Terms of Service

1.1 License

Subject to these Terms and any applicable Order Form, tpTek grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Platform for your internal business purposes.

1.2 Changes to the Platform

tpTek may modify, update, enhance, suspend, or discontinue any feature, functionality, dataset, tool, or component of the Platform from time to time. tpTek will use commercially reasonable efforts to avoid materially reducing the core functionality of the Platform during an active paid subscription term, except where changes are required for legal, regulatory, security, technical, operational, or third-party data reasons.

1.3 Eligibility

You may use the Platform only if you are legally capable of entering into a binding contract and, if acting on behalf of an entity, are authorized to bind that entity to these Terms.

1.4 No Professional Advice

The Platform provides tools, data, and analytical support to assist users in transfer pricing and financial analyses. The Platform does not provide legal, tax, accounting, audit, valuation, or investment advice. No content, output, benchmark result, credit risk estimate, bond screening result, comparable selection, market observation, methodology support, or other information made available through the Platform constitutes professional advice or a recommendation to take or refrain from any action.

1.5 No Guarantee of Compliance or Outcome

Use of the Platform does not guarantee compliance with any law, regulation, tax authority position, documentation requirement, or audit standard. The Platform does not guarantee that any methodology, comparable set, pricing result, interest rate range, rating output, or other analysis will be accepted by any tax authority, auditor, court, regulator, or other third party.

1.6 Not a Regulatory Benchmark

The Platform, its data, and its Output are not intended to constitute a benchmark for regulatory purposes and must not be used in any manner that would cause them to be treated as such under applicable law.

2.1 Account Registration

To access the Platform, you may be required to create an account or be assigned access under an account maintained by your employer or other organization. You agree to provide accurate, current, and complete information and to keep that information updated.

2.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must promptly notify tpTek at info@tpfins.com of any known or suspected unauthorized access to or use of your account or the Platform.

2.3 Authorized Users

If you purchase or administer access for multiple users, you are responsible for all authorized users under your account or subscription and for ensuring that they comply with these Terms. tpTek may treat activity under valid user credentials as authorized by you.

2.4 Suspension

tpTek may suspend or restrict access to the Platform immediately if it reasonably believes that:

• (a) these Terms have been violated;
• (b) the Platform is being used in a manner that poses a security, legal, operational, or reputational risk;
• (c) fees are overdue; or
• (d) suspension is necessary to prevent unauthorized access, misuse, or harm.

3.1 Order Forms

Your subscription and permitted use of the Platform may be governed by an order form, quote, online checkout, subscription page, invoice, statement of work, or other ordering document accepted by you and tpTek (each, an "Order Form"). If there is a conflict between these Terms and an Order Form, the Order Form controls only with respect to the subject matter expressly addressed in it.

3.2 Subscription Scope

Your subscription permits access only for the number and type of users, term, and scope specified in the applicable Order Form. You may not exceed the licensed scope or use the Platform beyond the limits of your subscription.

3.3 Internal Business Use Only

Unless expressly agreed otherwise in writing, the Platform is licensed solely for your internal business use. No right is granted to use the Platform or any part of it for external redistribution, commercial exploitation, public dissemination, or operation of a bureau, hosting, resale, data service, or outsourcing arrangement.

4.1 tpTek Intellectual Property

The Platform, including all software, code, algorithms, models, methodology logic, interfaces, screen designs, documentation, know-how, databases, compilations, arrangements, structures, workflows, trademarks, service marks, logos, content made available by tpTek, and all related intellectual property rights are and remain the exclusive property of tpTek and its licensors, as applicable.

4.2 No Transfer of Ownership

Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to the Platform or any tpTek intellectual property is transferred to you.

4.3 Customer Data

As between the parties, you retain all right, title, and interest in and to the data, financial information, assumptions, transaction details, and other materials that you upload, input, or otherwise provide to the Platform ("Customer Data"), subject to the rights granted in these Terms.

4.4 Output

Subject to these Terms and any applicable third-party restrictions, you may use the reports, tables, screens, summaries, analytics, calculations, exports, and other output generated for you through the Platform ("Output") for your internal business purposes. Output remains subject to the restrictions in these Terms, including the restrictions on redistribution, resale, storage for subsequent use, and competing use.

5.1 General Restrictions

Except as expressly permitted by these Terms, you may not, and may not permit any third party to:

• (a) copy, modify, adapt, translate, create derivative works from, or otherwise exploit the Platform;
• (b) reverse engineer, decompile, disassemble, decode, or attempt to derive source code, underlying ideas, algorithms, structure, or organization of the Platform;
• (c) rent, lease, sublicense, sell, resell, distribute, assign, transfer, timeshare, or otherwise make the Platform available to any third party;
• (d) use the Platform for the benefit of a third party except as expressly permitted under these Terms;
• (e) circumvent, disable, or interfere with security-related features, access controls, subscription limits, or usage restrictions;
• (f) use any robot, spider, scraper, crawler, bot, automated extraction tool, or similar mechanism to access, monitor, extract, or harvest data from the Platform;
• (g) interfere with or disrupt the integrity, performance, or operation of the Platform;
• (h) access or use the Platform in violation of applicable law or regulation;
• (i) use the Platform to store, transmit, or introduce malicious code or unlawful material; or
• (j) remove, alter, or obscure proprietary notices or labels.

5.2 No Redistribution of Data

The Platform, including its databases, datasets, market information, screening results, analytics, benchmark results, classifications, mappings, tables, exports, and other data or materials made available by or through the Platform, is licensed and not sold.

Except as expressly permitted in these Terms, you may not copy, reproduce, republish, disseminate, repackage, further transmit, circulate, transfer, disclose, distribute, sublicense, sell, resell, lease, rent, license, publish, make available, or otherwise provide any data or materials obtained from the Platform to any third party, whether in raw form, bulk form, substantially complete form, or as part of any database, product, service, report library, commercial offering, or internal data repository.

You may not download, store, database, archive, retain, or maintain any data or materials obtained from the Platform for subsequent reuse, onward distribution, commercial exploitation, or as a substitute for continued licensed access to the Platform, except as expressly permitted under these Terms.

5.3 No Competing Use

You may not use the Platform or any data, Output, or materials from the Platform to create, populate, validate, benchmark, train, improve, support, market, or offer any competing database, benchmarking tool, analytics product, financial information service, transfer pricing tool, or other competing product or service.

5.4 Limited Permitted Use in Work Product

Notwithstanding Section 5.2, you may include limited excerpts, summaries, analyses, charts, observations, or conclusions derived from the Platform in your internal memoranda, transfer pricing analyses, advisory materials, or client-facing work product, provided that:

• (a) such use does not amount to redistribution of the underlying data;
• (b) it does not permit any third party to access, extract, or reuse the underlying datasets or substantial portions of them;
• (c) it remains subject to any third-party data restrictions applicable to the relevant content; and
• (d) the recipient is not granted any right to access the Platform or the underlying data.

For the avoidance of doubt, this limited permission does not allow the recipient to reuse, extract, compile, database, commercialize, or further distribute the underlying data or any substantial portion of it.

6.1 Third-Party Data

The Platform may include, rely on, or make available data, content, ratings information, market information, indices, exchange rates, public filings, reference data, or other materials supplied by third parties or derived from public or external sources ("Third-Party Data").

6.2 No Warranty for Third-Party Data

Third-Party Data may be delayed, incomplete, inaccurate, unavailable, withdrawn, corrected, reclassified, or subject to additional restrictions. tpTek does not control Third-Party Data and does not warrant its accuracy, completeness, timeliness, availability, or fitness for any purpose.

6.3 Additional Restrictions

Certain Third-Party Data may be subject to additional contractual, legal, or licensing restrictions. You agree to comply with any such restrictions notified by tpTek. tpTek may modify, suspend, remove, or restrict access to any Third-Party Data at any time if required by the relevant provider, licensor, applicable law, or other operational necessity.

6.4 Independent Review Required

You are solely responsible for independently reviewing, validating, and assessing the appropriateness of any Third-Party Data, Output, methodology, and conclusion used in your work.

6.5 Third-Party Licensor Restrictions

Certain Third-Party Data may be subject to additional downstream restrictions imposed by third-party licensors, including restrictions on copying, storage, extraction, redistribution, onward sharing, derived use, or retention. You agree to comply with any such restrictions notified by tpTek, and acknowledge that tpTek may suspend, limit, or terminate access to affected data if required by a third-party licensor or source.

7.1 License to Use Customer Data

You grant tpTek a limited, non-exclusive, worldwide, royalty-free right to host, store, copy, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, maintain, support, secure, and improve the Platform and related services, and to enforce these Terms.

7.2 Responsibility for Customer Data

You are solely responsible for Customer Data, including its accuracy, completeness, legality, and your right to use and provide it to tpTek. You represent and warrant that you have all rights, permissions, and lawful bases necessary for tpTek to process Customer Data as contemplated by these Terms.

7.3 Prohibited Customer Data

You may not upload or transmit Customer Data that:

• (a) infringes or misappropriates third-party rights;
• (b) is unlawful, fraudulent, defamatory, harassing, or otherwise objectionable;
• (c) contains malicious code; or
• (d) violates applicable data protection, privacy, export control, or other laws.

8.1 Privacy

tpTek may process personal data and other information in connection with your use of the Platform. For more information, please refer to tpTek's Privacy Policy, if applicable.

8.2 Aggregated and Anonymous Information

Notwithstanding anything to the contrary in these Terms, tpTek may collect, use, analyze, and disclose aggregated, anonymized, and de-identified information relating to the use, performance, and operation of the Platform, provided that such information does not identify you, your organization, or any individual.

8.3 Data Processing Addendum

To the extent applicable and if made available by tpTek, the parties may enter into a data processing addendum governing the processing of personal data by tpTek on your behalf.

9.1 Fees

You agree to pay all fees specified in the applicable Order Form or subscription page ("Fees"). Unless otherwise stated, all Fees are payable in advance and are non-cancellable and non-refundable except as expressly stated in these Terms, the applicable Order Form, or as required by law.

9.2 Renewals

Unless otherwise stated in the applicable Order Form, subscriptions renew automatically for successive renewal terms equal to the initial subscription term. You may cancel a renewal by providing notice at least thirty (30) days before the end of the then-current term.

9.3 Late Payment

If Fees are overdue, tpTek may suspend access to the Platform until all overdue amounts are paid in full.

9.4 Taxes

Fees are exclusive of taxes, duties, levies, and similar governmental charges, including sales, use, VAT, GST, or withholding taxes, except taxes based on tpTek's net income. You are responsible for all such taxes associated with your purchase and use of the Platform.

9.5 Fee Changes

tpTek may revise Fees upon notice prior to the applicable renewal term or as otherwise stated in the applicable subscription terms.

10.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. tpTek's Confidential Information includes the Platform, non-public documentation, pricing, product plans, and technical information. Your Confidential Information includes Customer Data and other non-public business, transaction, and financial information provided by you.

10.2 Obligations

The Receiving Party will:

• (a) use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms;
• (b) protect Confidential Information using at least reasonable care; and
• (c) not disclose Confidential Information to any third party except to employees, contractors, advisors, and affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms.

10.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• (a) was already lawfully known to it without restriction;
• (b) was independently developed without use of the Disclosing Party's Confidential Information;
• (c) was lawfully received from a third party without restriction; or
• (d) became public through no breach of these Terms.

10.4 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental request, provided it gives prompt notice where legally permitted and reasonably cooperates to limit the disclosure.

12.1 Mutual Authority

Each party represents and warrants that it has the power and authority to enter into these Terms and that these Terms constitute a valid and binding obligation of that party.

12.2 Limited Service Warranty

tpTek warrants that it will provide the Platform and any related services in a professional and workmanlike manner consistent with generally accepted industry standards for similar services.

14.1 By You

You will defend, indemnify, and hold harmless tpTek, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any third-party claims, actions, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• (a) your Customer Data;
• (b) your use of the Platform in violation of these Terms or applicable law;
• (c) your infringement or misappropriation of any third-party rights; or
• (d) your negligence, misconduct, or unauthorized redistribution or use of data obtained from the Platform.

14.2 By tpTek

tpTek will defend, indemnify, and hold you harmless from and against any third-party claim alleging that the Platform, when used by you as permitted under these Terms, directly infringes such third party's patent, copyright, or trade secret, except to the extent the claim arises from:

• (a) Customer Data;
• (b) Third-Party Data;
• (c) use of the Platform in combination with materials or systems not provided by tpTek, if the infringement would not have occurred but for that combination;
• (d) modification of the Platform by anyone other than tpTek; or
• (e) your use of the Platform in violation of these Terms or applicable documentation.

14.3 Process

The indemnified party must promptly notify the indemnifying party of any claim, reasonably cooperate in the defense, and allow the indemnifying party to control the defense and settlement, provided that no settlement imposing admission of liability or other material obligation on the indemnified party may be entered without its prior written consent, not to be unreasonably withheld.

16.1 Term

These Terms begin when you first accept them or first access or use the Platform and continue until all subscriptions or use rights granted under these Terms have expired or been terminated.

16.2 Termination for Cause

Either party may terminate these Terms or an applicable Order Form upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice, except that tpTek may suspend or terminate immediately for breaches involving unauthorized access, misuse of data, violation of Section 5, or non-payment.

16.3 Effect of Termination

Upon expiration or termination:

• (a) your right to access and use the Platform ends immediately;
• (b) you must cease all use of the Platform except to the extent permitted in writing by tpTek; and
• (c) each party may retain and use Confidential Information only as permitted under these Terms or as required by law.

16.4 Data After Termination

Subject to applicable law, security, backup, and operational requirements, tpTek may delete Customer Data after expiration or termination of the applicable subscription. You are responsible for exporting or retaining any data or Output you need before termination or expiration.

16.5 Survival

Sections that by their nature should survive termination will survive, including Sections 4, 5, 6, 8.2, 10, 11, 13, 14, 15, 16.3, 16.4, and 17 through 20.

20.1 Entire Agreement

These Terms, together with any applicable Order Form and any policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications relating to that subject matter.

20.2 Changes to These Terms

tpTek may update these Terms from time to time. If tpTek makes a material change, it will provide notice by posting the updated Terms on the relevant website or through the Platform, or by other reasonable means. Unless otherwise stated, changes will become effective upon the start of your next renewal term or thirty (30) days after notice, whichever occurs first. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

20.3 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

20.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be enforced to the maximum extent permitted by law.

20.5 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without tpTek's prior written consent. Any attempted assignment in violation of this Section is void. tpTek may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

20.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

20.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any third-party beneficiary rights, except that tpTek's licensors, suppliers, and service providers may rely on any provisions intended for their benefit.