1. Acceptance of terms
These Terms of Service and End User License Agreement (the "Agreement") form a binding agreement between you and CC Pty Ltd ("Tandem," "we," "us"). By downloading, installing, running, or creating an account on Tandem, or by using tandembase.xyz and any related property (the "Site"), you agree to this Agreement.
If you are entering into these Terms on behalf of an organization, you represent that you are authorized to bind that organization. "You" then means that organization.
2. About Tandem
Tandem is a local-first agent-orchestration application published by CC Pty Ltd ("Tandem"). The software is offered in two paid tiers — there is no free tier:
- Pro — paid subscription for a single seat, local-first by default, with an optional hosted workspace ("Cloud") when offered.
- Enterprise — shared team workspaces, custom controls, and SSO. Sold direct. Until you and Tandem sign a Master Services Agreement (MSA) or order form, these Terms govern your Enterprise use; a signed MSA, once in place, controls to the extent of any conflict.
The Tandem client application is proprietary, licensed software (Section 7). Separately, our open-source plugin and SDK components are published under their own open-source license; those open components are governed by that license, not these Terms.
A hosted Cloud tier is coming soon. We offer no uptime guarantee or service-level agreement (SLA) for any current tier; the "as is" and "as available" disclaimer in Section 10 applies.
Public materials on the Site (features, pricing, roadmap) are informational and do not by themselves create a contract.
3. Eligibility
You must be at least 18 years old (16 where local law permits) and legally able to enter into contracts. You must not be subject to sanctions, export restrictions, or debarment by the United States or any jurisdiction in which we operate.
4. Your account
An account is required to purchase a Pro or Enterprise subscription and to use any hosted workspace.
You are responsible for safeguarding your credentials. Notify us immediately at support@tandembase.xyz if you suspect unauthorized access. One account per person or organization — no sharing credentials to circumvent tier limits.
5. Subscription and fees
- Billing. Pro is billed monthly or annually in advance, in US dollars. Taxes are exclusive and added where required.
- Auto-renewal. Subscriptions renew automatically at the then-current rate. Cancel any time from your account; cancellation takes effect at the end of the current billing period.
- Refunds. Your first purchase comes with a 3-day no-questions refund window in all jurisdictions. In jurisdictions whose consumer law requires more (for example, Australia under the Australian Consumer Law), conditional pro-rated refunds are available for 30 days from your first charge. Billing errors are always refunded. Cancel any time to stop future charges. Email legal@tandembase.xyz from the account email, or use Billing → Request refund in-app. Nothing here limits rights under consumer law that cannot be excluded.
- Price changes. We may change prices with 30 days' notice; changes apply to your next renewal.
- Payment processing. Card payments are handled by Stripe under Stripe's terms. We do not store card numbers.
- Non-payment and dunning. If a renewal charge fails, your subscription enters a grace period while Stripe automatically retries (past due). If payment is not restored, paid features are suspended, and a license that remains unpaid is ultimately revoked. For any material breach you can cure (including non-payment), we give you at least 14 days' notice and an opportunity to cure before we terminate; the dunning grace above runs alongside that cure period.
6. Acceptable use
When using Tandem or the Site, you agree not to:
- probe, scan, or test the vulnerability of any Tandem system without prior written authorization (coordinated security testing is welcome — email security@tandembase.xyz);
- reverse-engineer, decompile, or disassemble the software except where applicable law permits;
- redistribute, resell, or host Tandem as a service to third parties without a separate written agreement;
- circumvent license keys, feature gates, or usage limits;
- use Tandem to transmit malware, spam, or unlawful content;
- interfere with or disrupt the Site, or scrape it beyond robots.txt and applicable law;
- impersonate Tandem or misrepresent your affiliation with us.
We may suspend or terminate access for any user who violates these rules.
7. Your content and our software
Your content
You retain all rights in your vault, tasks, wiki pages, prompts, generated outputs, and any other content you create ("your Content"). Your Content stays on your device in the default local-first install. We claim no ownership in it.
If you use a hosted workspace, you grant Tandem a worldwide, non-exclusive, royalty-free license to host, store, transmit, and display your Content solely as needed to operate that service for you.
Tandem does not use your Content, private prompts, code, or personal information to train AI models, for advertising, or to build cross-site profiles.
Our software
The Tandem client application is proprietary — licensed, not sold. Tandem retains all right, title, and interest in the software, documentation, branding, and the Tandem name and logos. Subject to these Terms and payment of fees, we grant you a personal, non-exclusive, non-transferable, revocable license to install and use Tandem for your internal operations for the duration of your subscription.
Open-source plugin and SDK layer. Our plugin and SDK components are published separately under their own open-source license (the "MIT-licensed open layer"). Those open components are governed by that license, and nothing in these Terms restricts rights you have under it. The proprietary client application above is not covered by that open-source license.
License validation and offline use. Your license is unlocked by a signed key that the software periodically validates with our hosted control plane. If your machine cannot reach the control plane, the software keeps working during an offline grace period of up to 72 hours; after that, paid features may enter a degraded state until validation succeeds again. You must not block, spoof, or interfere with validation. The control plane is always operated by us, even in the local-first install.
Feedback
If you send us feedback, you grant us a perpetual, worldwide, royalty-free license to use it without obligation.
8. BYOK and AI providers
Tandem relies on third-party model providers (Anthropic, OpenAI, Google, and others) that you configure with your own API keys. When you use BYOK:
- your prompts and responses flow directly to the chosen provider, not through Tandem;
- your use of that provider is governed by that provider's terms;
- you are responsible for provider costs, rate limits, and compliance with provider policies;
- Tandem has no liability for provider outages, pricing changes, or output quality.
9. Third-party services
Tandem integrates with third-party services (Stripe, Resend, model providers, optional messaging bridges). Your use of those services is subject to their own terms. Sub-processors are listed in our Privacy Policy.
10. Warranties and disclaimers
Tandem and all Tandem tools are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Tandem disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that Tandem will be uninterrupted, error-free, or that AI-generated output is accurate or suitable for any purpose. You are responsible for reviewing and validating any output before acting on it.
No SLA. We give no uptime guarantee or service-level agreement for any current tier. A hosted Cloud tier is coming soon; if and when we offer a contractual SLA, it will be set out in a separate document.
Your consumer rights are preserved. We treat every buyer as a consumer. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy you have under a law that cannot be excluded — including the Australian Consumer Law, EU/UK consumer-protection rules, and any equivalent statute. Where such a law gives you a stronger right than these Terms, that law applies. Refund details are in Section 5.
11. Limitation of liability
To the maximum extent permitted by law: neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Each party's total aggregate liability will not exceed the fees you paid to Tandem in the twelve months before the claim.
These limits do not apply to your payment or indemnification obligations, breach of confidentiality, IP infringement, or liability that cannot be limited by law.
12. Indemnification
You will defend, indemnify, and hold harmless Tandem and its personnel from third-party claims arising out of your breach of these Terms, your violation of law or third-party rights, Content you provide, or your misuse of Tandem or its outputs.
13. Termination
- By you: cancel your subscription or delete your account any time from settings or by emailing support@tandembase.xyz.
- By us: we may suspend or terminate access for violations, non-payment, or legal requirements. For a material breach you can cure, we give you at least 14 days' notice and an opportunity to cure before terminating, except where the law or an immediate security risk requires faster action.
- Data portability: hosted-workspace users may export their Content for 30 days after termination; after that we may delete it.
14. Export controls and sanctions
You represent that you are not located in, and will not export Tandem to, any country or party subject to US or UN sanctions. You will not use Tandem in connection with weapons of mass destruction or any unlawful surveillance program.
15. Changes to these terms
We may update this Agreement. The updated version is posted here with a new "Last updated" date; material changes are announced with reasonable prominence and may require renewed affirmative acceptance. Continued use after an update constitutes acceptance where permitted by law.
16. Governing law
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.
17. Dispute resolution and arbitration
- Good-faith discussion first for at least 30 days between senior representatives.
- Binding arbitration. Except as carved out below, any dispute that is not resolved through good-faith discussion will be settled by final and binding arbitration on an individual basis, rather than in court. Delaware governing law and the Delaware forum (Section 16) apply to the arbitration and to any related court proceeding permitted under this section.
- Class-action waiver. To the maximum extent permitted by law, disputes are brought only in your individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over a class.
- Forum for non-arbitrable matters. Where a claim cannot be arbitrated, it will be brought exclusively in the state and federal courts located in Delaware, United States. Each party consents to personal jurisdiction and venue there.
- Equitable relief. Either party may seek injunctive relief from a court to protect IP or confidential information.
- Jury waiver to the maximum extent permitted by law.
- Consumer carve-out. Nothing in this section requires you to give up any non-waivable right to bring a claim, to a class proceeding, or to a particular forum that the law of your jurisdiction guarantees to consumers (for example, mandatory consumer-protection forums under the Australian Consumer Law or EU/UK law). Where such a right cannot be waived, this arbitration and class-waiver clause does not apply to that claim. The detailed arbitration rules (administrator, seat, and cost allocation) are being finalized with counsel.
18. Miscellaneous
Entire agreement (with the Privacy Policy); no waiver; severability; no assignment without our consent; force majeure; legal notices to legal@tandembase.xyz; independent contractors; no third-party beneficiaries.
