TIDE 360 — Comprehensive Terms of Service

1. Introduction

This Comprehensive Terms of Service integrates the original TIDE 360 Terms (September 2025) and the November 2025 Revised Terms & Conditions. These Terms govern all use of the TIDE 360 platform, products, and services (the "Platform").

By creating an account or using the Platform, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or entity, you represent that you have authority to bind that entity.

2. Order of Precedence

If any conflict arises between these Terms, our Privacy Policy, or a separately executed Master Services Agreement (MSA) or Statement of Work (SOW), the following order of precedence applies:

1. These Terms of Service
2. Privacy Policy
3. MSA or SOW (if applicable)
4. Other published policies or guidelines

3. Definitions

• Account: Your registered access to the Platform.
• Client Content: Data, materials, and information you provide.
• Client Agent Assets: Prompts, templates, configurations, and deliverables built for your account.
• Provider Platform: TIDE 360’s proprietary software, frameworks, and AI architecture.
• Export Package: Portable bundle of your Client Agent Assets and configurations for continuity.

4. Eligibility & Account Registration

Users must be at least 18 years old, provide accurate registration data, maintain credential security, and comply with applicable laws. TIDE 360 may suspend or terminate accounts for violation of these Terms.

5. Platform Use & Restrictions

You may not: - Violate any laws or regulations. - Access or reverse engineer the Provider Platform. - Upload or process sensitive personal data (medical, financial, biometric) without consent. - Send spam, harass, or engage in unlawful, fraudulent, or deceptive activity.

6. Communications & Third-Party Services

You are responsible for compliance with all applicable communication laws (e.g., SMS, email, voice). Integration with third-party tools is offered for convenience; TIDE 360 is not responsible for their acts, omissions, or failures.

7. Payments, Fees, and Taxes

All subscription and hosting fees are billed as agreed in your plan or SOW. Fees are non-refundable unless otherwise required by law. Late payments accrue 1% interest per month. Taxes are the user’s responsibility.

8. Ownership & Licensing

8.1 Ownership

You retain ownership of your Client Content and Client Agent Assets. TIDE 360 retains ownership of its software, frameworks, and AI systems.

8.2 License to TIDE 360

You grant TIDE 360 a limited, non-exclusive license to use your data to provide services.

8.3 Perpetual Limited-Use License

Upon termination, you may retain an internal-use license for accepted deliverables. You may not resell, sublicense, or alter TIDE 360’s underlying technology.

8.4 No Reverse Engineering

You may not copy, decompile, disassemble, or derive the Platform’s source code or logic.

8.5 Provider Restrictions

TIDE 360 will not train general AI models on Client Data or reuse Client Agent Assets for others.

9. Confidentiality & Data Security

Both parties agree to safeguard Confidential Information using encryption in transit and at rest. Breach notifications will be made within 72 hours of confirmation. Clients may request an annual light-touch security review and discussion with TIDE 360.

10. Portability & Continuity

Upon request or termination, TIDE 360 will deliver an Export Package containing prompts, templates, and configurations sufficient for redeployment. In cases of insolvency or uncured material breach (30 days), clients receive a non-exclusive license to operate Client Agent Assets independently.

11. Code of Conduct

Users may not: - Violate laws or rights of others. - Send spam or malicious code. - Use AI tools to deceive, discriminate, or manipulate. - Interfere with Platform security or stability.

12. Warranties & Disclaimers

TIDE 360 warrants that it owns or has rights to provide the Platform and deliverables will materially conform to SOWs. Except as expressly stated, services are provided “AS IS.”

13. Indemnification

• TIDE 360 Indemnity: TIDE 360 will defend and indemnify you from third-party IP claims related to its deliverables.
• Client Indemnity: You agree to defend and indemnify TIDE 360 from claims arising from your content, misuse, or unlawful acts.

14. Limitation of Liability

TIDE 360’s total liability is capped at the fees paid in the past 12 months.

15. Non-Circumvent & Non-Solicitation

Neither party may hire or contract with the other’s personnel, subcontractors, or vendors discovered through the engagement for 12 months post-termination without written consent.

16. Term & Termination

This Agreement remains in force while your account is active. Either party may terminate with 30 days’ notice for breach. Upon termination, you retain access to your Client Agent Assets under Section 8.3.

17. Dispute Resolution & Governing Law

For U.S. clients, this Agreement is governed by the laws of the State of Nevada. Disputes are resolved via binding arbitration administered by AAA (Commercial Rules). The arbitration venue is New Castle County, Delaware, USA.

Exhibit D — Jurisdiction Matrix

18. Publicity

Neither party may use the other’s trademarks, names, or case studies without prior written consent.

19. Miscellaneous

• Independent Contractors: Relationship is independent.
• Force Majeure: No liability for delays beyond reasonable control.
• Assignment: Neither party may assign without written consent.
• Severability: Invalid terms do not affect remaining provisions.
• Entire Agreement: These Terms, Privacy Policy, and any SOWs/MSAs constitute the full agreement.

Contact Information

TIDE 360, Inc.
Phone: (866) 846-8433
Email: Hello@tide360.ai
Website: www.TIDE360.ai