPC deployment — as described in the Order Form and DPA Section 12, when offered. (c) Revenue-share fees — where an Order Form provides for revenue-share pricing, the schedule will define attribution (in-thread transaction with provider transaction ID; 7-day last-touch window, voided by intervening human-agent contact), measurement, audit rights, and clawback upon reversal, refund, or chargeback of the underlying transaction. [RESERVED — do not sell revenue-share pricing in mortgage/settlement, healthcare, or insurance verticals until counsel completes the per-vertical eligibility review (Checklist Item 2); use fixed case fees in those verticals in the interim.] (d) Named account team and support tiers — per Order Form. (e) Security addenda — subject to Tied's then-current compliance posture; Tied makes no certification representations except as stated in writing.