Tenki for Startups Program Terms

1. Introduction and Acceptance

These Program Terms and Conditions (the "Program Terms") govern participation in the Tenki for Startups program (the "Program") offered by Tenki Cloud, LLC, a wholly owned subsidiary of Luxor Technology Corporation ("Tenki," "we," "us," or "our"). The Program is operated by Tenki.

By applying to, enrolling in, or participating in the Program, the applicant and, if accepted, the participating company ("Participant," "you," or "your") agrees to these Program Terms. These Program Terms are in addition to, and incorporate by reference, Tenki's Terms of Service, Acceptable Use Policy, and Privacy Policy (collectively, the "General Terms"), each as updated from time to time. In the event of a conflict between these Program Terms and the General Terms with respect to the Program, these Program Terms control.

1.1 Defined Terms; Relationship to General Terms

Capitalized terms used but not defined in these Program Terms have the meanings given in the General Terms. For purposes of the General Terms, each Participant is a "Customer" and each of its authorized users is a "User." "Workspace" means the Participant's Tenki account or organization, and "Program usage" means any use of the Services funded by Credits. No Order Form is required to participate; acceptance under Section 3 is the operative enrollment.

If you do not agree to these Program Terms, you may not participate in the Program.

2. Eligibility

2.1

To be eligible to apply, an applicant must, at the time of application, meet all of the following criteria:

(a) have raised no more than US$10,000,000 in aggregate external funding;
(b) be at or before its Series A financing stage;
(c) have fewer than 100 employees; and
(d) have been in operation for fewer than five (5) years.

2.2

Eligibility criteria are minimum thresholds only. Meeting the criteria does not entitle any applicant to acceptance into the Program.

2.3

Tenki may modify the eligibility criteria at any time. Tenki may request documentation to verify eligibility and may reject or remove any Participant that does not meet, or ceases to meet, the criteria or that provides inaccurate information.

3. Application and Acceptance

3.1

Applications are reviewed on a rolling basis. Tenki accepts applicants into the Program in its sole and absolute discretion, and may decline any application for any reason or no reason.

3.2

Tenki is under no obligation to accept any minimum or maximum number of applicants, and may open, pause, close, or limit applications at any time.

3.3

Acceptance is effective only upon Tenki's written or electronic confirmation of acceptance to the Participant.

4. Program Benefits

4.1 Program Credits

Upon acceptance, Tenki will apply US$10,000 in promotional credits ("Program Credits") to the Participant's Tenki workspace. Program Credits may be applied toward eligible Tenki products and services as described in Section 5.

4.2 Matching Credits

For each additional dollar of Tenki credit the Participant purchases during the Program period, Tenki will match that purchase with an additional credit on a 1:1 basis, up to a maximum of US$40,000 in matching credits ("Matching Credits"). Matching Credits are promotional credits subject to the same restrictions as Program Credits.

4.3 Perks

Subject to availability and to Tenki's policies, accepted Participants may also receive: access to a Program Slack community and engineering office hours; invitations to Tenki events; a merchandise package; inclusion in Tenki's ecosystem and customer listings (see Section 7); and access to Tenki's San Francisco office subject to Tenki's visitor policy and a separate visitor and confidentiality acknowledgment.

4.4

Perks are provided as a courtesy, are subject to change or withdrawal at any time, and are not a contractual entitlement.

5. Credit Mechanics, Restrictions, and Product Eligibility

5.1 Promotional Nature

Program Credits and Matching Credits (collectively, "Credits") are promotional only. Credits: (a) have no cash value; (b) are non-transferable and non-assignable; (c) are non-refundable and non-redeemable for cash; (d) may not be sold, brokered, or combined with other offers except as expressly permitted; and (e) do not constitute a deposit, prepayment, security, or property interest.

5.2 Expiration

Credits expire on the earlier of (a) the date that is twelve (12) months after the date they are applied to the Participant's workspace, or (b) termination of the Participant's participation in the Program or Tenki account. Expired or forfeited Credits are not recoverable and have no value.

5.3 Product Eligibility and Per-Product Limits

Tenki may designate which products and services are eligible for Credits, and may establish, change, or remove per-product caps, usage thresholds, and rate limits on Credit usage at any time, including for specific products such as AI Code Reviewer. Tenki may exclude or limit the use of Credits for any product in its discretion. Tenki will disclose the existence of per-product caps in the Program's published materials, and any public statement that Credits may be used across the Tenki suite is qualified by this Section.

5.4 Service Tier and Model Routing

Tenki may provision Program usage using designated service tiers, infrastructure, and underlying models, and may route or reassign Program usage to alternative or lower-cost models, tiers, or infrastructure at any time. Tenki does not guarantee access to any particular model, tier, feature, or performance level for Program usage.

5.5 Order of Application

Tenki determines the order in which Credits are applied against usage and may apply Credits, paid balances, and discounts in the order it determines.

6. Service Availability; No Service Levels for Program Usage

6.1

Program usage, including all usage funded by Credits, is provided on an "as available" basis.

6.2

No service level commitment applies to Program usage. Any uptime, availability, or service level commitments in the General Terms or in any paid plan do not apply to Program usage, consistent with Section 2.2 of the Terms of Service (Free Trials). Tenki does not warrant uninterrupted or error-free Program usage.

6.3 Priority and Capacity

Tenki may prioritize paying customers over Program usage and may throttle, rate-limit, suspend, or reallocate Program usage during periods of constrained capacity or for operational, security, or economic reasons, without liability.

7. Trademarks, Logos, and Publicity

7.1 License to Tenki

Participant grants Tenki a non-exclusive, worldwide, royalty-free, revocable license to use Participant's name, logo, and trademarks (a) to identify Participant as a Program participant and Tenki customer, and (b) in Tenki's marketing materials, website, "ecosystem" / "built with Tenki" listings, and customer references. Participant may revoke this license prospectively on written notice, after which Tenki will cease new uses within a commercially reasonable period; provided that the license is irrevocable for the duration of the Participant's participation in the Program with respect to identifying Participant as a Program participant.

7.2 License to Participant

Subject to Tenki's brand guidelines, Tenki grants Participant a non-exclusive, non-transferable, revocable license to use Tenki's name and logo solely to indicate that Participant builds on or uses Tenki (for example, "Built on Tenki"). Participant may not use Tenki's marks in any manner that implies endorsement, sponsorship, partnership, or certification beyond participation in the Program, or in any false or misleading manner.

7.3 Press and Named References

Neither party will issue a press release or use the other's name in a marquee or headline manner without the other party's prior written consent (which may be given by email).

7.4

Each party retains all right, title, and interest in its own marks. All goodwill from use of a party's marks inures to that party.

8. Data, Privacy, and Communications

8.1

Tenki's collection and use of application and account data is governed by Tenki's Privacy Policy. By applying, Participant consents to Tenki's processing of the information submitted for purposes of administering the Program.

8.2 Marketing Communications

By applying, Participant agrees that Tenki may contact Participant regarding the Program and related Tenki offerings. Marketing communications are subject to applicable law, including the CAN-SPAM Act and, where applicable, Canada's Anti-Spam Legislation (CASL) and other regional requirements. Participant may opt out of non-transactional communications at any time. Tenki will capture marketing consent through an explicit, separately-checked opt-in in the application form.

8.3 International Participants

Where applicable, Tenki processes personal data in accordance with the GDPR, CCPA/CPRA, and other applicable data protection laws, as described in the Privacy Policy.

9. Acceptable Use and Compliance

9.1

Participant's use of Tenki remains subject at all times to the Acceptable Use Policy and the General Terms.

9.2

Participant may not: create multiple or duplicate accounts to obtain additional benefits; resell, transfer, or monetize Credits or benefits; misrepresent eligibility; or use the Program to circumvent pricing, caps, or limits.

9.3

Participant is responsible for compliance with all applicable laws, including export controls, sanctions, and anti-money-laundering requirements, in connection with its use of Tenki.

10. Modification, Suspension, and Termination

10.1

Tenki may modify, suspend, or discontinue the Program, or any benefit, in whole or in part, at any time, with or without notice.

10.2

Tenki may modify these Program Terms at any time. Tenki will make reasonable efforts to notify Participants of material changes, consistent with Section 6 of the Terms of Service. Continued participation after changes take effect constitutes acceptance of the revised Program Terms.

10.3

Tenki may suspend or terminate a Participant's participation, and revoke unused Credits, immediately if the Participant breaches these Program Terms or the General Terms, becomes ineligible, engages in fraud or abuse, or for any other reason in Tenki's discretion. Tenki will notify the Participant as early as commercially reasonable.

10.4

On termination of participation for any reason, all unused Credits and unredeemed benefits are immediately forfeited. For clarity, amounts actually paid by the Participant (as opposed to promotional Credits, which have no cash value) are governed by Section 5.2 of the Terms of Service, including any refund of prepaid, unused fees on termination for cause by the Participant.

11. Disclaimers and Limitation of Liability

11.1

The Program and all Program usage are provided "as is" and "as available," without warranties of any kind, to the maximum extent permitted by law. Tenki disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, with respect to the Program.

11.2

To the maximum extent permitted by law, Tenki will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any lost profits or data, arising out of or relating to the Program. Tenki's total aggregate liability arising out of or relating to the Program will not exceed US$100.

11.3

The limitations in this Section apply notwithstanding any failure of essential purpose. With respect to any matter arising out of or relating to the Program, the limitations in this Section are the sole and controlling limitations of Tenki's liability and apply in place of, and not in addition to, any limitation of liability in the General Terms.

Tenki for Startups: Program Terms and Conditions