This summary is provided for convenience only. It is not part of the Agreement and does not modify it. If this summary conflicts with the Agreement, the Agreement controls.
What this covers. This Agreement governs the support subscription you purchase from Tayana Solutions. It covers three things: software licensed from us, packaged third-party software such as Acumatica or Sage that we support for you, and applications and customizations we built and delivered to you.
Third-party software. We are not the publisher of Acumatica, Sage, or similar products. We support how they are configured and used. We cannot fix a defect in their code. You must keep your own license and maintenance current with the publisher.
Customizations we built. We fix defects against the specification we delivered. If a platform upgrade breaks a customization, repairing it is chargeable project work, not support.
How support works. Support is ticket based. You log a Case through the Support Portal during business hours and we work it. We do not offer service levels, guaranteed response times, or guaranteed resolution times.
What is not covered. Implementation, custom development, training, data work, non-production environments, third-party platforms, and anything outside the licensed product.
AI agents. AI output can be wrong. You decide what an agent is allowed to do on its own, and you are responsible for reviewing its output before you act on it.
Your systems. We do not host your environment. You are responsible for your infrastructure, your backups, and your third-party platform subscriptions.
Money. Invoices are due upon receipt. If you do not pay, we can suspend support.
Term. The subscription runs for the term on your Order and then expires. It does not renew automatically. If you want continued support, place a new Order before it expires.
1.1 Parties
This Support Subscription Agreement (this "Agreement") is a legal contract between Tayana Holdings LLC, a Georgia limited liability company doing business as Tayana Solutions, having its principal place of business at AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, United States ("Tayana", "we", "us", or "our"), and the customer identified on the applicable Order ("Client", "you", or "your"). Tayana and Client are each a "party" and together the "parties".
Tayana Holdings LLC is the sole contracting party. No Affiliate of Tayana is a party to this Agreement, and no Affiliate assumes or owes any obligation or liability to Client under it. Tayana may perform Support Services through its Affiliates as provided in Section 14.1, and Tayana remains responsible to Client for that performance. Client shall bring any claim arising out of or relating to this Agreement solely against Tayana Holdings LLC and against no Affiliate, officer, director, employee, contractor, or licensor of Tayana.
Tayana Affiliates, subcontractors, licensors, officers, directors, employees, and agents are intended third-party beneficiaries of Articles 11, 12, and 13 and may enforce those Articles directly. Except as stated in this paragraph and in Section 18.7, this Agreement confers no rights on any third party.
1.2 Applicability
This Agreement applies to any Support Services subscribed by Client, whether those Support Services relate to (a) Software licensed by Tayana, including Software products, plug-ins, extensions, connectors, AI Agents, and Tayana platforms, (b) Third-Party Software such as Acumatica, Sage, and similar packaged ERP, CRM, and business applications, or (c) Custom Deliverables developed and delivered to Client by Tayana. It applies whether the Supported Products or the Support Services were purchased directly from Tayana or through an Authorized Reseller, and it applies where support or warranty coverage is included as part of a purchase price.
1.3 Acceptance
This Agreement is published by Tayana and does not require a signature. Client accepts this Agreement, and this Agreement becomes binding on Client, on the earliest of the following: (a) Client signs, submits, or accepts an Order that references or includes Support Services; (b) Client pays an invoice for Support Services; (c) Client submits a Case; or (d) Client otherwise receives Support Services. Client represents that the individual taking any of those actions has authority to bind Client.
Read this Agreement carefully. By accepting it as described above, Client acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.
1.4 Order of Precedence
In the event of a conflict regarding Support Services, the following order of precedence applies, from highest to lowest: (a) a written agreement signed by authorized representatives of both parties that expressly references and amends this Agreement; (b) the Order; (c) this Agreement; (d) the Tayana Master Services Agreement; (e) the Tayana End User License Agreement. This Agreement controls all matters relating to Support Services.
1.5 Authorized Resellers
An Authorized Reseller is an independent business and is not an agent, partner, or representative of Tayana. An Authorized Reseller has no authority to bind Tayana, to modify this Agreement, or to make any commitment regarding response times, resolution times, scope, or outcomes. Any such commitment is the sole responsibility of the Authorized Reseller.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"AI Agent" means any software agent, assistant, workflow, or automation supplied, configured, or supported by Tayana that uses artificial intelligence or machine learning models to generate output or take action.
"AI Output" means any content, recommendation, classification, score, message, decision, or action generated or proposed by an AI Agent or by an artificial intelligence model.
"Authorized Reseller" means a third party authorized by Tayana to resell the Software or Support Services.
"Business Day" means a day other than a Saturday, Sunday, or a public or regional holiday observed by Tayana.
"Business Hours" has the meaning given in Section 3.9.
"Case" means a single logged request for Support Services as described in Section 3.7.
"Client Data" means data, records, files, logs, configurations, and other materials provided by Client to Tayana, or accessed by Tayana in Client systems, in connection with a Case.
"Custom Deliverables" means applications, customizations, extensions, reports, integrations, connectors, scripts, and configurations developed by Tayana and delivered to Client under a statement of work or other professional services engagement, and identified on the Order as within the scope of Support Services.
"Initial Term" and "Renewal Term" have the meanings given in Section 10.1.
"Issue" means a specific question, error, or defect relating to a Supported Product reported by Client.
"Order" means a quote, order form, subscription form, statement of work, or invoice issued by Tayana or by an Authorized Reseller and accepted by Client, under which Client subscribes to Support Services. A purchase order, requisition, vendor portal submission, supplier registration form, or other document issued by Client is not an Order, forms no part of this Agreement, and is subject to Section 17.4, regardless of the order of precedence in Section 1.4.
"Platform Provider" means a third party that supplies a Third-Party Platform, including ERP vendors, cloud and hosting providers, and artificial intelligence model and platform providers.
"Publisher" means the third party that publishes, licenses, and maintains an item of Third-Party Software.
"Software" means the software products, plug-ins, extensions, connectors, AI Agents, and platforms licensed by Tayana to Client.
"Support Contact" means an individual designated by Client under Section 3.12.
"Support Portal" means the online support system made available by Tayana.
"Support Services" means the services described in Article 3 and identified on the Order.
"Supported Products" means, collectively, the Software, the Third-Party Software, and the Custom Deliverables identified on the Order as being within the scope of Support Services.
"Supported Version" means a version of the Software for which Tayana currently provides Support Services, as determined by Tayana from time to time.
"Third-Party Platform" means any hardware, software, platform, model, API, network, or service not supplied by Tayana, including ERP platforms, cloud infrastructure, hosting environments, workflow automation platforms, voice platforms, and artificial intelligence model providers.
"Third-Party Software" means packaged or licensed software published by a third party, including Acumatica, Sage, Microsoft, and similar ERP, CRM, and business applications, licensed by Client directly from the Publisher or through a reseller, and identified on the Order as within the scope of Support Services.
3.1 General Description
During the Initial Term and any Renewal Term, Tayana will provide the Support Services identified on the Order in a professional and workmanlike manner consistent with industry practice. Support Services consist of direct response to Cases regarding Issues in the Supported Products.
Support Services do not include and do not replace professional services, implementation services, custom development, configuration projects, data migration, training, staffing, or managed services, and Tayana has no obligation to provide any of them under this Agreement. Support Services are intended only for Clients that are past the implementation phase and are operating the Supported Products in a live production environment.
3.2 Categories of Supported Products
Support Services may be purchased for any of the following, as identified on the Order:
Tayana Software. Software licensed by Tayana to Client. Tayana controls the source code and may issue corrections at its discretion.
Third-Party Software. Packaged software published by a third party, such as Acumatica, Sage, Microsoft, and similar ERP, CRM, and business applications, licensed by Client directly from the Publisher or through a reseller. Tayana provides functional, configuration, and administrative support only.
Custom Deliverables. Applications, customizations, extensions, reports, integrations, scripts, and configurations developed by Tayana and delivered to Client under a statement of work or other professional services engagement.
The Order identifies which Supported Products are within scope. Any product, module, environment, or deliverable not identified on the Order is outside the scope of Support Services.
3.3 Third-Party Software
Where Support Services cover Third-Party Software, the following apply in addition to Article 5.
Client must hold and maintain, at its own cost, a valid and current license for the Third-Party Software and, where the Publisher requires it, a current maintenance or support subscription directly with the Publisher or its authorized reseller. Tayana may require evidence of both as a condition of providing Support Services, and may suspend Support Services for the affected Third-Party Software if that evidence is not provided.
Tayana is not the publisher of Third-Party Software. Tayana does not own, control, or have access to its source code, cannot correct a defect in it, and does not assume any obligation, warranty, service level, or liability of the Publisher. Tayana's role is limited to functional, configuration, and administrative support of the Third-Party Software as deployed in Client's environment.
Where Tayana identifies an Issue as a defect in the Third-Party Software, Tayana's sole obligation is to document the Issue and, where Client has authorized Tayana to act on its behalf, to report it to the Publisher. Whether the defect is corrected, and the timing of any correction, rests entirely with the Publisher. Tayana's obligations with respect to that Case are suspended until the Publisher responds.
Tayana makes no representation regarding any Publisher's product roadmap, release schedule, end-of-life or end-of-support decision, pricing, licensing policy, or support policy. Client's use of Third-Party Software is governed exclusively by the Publisher's own license and support terms, and nothing in this Agreement grants Client any right in Third-Party Software.
Where a Publisher requires an upgrade, migration, or re-platforming as a condition of continued support, that work is a chargeable professional service and is outside the scope of Support Services.
3.4 Custom Deliverables
Where Support Services cover Custom Deliverables, Support Services are limited to correction of defects. A defect means a material failure of the Custom Deliverable to perform substantially in accordance with the written specification under which it was delivered and accepted.
Support Services for Custom Deliverables do not include new or changed functionality, changes to the original specification, new requirements, additional reports or integrations, user interface changes, or performance tuning arising from growth in data volume, transaction volume, or user count. Work of that nature is a chargeable professional service.
Where a Custom Deliverable ceases to function, or functions incorrectly, because the underlying Software, Third-Party Software, Third-Party Platform, operating environment, or integrated system has been updated, upgraded, patched, reconfigured, migrated, or replaced, the resulting remediation is a chargeable professional service and is outside the scope of Support Services. This applies whether or not the change was foreseeable and whether or not Tayana performed the change.
Support Services are available for a Custom Deliverable only while it remains unmodified by Client or by any third party. Any modification not performed by Tayana ends Support Services for that Custom Deliverable unless Tayana agrees otherwise in writing, and Tayana may charge for any assessment or remediation required as a result.
Ownership of, and license rights in, Custom Deliverables are governed by the statement of work and the Master Services Agreement under which they were delivered, and not by this Agreement. This Agreement governs only the provision of Support Services for them.
3.5 Ticket-Based Model; No Service Levels
Support Services are provided on a ticket basis only. This Agreement does not create, and Tayana does not offer, any service level agreement, uptime commitment, availability commitment, response time commitment, resolution time commitment, severity classification, escalation guarantee, service credit, penalty, or remedy for delay of any kind.
Tayana will use reasonable commercial efforts to respond to Cases during Business Hours, in the order and at the priority Tayana determines in its sole discretion, taking into account the nature of the Issue and available resources.
Any response time, target, turnaround figure, or priority level appearing in marketing material, a proposal, a portal interface, a knowledgebase article, or correspondence is an estimate only and is not a contractual commitment. Client acknowledges that it has not relied on any service level representation in entering into this Agreement or in purchasing the Software.
3.6 Target Response Guidelines
For planning purposes only, Tayana publishes the following internal targets for first response to a Case logged through the Support Portal during Business Hours. Tayana assigns the priority of every Case in its sole discretion.
Priority 1. Production processing has stopped and no workaround is available. Target first response: same Business Day.
Priority 2. A major function is impaired and a workaround is available. Target first response: one Business Day.
Priority 3. A question, minor error, or configuration query. Target first response: two Business Days.
Priority 4. An enhancement request, documentation request, or general inquiry. Target first response: five Business Days.
These targets apply to first response only. They do not apply to diagnosis, correction, or resolution, and no target for resolution exists. Tayana may revise these targets at any time in accordance with Section 17.2.
These targets are internal planning guidance only. They are not commitments, they do not constitute a service level agreement, and they create no obligation of any kind. A failure to meet a target is not a breach of this Agreement and gives rise to no credit, refund, escalation right, termination right, or other remedy. Nothing in this Section modifies Section 3.5, and Client acknowledges under Section 18.6 that it has not relied on these targets.
3.7 Cases
Each instance in which Client contacts Tayana for Support Services is a "Case" and is assigned a unique Case number. Client must hold an active Support Services subscription under this Agreement to be eligible to log a Case and receive Support Services.
Cases must be logged through the Support Portal by a designated Support Contact. Requests made through any other channel, including direct email, telephone, text message, chat, or messages to individual Tayana personnel, are not Cases, are not tracked, and create no obligation for Tayana.
3.8 Issue Response
Tayana will use reasonable commercial efforts to respond to Cases reported by Client. Notwithstanding anything in this Agreement to the contrary, Tayana makes no guarantee that (i) all Issues will be resolved, (ii) any version of the Software will be error free, or (iii) Tayana will correct or attempt to correct any Issue. The decision whether to correct any particular Issue is made in Tayana's sole discretion.
The Supported Products operate with and depend on Third-Party Software and Third-Party Platforms. Where Tayana has isolated an Issue as being caused by Third-Party Software, a Third-Party Platform, or Client's environment, Tayana may require Client to work directly with the support personnel of the relevant Publisher or Platform Provider, and Tayana's obligations with respect to that Case are suspended until the third-party matter is resolved.
In the resolution of certain Cases, Client may be required to: (i) provide Tayana a listing of output and other data, including databases and backup systems, that Tayana may need in order to reproduce operating conditions similar to those present when the Issue occurred; (ii) assist by eliminating hardware, operating system software, and application software deficiencies or conflicts; (iii) provide requested diagnostic information and, where applicable, open and maintain a corresponding support case with the Publisher; (iv) implement recommended corrective or workaround procedures; and (v) make a knowledgeable Support Contact available in a timely manner. Tayana is not responsible for any delay or failure to resolve a Case that results from Client's failure to meet these obligations, and time spent by Tayana awaiting Client response may be charged against Client's support units.
3.9 Methods of Assistance and Business Hours
Support Services are delivered through the Support Portal from 8:00 AM to 5:00 PM US Eastern Time, Monday through Friday, excluding public and regional holidays observed by Tayana ("Business Hours"). Tayana may change its Business Hours and holiday schedule on notice.
After-hours, weekend, and holiday support is not included. Terms for it may be obtained from Tayana and are subject to a separate Order and separate fees.
3.10 Exclusions from Support Services
Support Services do not cover any of the following:
any product, module, environment, or deliverable that is not a Supported Product identified on the Order;
custom development, enhancements, new features, or modifications to any Supported Product;
Issues caused by modifications, customizations, scripts, integrations, or configurations not performed by Tayana;
hardware, operating systems, networks, databases, or third-party software not identified on the Order;
correction of a defect in the source code of Third-Party Software, and any Issue that the Publisher declines, delays, or fails to correct;
upgrade, migration, or re-platforming of Third-Party Software, including upgrades required by a Publisher as a condition of continued support;
remediation of a Custom Deliverable affected by an update, upgrade, patch, reconfiguration, migration, or replacement of any Software, Third-Party Software, Third-Party Platform, or integrated system;
any Supported Product for which Client does not hold a valid and current license and, where required, a current Publisher maintenance or support subscription;
Third-Party Platforms, including ERP platforms, cloud and hosting infrastructure, workflow automation platforms, voice platforms, and artificial intelligence model providers;
non-production, sandbox, development, staging, or test environments;
data quality, data entry, data mapping, data migration, data cleansing, or data restoration;
non-technical matters, including billing, licensing, procurement, contracting, and general inquiries;
training, user enablement, and change management;
Issues arising from use of a version of the Software that is not a Supported Version;
Issues arising from Client's failure to apply an update, patch, correction, or workaround supplied by Tayana;
Issues arising from Client's failure to meet documented minimum system, network, or platform requirements;
support requested or delivered outside Business Hours; and
any matter that Tayana determines in good faith to be a request for professional services rather than support.
3.11 Supported Versions
Tayana does not provide Support Services for versions of the Software that Tayana no longer supports. The list of Supported Versions may be obtained from Tayana's contact personnel from time to time and is subject to change. Retired versions are not supported under this Agreement, and no refund or credit is due on account of a version reaching end of support. For Third-Party Software, the Publisher determines which versions it supports, and Tayana does not provide Support Services for a version that the Publisher has placed beyond end of support.
3.12 Client Support Contacts
Client will designate the number of authorized Support Contacts stated on the Order, or two if the Order is silent. Each Support Contact must be trained and knowledgeable in the use of the Software. All Support Services are delivered to and through the Support Contacts. Tayana may decline to accept a Case from any person who is not a designated Support Contact. Client may change its Support Contacts on written notice.
3.13 Client Responsibilities
Client is solely responsible for: maintaining current, complete, and tested backups of its systems and data; procuring and maintaining all licenses, subscriptions, and usage rights for Third-Party Software and Third-Party Platforms, including any Publisher maintenance or support subscription required as a condition of support; maintaining a properly configured and secure operating environment; providing accurate and complete information in each Case; providing timely access to systems and personnel; testing corrections and workarounds in a non-production environment before applying them to production; and maintaining the confidentiality and security of all credentials.
3.14 Remote Support
Where Tayana is unable to diagnose or resolve a Case without direct access, Tayana may request access to the Client server or computers experiencing the Issue. Client must have Remote Desktop or equivalent capability available on the systems to be accessed. By granting access, Client authorizes Tayana to remotely access those systems and the data on them solely for the purpose of providing Support Services with respect to that Case.
Client must take a complete and verified backup of all affected systems and data before granting Tayana access. Tayana is not responsible for any loss, corruption, unavailability, or disclosure of data or systems arising in connection with remote access, except to the extent directly and solely caused by Tayana's gross negligence or willful misconduct. Client's failure to maintain a current backup is an intervening cause for which Tayana bears no responsibility.
3.15 Scope, Units, and Overages
Support Services are supplied in the units stated on the Order, which may be expressed as support hours, a number of Cases, a named user or Support Contact count, an environment count, or a subscription period. Units are consumed as Tayana performs work, including time spent on diagnosis, reproduction, research, communication, and documentation, whether or not the Issue is resolved.
Unused units expire at the end of the Initial Term or the applicable Renewal Term. Unused units are not refundable, not transferable, and do not carry forward, and no credit is due for them.
Where the Order states no unit of measure, Support Services are provided on a fair use basis, meaning a volume of Cases and effort reasonably consistent with a single production environment of the size described at the time of purchase. Where Client use materially exceeds fair use, Tayana may, on written notice, require Client to purchase additional units at Tayana's then-current rates as a condition of continued Support Services.
3.16 Service Limitations
Tayana requires mutually respectful dialog between its personnel and Client personnel. Repeated verbal abuse, harassment, threats, or discriminatory conduct directed at Tayana employees or contractors is cause for Tayana to immediately terminate this Agreement and to deny Client any future Support Services. In any such event, no refund is due for prepaid Support Services fees or unused support units.
3.17 Online Resources; Disclaimer
Access to Support Services may also include access to the Tayana support knowledgebase, online documentation, community forums, and product suggestion system. Availability of these resources is not guaranteed, and any of them may be modified, restricted, or withdrawn at any time.
Tayana expressly disclaims all warranties regarding information in the Tayana knowledgebase, documentation, forums, and suggestion system, including any implied warranties of merchantability, fitness for a particular purpose, and accuracy. Information in those resources is provided for general guidance only and is not a commitment regarding product behavior.
4.1 Scope of this Article
This Article applies wherever the Software or the Support Services involve artificial intelligence features, AI Agents, or Tayana platforms. This Article prevails over any conflicting provision elsewhere in this Agreement with respect to AI Agents and AI Output.
4.2 Nature of AI Output
AI Output is probabilistic. It may be inaccurate, incomplete, outdated, biased, misleading, or inconsistent between runs even where the inputs are unchanged. Tayana makes no representation or warranty that AI Output is accurate, complete, current, reliable, reproducible, fit for any particular purpose, or suitable for reliance. AI Output is informational only. It is not professional, legal, financial, tax, accounting, medical, clinical, insurance, or employment advice, and it must not be treated as such.
4.3 Human Oversight is Client's Responsibility
Client is solely responsible for: determining which actions an AI Agent is permitted to take without human approval; configuring and maintaining human review and approval points; reviewing AI Output before acting on it; establishing appropriate controls, thresholds, and exception handling; and all consequences of any action taken or omitted by an AI Agent that Client has configured, enabled, or authorized.
Client shall not use an AI Agent to make or execute a final decision that has a legal or similarly significant effect on an individual, including decisions relating to credit, lending, employment, housing, insurance underwriting or claims, clinical care, benefits eligibility, or education, without qualified human review of that decision.
4.4 Third-Party Models and Platforms
AI Agents depend on Third-Party Platforms operated by Platform Providers. Platform Providers may at any time and without notice change, retrain, version, deprecate, reprice, throttle, restrict, or discontinue their models, APIs, safety filters, and terms.
Any resulting change in AI Agent behavior, availability, latency, cost, accuracy, or output quality is not a defect in the Software and is not a breach of this Agreement by Tayana. Diagnosis, re-engineering, prompt revision, or re-integration required as a result of a Platform Provider change is a chargeable professional service and is outside the scope of Support Services.
Client is solely responsible for procuring and maintaining, at its own cost, all Platform Provider licenses, subscriptions, credentials, and usage rights required for the AI Agents to operate, and for all usage charges, overage charges, and rate limits associated with them. Tayana does not resell, sublicense, or convey any right in any Third-Party Platform.
4.5 Client Data and Model Training
Tayana does not use Client Data, Client Confidential Information, or AI Output to train, fine-tune, retrain, or otherwise develop or improve any foundation model, machine learning model, or artificial intelligence system, whether Tayana's own or that of any third party, except (a) with Client's prior written opt-in consent recorded in an Order, Statement of Work, or other signed writing, or (b) using data that has been aggregated and de-identified such that it does not identify Client, any User, any individual, or Client's business. Tayana may use aggregated, de-identified operational, diagnostic, and telemetry data that does not identify Client or any individual for the purpose of maintaining, securing, and improving its products and services.
Where Client submits Client Data directly to a Platform Provider through its own account or credentials, that submission is governed exclusively by the Platform Provider's terms. Tayana has no control over, and no responsibility for, the Platform Provider's handling, retention, or use of that data.
4.6 Prohibited Uses
Client shall not use, and shall not permit any person to use, the Software or any AI Agent to: generate or distribute unlawful, defamatory, harassing, or deliberately deceptive content; impersonate any person or organization without clear disclosure; create synthetic audio, image, or video intended to deceive; extract, reverse engineer, replicate, or benchmark any model, prompt, agent configuration, or workflow; circumvent or disable safety controls, rate limits, or content filters; conduct prompt injection or model extraction attacks; process personal data in violation of applicable law; or make automated decisions in breach of Section 4.3.
Tayana may suspend or terminate Support Services immediately on written notice for a breach of this Section 4.6, without refund and without liability.
4.7 Logging and Records
Tayana may record and retain Case records, session logs, prompts, inputs, and AI Output relating to a Case for the purposes of providing Support Services, maintaining security, meeting legal obligations, and establishing or defending legal claims. Tayana retains only what is reasonably necessary for those purposes, and in no event for longer than twenty-four months.
Tayana will delete Case artifacts containing Client Data on Client's written request, except to the extent retention is required by law or by a pending or reasonably anticipated claim, investigation, or legal hold. Client Data contained in those records remains Client's Confidential Information.
4.8 Acknowledgement
Client acknowledges that AI Agent behavior may vary over time, that automation rates and accuracy rates may change, and that Support Services include no commitment to achieve or maintain any particular level of accuracy, output quality, automation rate, exception rate, or business outcome.
Tayana is not the publisher or licensor of any Third-Party Software and does not develop, sell, sublicense, host, or convey ownership or license rights in any Third-Party Software or Third-Party Platform. Client's use of any Third-Party Platform is governed exclusively by the Platform Provider's own terms, and Client is responsible for compliance with those terms.
Tayana has no liability for any Third-Party Software or Third-Party Platform, including for defects, downtime, degradation, latency, API or interface changes, version or release changes, end-of-life decisions, pricing changes, data handling, retention, security, output quality, policy changes, suspension, or discontinuation. Warranties and service levels, if any, are offered directly by the Publisher or Platform Provider under its own terms and are not passed through, assumed, or guaranteed by Tayana.
Tayana provides reasonable commercial efforts support only for matters within its control, being the configuration, integration logic, and Custom Deliverables it supplied. Tayana is not obligated to resolve, and has no liability for failing to resolve, any Issue that originates in Third-Party Software, a Third-Party Platform, or Client's environment.
6.1 Definition
"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Tayana's Confidential Information includes the Software, source code, architecture, methodologies, frameworks, prompts, agent configurations, workflows, templates, knowledgebase content, Case records, pricing, and the terms of any Order. Client's Confidential Information includes Client Data and Client's non-public business rules and operating data.
6.2 Obligations
The Recipient shall use the Discloser's Confidential Information solely to perform or receive Support Services under this Agreement, shall not disclose it to any third party other than its Affiliates, personnel, subcontractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than these, and shall protect it using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care.
6.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Article; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.
6.4 Compelled Disclosure
The Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that, where legally permitted, it gives the Discloser prompt written notice and reasonable cooperation, at the Discloser's expense, to seek protective treatment. Disclosure under this Section is not a breach.
6.5 Duration
The obligations in this Article continue for three years from the date of each disclosure, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
6.6 Residual Knowledge
Nothing in this Agreement restricts Tayana personnel from using general knowledge, skills, experience, ideas, concepts, methods, and know-how retained in unaided memory in the course of performing Support Services, provided they do not disclose Client Confidential Information and do not use Client Data.
6.7 Independent Development
Nothing in this Agreement restricts either party from developing, acquiring, licensing, marketing, or providing products or services that are similar to or compete with those of the other party, or from working with any other customer, provided it does not use the other party's Confidential Information in doing so.
6.8 Equitable Relief
The parties agree that a breach of this Article may cause irreparable harm for which monetary damages are an inadequate remedy, and that the non-breaching party is entitled to seek injunctive and other equitable relief without the requirement to post bond, in addition to all other remedies.
6.9 Feedback
Any suggestion, feedback, enhancement request, idea, or recommendation Client provides regarding the Software, AI Agents, or Support Services is non-confidential, and Tayana may use, implement, and commercialize it without restriction, attribution, obligation, or compensation.
7.1 Deployment Model
Tayana does not host, operate, or control Client's operating environment. The Supported Products run within Client's own infrastructure, cloud tenancy, hosting provider, or Platform Provider account. Client is solely responsible for the security, configuration, patching, access control, monitoring, availability, backup, retention, and lawful use of that environment and of all data within it.
7.2 Limited, Incident-Driven Access
Tayana accesses Client systems and Client Data only as reasonably necessary to respond to a Case, only with Client's authorization, and only for the duration required. Tayana processes Client Data solely on Client's documented instructions, as expressed in the Case and in this Agreement.
7.3 Security Measures
Tayana maintains administrative, technical, and organizational measures that are commercially reasonable for the limited and incident-driven nature of its access. Those measures currently include role-based access controls, written confidentiality obligations on personnel and subcontractors, encrypted transmission channels, and revocation of access on completion of a Case.
This description reflects Tayana's practices as at the date of this Agreement, is provided for information only, and is not a warranty, covenant, certification, or guarantee of any specific control, standard, framework, or audit result. Tayana may change its measures at any time, provided the overall level of protection is not materially reduced. Tayana does not undertake to store Client Data, and Client should supply only the minimum data necessary to reproduce and resolve the Issue.
7.4 Client Obligations Regarding Regulated Data
Client shall not provide to Tayana, and shall use reasonable efforts to redact, mask, or de-identify before providing, any personal data, protected health information, cardholder data, government identifiers, biometric data, or other regulated data, unless the parties have first executed a separate written data processing agreement, business associate agreement, or equivalent covering that data.
If Client provides regulated data to Tayana without such an agreement in place, Client does so at its own risk, and Tayana has no obligation and no liability with respect to that data. Client shall indemnify Tayana in respect of any claim arising from such provision.
7.5 Security Incident Notification
Tayana will notify Client without undue delay after confirming a security incident that has affected Client Data in Tayana's possession or control, and will provide the information reasonably available to Tayana. Notification is not an acknowledgement of fault or liability.
7.6 Entire Data Protection Obligation
This Article, including the data processing terms in Section 7.8 and the protected health information terms in Section 7.9, states Tayana's entire obligation with respect to data protection, privacy, and information security. No separate data processing agreement, business associate agreement, security addendum, or vendor security schedule is required or shall apply, and any such document issued by Client is subject to Section 17.4.
7.7 Backups
Client is solely responsible for backup, archival, and disaster recovery of its systems and data, and for verifying that its backups are complete and restorable. Tayana does not maintain backups of Client systems or Client Data.
Tayana has no obligation to recover, reconstruct, restore, or re-enter any data in any circumstance. Client's failure to maintain a current and verified backup is an intervening cause for which Tayana bears no responsibility. Any liability of Tayana in respect of data is in all cases subject to Article 12.
7.8 Data Processing Terms
This Section, together with the remainder of this Article, constitutes the entire data processing agreement between the parties in respect of Support Services. No separate data processing agreement is required, and Tayana has no obligation to execute any Client form of data processing agreement, security addendum, vendor security schedule, or information security exhibit.
Roles. Client is the controller or business, and Tayana is the processor or service provider, in respect of any personal data contained in Client Data. Client is solely responsible for the lawfulness of the personal data it makes available to Tayana, for issuing all required notices, and for obtaining all required consents and authorizations.
Purpose and instructions. Tayana processes personal data only to provide Support Services and only on Client's documented instructions, which are given by the content of the Case and by this Agreement. Tayana does not sell, share, rent, or disclose personal data for any commercial purpose, does not retain or use it outside the scope of the Support Services, and does not combine it with data obtained from other sources except as permitted by applicable law.
Duration and location. Processing continues only for the duration of the relevant Case and any retention period permitted by Section 4.7. Client consents to processing in the United States, India, and any other location in which Tayana, its Affiliates, or its subcontractors operate, as provided in Section 14.2.
Personnel and subcontractors. Tayana binds its personnel and subcontractors to confidentiality obligations no less protective than Article 6. Client provides general written authorization for Tayana to engage its Affiliates and subcontractors as processors, and Tayana remains responsible for their performance.
Assistance. On Client's written request and at Client's cost, and only to the extent Tayana is reasonably able and the information is within Tayana's possession and control, Tayana will provide reasonable assistance with data subject requests, with notification under Section 7.5, and with regulatory enquiries.
Deletion. On expiry or termination of this Agreement, or on Client's earlier written request, Tayana will delete personal data in its possession, except as provided in Section 4.7. Tayana has no obligation to return data that Client already holds in its own environment, and no obligation to convert, extract, or reformat any data.
Audit. Tayana will respond to one reasonable written security questionnaire in any twelve-month period. Client has no right to conduct an on-site audit, penetration test, vulnerability scan, or inspection of Tayana systems, personnel, or premises, and Tayana has no obligation to provide any third-party audit report, certification, or attestation.
7.9 Protected Health Information
Where Client is a covered entity or a business associate under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, and Support Services will involve Tayana creating, receiving, maintaining, or transmitting protected health information, Client shall notify Tayana in writing before providing that information and shall obtain Tayana's written acceptance of the engagement.
Where such notice is given and Tayana accepts in writing, the following apply and constitute the parties' business associate agreement for the purposes of 45 C.F.R. Section 164.504(e), and no separate business associate agreement is required. Tayana will not use or disclose protected health information other than as permitted by this Agreement or as required by law. Tayana will use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic protected health information, to prevent use or disclosure not permitted by this Agreement. Tayana will report to Client any use or disclosure not permitted by this Agreement, any breach of unsecured protected health information as required by 45 C.F.R. Section 164.410, and any security incident of which it becomes aware, without unreasonable delay. Tayana will bind any subcontractor that receives protected health information to the same restrictions and conditions. Tayana will make available information in its possession that Client requires to meet its obligations under 45 C.F.R. Sections 164.524, 164.526, and 164.528. Tayana will make its internal practices, books, and records relating to protected health information available to the Secretary of Health and Human Services to the extent required by law. On termination, Tayana will return or destroy protected health information it holds and, where return or destruction is not feasible, will extend these protections to that information for as long as it is retained.
Client shall not provide protected health information to Tayana without prior written notice and Tayana's written acceptance. If Client does so, Client is in breach of Section 7.4, Tayana has no obligation and no liability of any kind in respect of that information, and Client shall indemnify Tayana under Article 13.
8.1 Tayana Ownership
Tayana and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Software, the Tayana platforms, all AI Agents, agent configurations, prompts, workflows, connectors, scripts, templates, methodologies, frameworks, know-how, documentation, knowledgebase content, and all fixes, patches, updates, corrections, workarounds, improvements, and derivative works created in the course of or as a result of Support Services, whether or not created in response to a Case and whether or not Client contributed information, ideas, or requirements. This Section does not apply to, and Tayana claims no right in, Client Data or Client's pre-existing intellectual property, which remain the property of Client as provided in Section 8.3.
8.2 License to Corrections
Subject to Client's payment of all amounts due, Tayana grants Client a non-exclusive, non-transferable, non-sublicensable license to use fixes, patches, corrections, and workarounds supplied under this Agreement solely as an integral part of the Software and solely for Client's internal business operations, on the same terms and for the same duration as the license to the underlying Software.
8.3 Client Ownership
Client retains all right, title, and interest in and to Client Data and its own business records. Client grants Tayana a non-exclusive, worldwide, royalty-free license to use, copy, transmit, and process Client Data solely to provide Support Services and to exercise Tayana's rights under this Agreement.
8.4 No Work Made for Hire; No Assignment
Nothing supplied under this Agreement is a work made for hire. No assignment, transfer, or exclusive license of any Tayana intellectual property is made or implied by this Agreement, by an Order, by a Case, or by Client's payment of fees.
8.5 Reuse Rights
Tayana may reuse all methodologies, frameworks, techniques, know-how, tools, templates, and non-Client-specific components in work for any other customer, and may develop and supply similar or identical solutions to any other party, without restriction, notice, or compensation to Client.
8.6 Restrictions
Client shall not, and shall not permit any person to: reverse engineer, decompile, or disassemble the Software or any AI Agent except to the extent that restriction is prohibited by law; copy, distribute, resell, sublicense, or make the Software available to any third party; publish or disclose any benchmark, performance test, or comparative evaluation of the Software or any AI Agent without Tayana's prior written consent; or use Case records, knowledgebase content, or support materials to develop, train, or improve a competing product or service.
9.1 Charges for Services
Fees for the Initial Term and any Renewal Term are governed by Tayana's then-current standard price list and by the amount invoiced to Client by Tayana or by the Authorized Reseller. Tayana may revise its price list at any time, with revised pricing applying to any Renewal Term or new Order.
9.2 Out-of-Pocket Expenses
Client shall pay Tayana or the Authorized Reseller all reasonable out-of-pocket expenses, including travel expenses, incurred in the course of providing Support Services to Client. Tayana will obtain Client's prior approval for any single expenditure greater than USD 250.
9.3 Payment
Tayana or the Authorized Reseller will invoice Client for fees on commencement of the Initial Term and of each Renewal Term.
All invoices are due upon receipt. All payment obligations are non-cancellable, and all fees paid are non-refundable except where this Agreement expressly states otherwise.
9.4 Taxes
Client is responsible for all taxes, levies, duties, and similar assessments imposed as a result of the Support Services, excluding only taxes based on Tayana's net income. Where Tayana is required to collect such amounts, they will be added to the invoice.
9.5 Late Payment
Any amount not paid within thirty days of the date of an invoice is subject to an interest charge equal to the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, payable on demand. Client shall reimburse Tayana for all reasonable costs of collection, including collection agency fees, court costs, and reasonable attorney fees.
9.6 Invoice Disputes
Client must dispute any charge in writing, in good faith, and with reasonable supporting detail, within fifteen days of receipt of the invoice. Charges not disputed within that period are deemed approved and accepted by Client. Client shall pay all undisputed amounts when due, and raising a dispute does not suspend Client's obligation to pay undisputed amounts.
9.7 Suspension for Non-Payment
If any amount is more than fifteen (15) days past due, Tayana may, on written notice and without liability to Client or any third party, suspend Support Services in whole or in part, and may suspend or revoke Support Portal access, until all past due amounts, interest, and collection costs are paid in full.
Suspension does not extend the Initial Term or any Renewal Term, does not entitle Client to any credit, refund, or extension, and does not relieve Client of any payment obligation. Tayana may condition resumption of Support Services on payment in full and on payment in advance for the remainder of the then-current term. The right to suspend is in addition to, and not in place of, Tayana's termination rights and all other remedies.
9.8 Purchases Through an Authorized Reseller
Where Support Services are purchased through an Authorized Reseller, the Authorized Reseller invoices Client under its own terms. Non-payment by Client to the Authorized Reseller that results in non-payment to Tayana entitles Tayana to suspend or terminate Support Services on the same basis as non-payment made directly to Tayana.
10.1 Term; No Automatic Renewal
The initial term of this Agreement commences as provided on the Order under which Client subscribed to Support Services (the "Initial Term"). The length of the Initial Term is set forth on the Order.
This Agreement does not renew automatically. It expires at the end of the Initial Term or of any Renewal Term unless Client purchases a further term by placing a new Order that Tayana accepts before the expiry date (each a "Renewal Term"). Tayana has no obligation to offer, quote, accept, or price any renewal, and no obligation to provide Support Services after expiry.
It is Client's sole responsibility to monitor the expiry date and to arrange any renewal in advance. Tayana has no liability for any damage, cost, delay, or business impact arising from expiry of Support Services.
Tayana may, as a courtesy and entirely at its discretion, notify Client of an approaching expiry date. Any such notice is a courtesy only. Tayana is under no obligation to give it, and Tayana's failure to give it, or any error, omission, or delay in it, does not extend the term, does not create any obligation to renew, does not waive expiry, and gives rise to no claim, liability, or remedy.
10.2 Termination for Cause
Either party may terminate this Agreement if the other party commits a material breach of an obligation under this Agreement that is not cured within thirty days following written notice describing the breach. For non-payment, the cure period is ten days.
10.3 Immediate Termination by Tayana
Tayana may terminate this Agreement immediately on written notice if Client: breaches Section 4.6 (Prohibited Uses), Article 6 (Confidentiality), or Section 8.6 (Restrictions); engages in conduct described in Section 3.16 (Service Limitations); becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding that is not dismissed within sixty days; or ceases to hold a valid license to the Software.
10.4 Effect of Expiry or Termination
On expiry or termination, Client's right to receive Support Services and to access the Support Portal ceases immediately, all open Cases are closed, and all accrued and unpaid amounts become immediately due. No refund or credit is due for prepaid fees or unused support units.
The sole exception is that where Client terminates under Section 10.2 for Tayana's uncured material breach, Tayana will refund the pro rata portion of prepaid fees corresponding to the unused remainder of the then-current term. That refund is Client's sole and exclusive remedy for the breach.
10.5 Survival
The following survive expiry or termination of this Agreement for any reason and remain binding: Sections 1.4, 1.5, 3.4, 3.15, 3.16, 3.17, 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 7.4, 7.7, 7.8, 7.9, 9.3, 9.4, 9.5, 9.6, 10.4, and 10.5, and Articles 2, 5, 6, 8, 11, 12, 13, 14, 16, and 18, together with any other provision that by its nature is intended to survive.
11.1 Limited Warranty
Tayana warrants only that Support Services will be performed in a professional and workmanlike manner consistent with industry practice. Client's sole and exclusive remedy, and Tayana's entire liability, for breach of this warranty is re-performance of the deficient Support Services, provided Client notifies Tayana in writing within thirty days of the performance concerned. If re-performance is not commercially practicable, Tayana may instead refund the fees attributable to the deficient Support Services.
11.2 Disclaimer
Except as expressly stated in Section 11.1, the Support Services, the Supported Products, all AI Agents, all AI Output, and all knowledgebase, documentation, and online resources are provided "as is" and "as available". Tayana disclaims all other warranties, conditions, and representations of any kind, whether express, implied, statutory, or arising from course of dealing, course of performance, or usage of trade, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment.
Tayana does not warrant that any Issue will be resolved, that any Supported Product will be error free, uninterrupted, secure, or available, that any defect will be corrected, or that AI Output will be accurate, complete, or fit for any purpose.
11.3 No Guarantee of Results
Tayana makes no representation or guarantee regarding return on investment, cost savings, time savings, automation rate, accuracy rate, staffing reduction, working capital improvement, or any other business outcome. Any figure supplied in a proposal, model, or estimate is illustrative only.
12.1 Exclusion of Indirect Damages
In no event will Tayana be liable for consequential, incidental, special, indirect, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, loss of goodwill or reputation, business interruption, loss of business opportunity, loss of customers, cost of procurement of substitute goods or services, regulatory fines or penalties, or loss, corruption, or inaccuracy of data or AI Output, regardless of whether the claim is based on breach of contract, tort including negligence, strict liability, breach of warranty, failure of essential purpose, or otherwise, and whether or not Tayana has been advised of the possibility of such damages.
12.2 Limitation on Cumulative Liability
Tayana's total cumulative liability to Client and to all persons claiming by or through Client, for all claims, demands, and actions arising out of or relating to this Agreement, will not exceed the applicable amount determined below according to how the Support Services giving rise to the claim were purchased:
where those Support Services were purchased for a fixed term, an amount equal to three months of the Support Services fees payable under the Order in effect at the time of the event first giving rise to the claim, calculated pro rata over the length of that term; or
where those Support Services were purchased on an incident, ticket, or hourly basis, the fees actually paid by Client for the specific Case out of which the claim arises.
Fees paid for any other Case, Order, Supported Product, engagement, license, subscription, or service are excluded from this calculation and are not available to satisfy any claim. Where a claim relates to more than one Case or Order, the cap is the single highest amount calculated under this Section and the amounts are not cumulative or aggregated.
This limitation applies in the aggregate to all causes of action and claims, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts, and applies regardless of the number of claims, Cases, incidents, or Orders.
12.3 Exceptions
The limitations in Sections 12.1 and 12.2 do not apply to, and there is no cap or exclusion in respect of: (a) Client's obligation to pay fees, interest, and collection costs; (b) Client's indemnification obligations under Article 13; (c) Client's breach of Section 4.6, Article 6, or Section 8.6; or (d) either party's fraud or willful misconduct.
12.4 Application
The limitations and exclusions in this Article apply to Tayana, its Affiliates, subcontractors, licensors, officers, directors, employees, and agents, apply regardless of the number of claims or incidents, and apply even if a limited remedy fails of its essential purpose. Client acknowledges that the fees reflect this allocation of risk and that Tayana would not enter into this Agreement without it.
12.5 Limitation Period
No claim arising out of or relating to this Agreement may be brought by either party more than three (3) months after the cause of action accrued, and each party waives any longer statutory limitation period to the extent waiver is permitted by law. This Section does not apply to a claim by Tayana for payment of fees, interest, or collection costs.
13.1 Client Indemnity
Client shall defend, indemnify, and hold harmless Tayana, its Affiliates, and their respective officers, directors, employees, contractors, and agents from and against all third-party claims, demands, proceedings, damages, liabilities, losses, fines, costs, and expenses, including reasonable attorney fees, arising out of or relating to:
Client Data, including its content, accuracy, legality, and the manner in which Client obtained it;
Client's use of, or reliance on, AI Output, including any decision made or action taken on the basis of AI Output;
any action taken or omitted by an AI Agent that Client configured, enabled, or authorized to act without human approval;
Client's breach of Section 4.3 or Section 4.6;
Client's provision of regulated data in breach of Section 7.4;
Client's violation of any applicable law or regulation, or of any Platform Provider's terms of service;
Client's modification, misuse, or unauthorized use of the Software or any AI Agent, or its combination with anything not supplied by Tayana;
any loss of customers, revenue, goodwill, or business opportunity associated with an AI deployment; and
any claim that Client Data or Client's business rules infringe or misappropriate the rights of any third party.
13.2 Tayana Indemnity
Tayana shall defend Client against a third-party claim alleging that the Support Services as supplied by Tayana infringe a United States patent, copyright, or trade secret, and shall pay damages finally awarded against Client on that claim, provided Client gives Tayana prompt written notice, gives Tayana sole control of the defense and settlement, and provides reasonable cooperation at Tayana's expense.
Tayana has no obligation under this Section for any claim arising from: Client Data; AI Output; any Third-Party Platform; Client modifications; combination of the Support Services or Software with anything not supplied by Tayana; use of a version that is not a Supported Version; Client's failure to apply a correction or workaround supplied by Tayana; or continued use after Tayana has notified Client to stop.
If a claim is made or is likely, Tayana may at its option procure the right to continue, modify the Support Services or Software so they are non-infringing, or terminate this Agreement and refund the pro rata portion of prepaid fees for the unused remainder of the term.
This Section states Tayana's entire obligation and Client's sole and exclusive remedy for any claim of infringement or misappropriation. Tayana has no indemnification, defense, or hold harmless obligation of any kind other than as expressly stated in this Section. Tayana's obligations under this Section are subject to the limitation in Section 12.2.
13.3 Indemnification Procedure
The party seeking indemnification shall: (a) give the indemnifying party prompt written notice of the claim, provided that any delay relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party shall not agree to any settlement that imposes a non-indemnified payment obligation or an admission of liability on the indemnified party without that party's consent, which shall not be unreasonably withheld; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own cost.
14.1 Right to Subcontract
Tayana may perform Support Services through its Affiliates, including entities located in India, and through subcontractors, in each case without Client consent. Tayana remains responsible for the performance of its Affiliates and subcontractors under this Agreement.
14.2 Cross-Border Processing
Client consents to the access, transfer, and processing of Client Data by Tayana Affiliates and subcontractors located outside the United States and Canada for the purpose of providing Support Services, subject to the confidentiality obligations in Article 6.
14.3 Personnel
Tayana determines staffing in its sole discretion. Client has no right to require, retain, or reject any particular individual. Tayana may change assigned personnel at any time.
14.4 Non-Solicitation
During the term of this Agreement and for twenty-four (24) months after its expiry or termination, Client shall not, directly or indirectly, solicit for employment or engagement, or employ or engage, any Tayana employee or contractor who performed Support Services for Client and with whom Client had material contact in connection with those Support Services, without Tayana's prior written consent.
The parties acknowledge that Tayana's loss from a breach of this Section, comprising recruitment and replacement cost, training investment, lost productivity, and disruption to service delivery, would be difficult to ascertain with precision at the time of contracting. The parties therefore agree that a placement fee equal to fifty percent of the individual's first-year total compensation with Client is a reasonable estimate of that loss, is liquidated damages and not a penalty, and is Tayana's sole monetary remedy for the breach. Client shall pay the fee within thirty days of the individual's start date.
This Section is intended to comply with O.C.G.A. Section 13-8-50 et seq. and shall be construed, and if necessary modified by a court or arbitrator, to the minimum extent required to make it enforceable. A general public advertisement not directed at Tayana personnel, and an unsolicited response to it by a Tayana employee or contractor, is not a breach of this Section.
15.1 Excused Performance
Neither party is liable for any delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, embargo, sanction, act of government or regulatory authority, failure or interruption of telecommunications, internet, cloud, hosting, or electrical service, cyberattack including ransomware and denial of service, and any act or omission of a Platform Provider or other third-party supplier.
15.2 Payment Obligations Not Excused
This Article does not excuse or delay Client's obligation to pay any amount due under this Agreement.
15.3 Notice and Mitigation
The affected party shall give prompt notice of the event and shall use reasonable efforts to resume performance.
15.4 Extended Events
If a force majeure event affecting Tayana's performance continues for more than sixty consecutive days, Tayana may terminate this Agreement on written notice without liability. Fees for the period before termination remain payable and are non-refundable.
16.1 Governing Law
This Agreement is governed by and interpreted in accordance with the laws of the State of Georgia, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Good Faith Negotiation
Before commencing any proceeding, the parties shall attempt in good faith to resolve the dispute through negotiation between senior representatives, beginning within fifteen days of written notice of the dispute and continuing for at least thirty days.
16.3 Mediation
If negotiation does not resolve the dispute, the parties shall submit it to non-binding mediation in Atlanta, Georgia, before a single mediator appointed by JAMS or otherwise agreed by the parties. Mediation shall commence within thirty days of a party's written demand. The parties shall share the mediator's fees equally and shall each bear their own costs.
16.4 Binding Arbitration
If the dispute is not resolved within thirty days of the first mediation session, it shall be finally resolved by binding arbitration administered by JAMS before a single arbitrator, seated in Atlanta, Georgia, and conducted in the English language. Where the total amount in controversy, including all claims and counterclaims, is USD 250,000 or less, the JAMS Streamlined Arbitration Rules and Procedures apply and the arbitrator shall determine the dispute on the documents alone unless the arbitrator determines that a hearing is necessary. In all other cases the JAMS Comprehensive Arbitration Rules and Procedures apply.
The arbitrator has no authority to award any damages excluded by Article 12, to award damages in excess of the limitation in Section 12.2, to award punitive damages, or to vary any provision of this Agreement. The arbitrator shall award the prevailing party its reasonable attorney fees, arbitrator fees, filing fees, and costs. Judgment on the award may be entered in any court of competent jurisdiction.
16.5 Waiver of Class Proceedings
All disputes shall be resolved on an individual basis only. Neither party may bring or participate in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding.
16.6 Carve-Out for Equitable Relief and Collection
Notwithstanding Sections 16.2 through 16.4, either party may at any time seek injunctive or other equitable relief in respect of a breach or threatened breach of Article 6 or Article 8, and Tayana may at any time bring an action for the collection of unpaid amounts, in the state or federal courts located in Fulton County, Georgia. Each party consents to the exclusive jurisdiction and venue of those courts for such actions and waives any objection based on forum non conveniens or inconvenient forum.
16.7 Waiver of Jury Trial
Each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to this Agreement.
17.1 Right to Amend
Tayana may amend this Agreement from time to time. The current version is published at https://www.tayanasolutions.com/legal/support-subscription-agreement. Client is responsible for reviewing the published version periodically.
17.2 Effective Date of Amendments
A material amendment takes effect on the later of thirty days after it is posted or the commencement of the next Renewal Term, and Tayana will use reasonable efforts to notify Client's designated Support Contact by email. A non-material amendment, including a clarification, correction, or change to contact details, Business Hours, target response guidelines, or the list of Supported Versions, takes effect on posting.
No amendment applies retroactively. An amendment does not apply to any claim that accrued, or to any dispute of which either party gave written notice, before the effective date of that amendment.
17.3 Acceptance of Amendments
Client's continued use of Support Services, or submission of a Case, on or after the effective date of an amendment constitutes acceptance of the amended Agreement. If Client does not agree to a material amendment, Client's sole and exclusive remedy is to notify Tayana in writing before the effective date and to decline to purchase a further Renewal Term. Fees already paid are non-refundable.
17.4 No Amendment by Client Documents
No purchase order, vendor portal terms, supplier registration terms, click-through terms, or other document issued by Client modifies this Agreement. Any additional or conflicting terms in such a document are void and of no effect, even if the document is signed, acknowledged, or accepted by Tayana personnel.
18.1 Notices
Notices to Tayana must be sent to info@tayanasolutions.com and to Tayana Holdings LLC, Attention: Legal, AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, United States. Notices to Client may be sent to the email or postal address on the Order or in the Support Portal. Notices are effective on delivery if sent by email with confirmation of receipt, on the next business day if sent by recognized overnight courier, or three business days after mailing by certified mail.
18.2 Assignment
Client may not assign or transfer this Agreement or any right or obligation under it, whether by operation of law, merger, acquisition, or change of control, without Tayana's prior written consent. Tayana will not unreasonably withhold consent to an assignment to a successor to all or substantially all of Client's business or assets, provided that Client gives Tayana written notice within thirty days of the transaction, the successor assumes all obligations under this Agreement in writing, and all amounts due have been paid in full.
Tayana may withhold consent, or terminate this Agreement on thirty days written notice, where the successor is a competitor of Tayana or where the successor's scale, use, or environment differs materially from that on which the fees were quoted, and may in that case re-quote fees for the remainder of the term. Tayana may assign this Agreement to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in breach of this Section is void.
18.3 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party has authority to bind the other.
18.4 Severability
If any term or provision of this Agreement is declared void or unenforceable in a particular situation by any judicial or administrative authority, that declaration does not affect the validity or enforceability of the remaining terms and provisions, or the validity or enforceability of that term or provision in any other situation. The provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.
18.5 No Waiver
The failure of either party to enforce any right granted under this Agreement, or to take action against the other party in the event of a breach, is not a waiver of subsequent enforcement of rights or of subsequent action in the event of future breaches. Any waiver must be in writing and signed by the waiving party.
18.6 Entire Agreement
This Agreement, together with the applicable Order, constitutes the entire agreement between the parties concerning Support Services and supersedes and replaces all prior proposals, representations, understandings, and communications, whether written or oral, concerning or relating to Support Services.
Client acknowledges that in entering into this Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, assurance, proposal, quotation, estimate, demonstration, target, projection, benchmark, or understanding that is not expressly set out in this Agreement, whether made by Tayana, by an Authorized Reseller, or by any other person. Nothing in this Section limits liability for fraud.
18.7 No Third-Party Beneficiaries
Except for the Tayana Affiliates, subcontractors, licensors, officers, directors, employees, and agents named as intended third-party beneficiaries of Articles 11, 12, and 13 in Section 1.1, this Agreement is for the benefit of the parties only. No other third party, including any Authorized Reseller, Publisher, Platform Provider, Client customer, or Client affiliate, has any right to enforce any provision of this Agreement.
18.8 Export Control and Sanctions
Each party shall comply with all applicable export control, sanctions, and trade restriction laws. Client represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, that it is not a person listed on any applicable restricted party list, and that it will not export, re-export, or make the Software available in breach of such laws.
18.9 Anti-Corruption
Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act. Neither party has offered, given, or will offer or give anything of value to any government official or other person to obtain or retain business improperly.
18.10 Insurance
Each party is responsible for obtaining and maintaining insurance appropriate to its own business and to the risks it bears under this Agreement. Client is responsible for insuring its own systems, data, business interruption, and regulatory exposure.
Tayana makes no representation regarding its insurance, has no obligation to carry any particular coverage, limit, or endorsement, has no obligation to name Client as an additional insured or loss payee, and has no obligation to provide certificates of insurance, waivers of subrogation, or notices of cancellation. Client acknowledges that the limitations and exclusions in Article 12 apply regardless of the existence, scope, or absence of insurance held by either party, and that no insurance requirement in any Client document creates an obligation for Tayana.
18.11 Publicity
Tayana may identify Client by name and logo as a customer in customer lists, on its website, and in proposals, without disclosing any Confidential Information. Client may withdraw this permission at any time on written notice to Tayana.
18.12 Electronic Acceptance
The parties agree that acceptance of this Agreement as described in Section 1.3 is valid, binding, and enforceable, and neither party will contest the validity or enforceability of this Agreement on the ground that it was not signed.
18.13 Construction
Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean including without limitation. No rule of construction requiring interpretation against the drafting party applies to this Agreement.
18.14 Language
This Agreement is executed and interpreted in the English language. Any translation is for convenience only, and the English version controls.
Published by Tayana Holdings LLC, doing business as Tayana Solutions, AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, United States, at https://www.tayanasolutions.com/legal/support-subscription-agreement. Last updated July 2026.