Tersign Terms of Service

v1.0 — effective 14 July 2026 (professional counsel review pending; material changes on 30 days’ notice per Section 22) Operator: Kevin Zhang, trading as "Tersign" (Hong Kong). Effective: 14 July 2026.

1. This Agreement; Acceptance

1.1 These Terms are a binding agreement between the business you represent ("Customer", "you") and Kevin Zhang, trading as Tersign ("Tersign", "we"). They govern your use of the Tersign services described in Section 2 (the "Services").

1.2 You accept these Terms by clicking accept at signup, by requesting, receiving, or using an API key, or by using the Services — whichever happens first. If software (including an AI agent) accepts or acts on your behalf, that acceptance and those acts bind you. You confirm you are entering this Agreement for business purposes and not as a consumer, and that the person or system accepting has authority to bind you.

1.3 We keep acceptance records: account identifier, timestamp, the version digest of the Terms accepted, and the acceptance surface (signup page, API-key issuance, or API version acknowledgment).

1.4 The following are part of this Agreement, incorporated by reference: the Data Processing Addendum at https://tersign.ai/legal/dpa (the "DPA"), the pricing page at https://tersign.ai/pricing, and the sub-processor list at https://tersign.ai/legal/subprocessors. If documents conflict: (a) for the processing of personal data, the DPA prevails, except that nothing in the DPA limits the license in Section 9 or the creation of Aggregated Data and Anonymized Data as instructed in the DPA; (b) otherwise these Terms prevail over incorporated documents.

2. The Services

2.1 Tersign operates a neutral, append-only evidence ledger for machine-to-machine commerce. When you submit data or a digest, Tersign counter-signs it, links it into a hash chain, and (on applicable tiers) anchors chain digests to public blockchains. The Services include: (a) Record creation and counter-signature; (b) verification tooling (public verify endpoints, CLI, SDKs); (c) scheduled and on-demand exports, Evidence Packs, and Compliance Exports; (d) dispute-triage services (Section 12).

2.2 A "Record" is a counter-signed, hash-chained entry evidencing the existence, integrity, timing, and sequence of data submitted to the ledger — not the truth of the underlying facts. Tersign attests to WHAT was recorded and WHEN; never to whether an underlying transaction was lawful, accurate, or performed.

2.3 We may improve and modify the Services. We will not materially degrade the core function of a paid tier (Record creation, counter-signature, verification, export) without notice. Features labeled "beta" or "alpha" — including any "export mapping (beta)" and "SAFR alignment mapping (beta)" — are provided as-is and may change or be withdrawn at any time.

2.4 API versioning. Breaking API changes ship only in a new API version. Deprecated versions remain supported for at least 90 days after notice via the changelog and API response headers. Security fixes are exempt where reasonably necessary to protect the ledger or customers.

3. Who May Use the Services

3.1 The Services are offered solely to businesses and to software agents acting for identified businesses. They are not offered to consumers or for personal, family, or household use.

3.2 The Services are not available to persons located in, or entities organized in, mainland China (the People's Republic of China other than the Hong Kong and Macau Special Administrative Regions), or to persons in jurisdictions subject to comprehensive sanctions (Section 14).

3.3 Nothing on our site or in the Services is an offer, marketing, or promotion of stablecoins, digital assets, or investment products to any person, including to any member of the public in Hong Kong. Crypto-denominated payment (Section 6.4) is a payment method available to business customers only.

4. Accounts, API Keys, and Security

4.1 Keep your account information accurate (legal name, jurisdiction, contact email): Records are attributed to that identity. Keep API keys confidential and rotate them on suspicion of compromise. You are responsible for all activity under your account and keys, whether by your personnel or your software agents. We may suspend keys we reasonably believe are compromised. We are not liable for losses from unauthorized use occurring before you notify us at security@tersign.ai.

5. Agents and Attribution

5.1 Every action taken through the Services by any software agent, model, script, or automated system using your credentials is your action. You are the principal of record for every Record, dispute-triage request, and payment under your account. No agent has independent legal personality under this Agreement; obligations and liability attach to you as principal. You will not use the Services to obscure the identity of the principal responsible for a transaction.

6. Plans, Fees, and Payment

6.1 Plans: a Free Tier (up to 100 receipts per month, rate-limited); paid subscription tiers for evidence and records services ("Records Tiers"); usage-based fees for Compliance Exports and Evidence Packs (per artifact); and per-receipt counter-signing fees at volume. Current prices, tier limits, and rates are on the pricing page, which is part of this Agreement.

6.2 Taxes. Fees exclude all taxes, levies, and duties. You are responsible for all applicable taxes other than taxes on Tersign's net income.

6.3 Fiat payments are processed by Stripe. You authorize recurring charges for subscriptions. If payment fails, we may downgrade or suspend paid features after notice and a reasonable cure period.

6.4 Crypto payments. Payments in USDC via x402 are final when the transfer is confirmed on-chain. On-chain transfers cannot be reversed; any refund Tersign chooses to make is a new transfer, not a reversal. You are responsible for the wallet addresses you use and for network fees. Fiat and crypto payments confer identical service entitlements. Tersign receives all payments as a merchant for its own account (Section 17).

6.5 Usage-based fees are non-refundable once the export artifact is generated or the Record is written: an append-only ledger entry cannot be unwritten. Subscription fees are non-refundable except pro-rata where Section 22 (changes) expressly provides.

6.6 Price changes take effect on at least 30 days' notice, from your next billing cycle.

7. Free Tier; Support

7.1 The Free Tier is provided strictly as-is, with no support or availability commitment, and may be modified, limited, or discontinued at any time.

7.2 The Free Tier is for digests and business data only. Do not submit personal data in Free Tier payloads. The DPA does not apply to the Free Tier.

7.3 Our total aggregate liability arising from Free Tier use is capped at US$100. [COUNSEL: nominal cap vs zero — see COUNSEL-REVIEW item 9.]

7.4 Paid Records Tiers include a support target: initial response within 48 hours on Hong Kong business days. No uptime SLA and no service credits are offered in v1.

8. Your Records: Ownership and Operating License

8.1 As between the parties, you own your Records and the data you submit. You grant Tersign a non-exclusive, worldwide license to host, copy, process, transmit, and display that data as needed to provide the Services, maintain ledger integrity, and comply with law.

8.2 You are responsible for the lawfulness, accuracy, and content of what you submit. You represent and warrant that: (a) you have all rights and consents needed for Tersign to process the submitted data, including any personal data in payloads; (b) your submissions comply with Section 14; and (c) your notices to and agreements with your counterparties permit you to submit their transaction and outcome data to a records and network-integrity service and permit its derivation into aggregated and anonymized risk signals.

8.3 Each time you submit a Record, and each time you counter-sign a Record submitted by a counterparty, you confirm the grants and warranties in this Section 8 and in Section 9 as to that Record.

9. Outcome Data License

9.1 Definitions. "Aggregated Data" is data combined across customers, transactions, or time so that it does not identify the contributing customer. "Anonymized Data" is data from which identifiers of natural persons have been removed or transformed so that it does not relate to an identified or identifiable natural person. "Outcome Data" means Aggregated Data and Anonymized Data derived from Records and use of the Services — including transaction outcomes, dispute outcomes, refund and release events, and liveness and quality signals.

9.2 Grant. You grant to Tersign — and to Tersign's successors and permitted assigns — a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sublicensable, transferable, and assignable license to create, use, reproduce, modify, distribute, and commercially exploit Outcome Data, for: (a) operating, securing, improving, and developing the Services and new products and services, including counterparty risk, reputation, and reliability products; and (b) industry benchmarks and research. This license survives termination of this Agreement, survives any change of control, merger, acquisition, corporate reorganization (including incorporation of the current individual proprietorship), or sale of all or substantially all of Tersign's assets, and may be assigned in connection with any such transaction.

9.3 Source confidentiality; subject signals. Outcome Data will not identify you as the source of any contribution, will not identify any natural person, and will not disclose your Confidential Information. However, outcome signals concerning an identified business principal may be reflected in risk, reputation, and reliability outputs concerning that principal — that is the purpose of the network — and you acknowledge, reciprocally, that your own principal identity may appear in outputs derived from your counterparties' contributions and from Tersign's own operations. Where a principal is a natural person (for example, a sole proprietor), Tersign will suppress or aggregate signals concerning that principal so that no output identifies a natural person.

9.4 Prohibited uses. Tersign will not sell or disclose your raw Records or payload data to any third party (except as Sections 11 and 14, the DPA, or applicable law require), and will not attempt to re-identify any natural person from Anonymized Data.

9.5 Reservation. All rights in raw Records not expressly granted in Sections 8 and 9 are reserved to you.

9.6 Independent work product. Independently of the license above, signals Tersign derives from its own operations — counter-signature and verification events, prober observations, dispute-triage computations, and chain-integrity checks — are Tersign's own work product.

9.7 Personal data. Where creating Outcome Data involves processing personal data, that processing is performed as a documented instruction under the DPA (DPA Section 3.3); data that no longer relates to an identified or identifiable natural person is not personal data and falls outside the DPA.

10. Data Protection

10.1 Where a paid Records Tier involves processing personal data on your behalf, the DPA is incorporated into this Agreement and applies. Tersign acts as processor; you are the controller (or a processor for your own customers). The Services are designed for data minimization: Records carry digests, and payload personal data should stay on your side wherever possible.

10.2 Sub-processors are listed at https://tersign.ai/legal/subprocessors: currently Cloudflare, Inc. (infrastructure, global) and — only if and when you use dispute services — LLM API providers for non-determinative assistance (DPA Annex C). The DPA governs additions and objections.

11. Immutability, Retention, and Erasure

11.1 The ledger is append-only by design. Cryptographic digests, counter-signatures, chain links, and anchors cannot be deleted, altered, or re-sequenced — by you, by Tersign, or by anyone. That immutability is the product. Stored payloads are separate from digests and can be deleted (Sections 11.4 and 14.5).

11.2 Default retention for stored Record content is seven (7) years from creation, compatible with Hong Kong Inland Revenue Ordinance section 51C record-keeping. You may configure longer retention. You may also configure shorter retention for stored payload content where your own obligations require it; digests and chain structure are unaffected. You are responsible for choosing a retention period that matches your legal obligations.

11.3 On expiry of the retention period, stored payloads are deleted; digests, chain links, and anchors remain.

11.4 Erasure. Erasure and data-subject requests affecting stored content are honored by permanently deleting the stored payload and any associated personal data Tersign holds for that Record, while retaining the digest, counter-signature, chain links, and anchors, which are designed not to contain or reveal personal data. Deleted data is purged from backups in the ordinary rotation cycle, and in any event within 30 days. [COUNSEL: status of retained digests under GDPR after payload destruction is unsettled — see COUNSEL-REVIEW item 1 (EDPB Guidelines 02/2025).]

12. Dispute Services

12.1 Deterministic triage. Dispute triage (rulebook stages R1 and R2) applies published, rule-based logic to signed evidence. The triage determination is deterministic and recomputable: the same signed inputs always produce the same result and rationale, and any third party can recompute a Triage Result from the public dispute record. Free-text statements are never adjudication inputs; party-supplied text travels only in clearly marked unverified fields.

12.2 Triage Results are data, not judgments. A "Triage Result" — including the API field labeled verdict, which denotes a deterministic triage classification and not an adjudication, award, or judgment — is a data output. It is not an arbitral award, expert determination, judgment, or legal conclusion, and binds no one except as you and your counterparty separately agree.

12.3 Escalation. Where triage cannot resolve a dispute (stage R3), Tersign compiles and delivers evidence — Records, Evidence Packs, evidence envelopes — to the external dispute venue the parties select. Venue, procedure, and outcome are the venue's and the parties' alone.

12.4 Separation of roles. Tersign does not act as arbitrator or adjudicator in any dispute in which it supplies a Record, Evidence Pack, or Triage Result, and Triage Results are not adjudications. Where Tersign serves as an arbiter under a third-party protocol, it will not simultaneously act as evidence supplier in that dispute.

12.5 No outcome promises. Tersign makes no representation about the outcome of any dispute or that any venue will accept, weigh, or act on any Record, Evidence Pack, or Triage Result.

13. Data Escape; Termination Exports; Sunset

13.1 You always hold your Records. All paid Records Tiers include scheduled full exports of your Records to storage you own and control, in documented formats, at no additional charge, plus on-demand export APIs. The primary guarantee of this Section is that you already hold your data throughout the term.

13.2 On termination of a paid account for any reason, your Records remain exportable for at least 90 days after the effective date of termination.

13.3 Sunset. If Tersign permanently discontinues the ledger service, we will give at least 90 days' notice, and Records on ALL tiers (including the Free Tier) will remain exportable throughout that notice period via an automated export path designed to run without operator intervention, with a final anchor of all chain heads.

13.4 After the applicable export window closes, Tersign has no obligation to maintain, store, provide, or operate infrastructure for any data, and may delete stored content.

13.5 Anchors outlive Tersign. Digests anchored to public blockchains remain independently verifiable using published open-source tooling, without any dependence on Tersign, for as long as the relevant public blockchain data remains publicly accessible. Tersign does not warrant the continued operation or data availability of any blockchain.

13.6 This Section 13 survives termination.

14. Acceptable Use; Sanctions; Export Control; Rate Limits

14.1 Do not submit content that is unlawful to store or transmit, that infringes others' rights, or that you lack the rights to submit; do not use the Services to facilitate unlawful transactions; do not probe, disrupt, or overload the Services except under a published disclosure policy.

14.2 Free Tier payloads must not contain personal data (Section 7.2).

14.3 Sanctions. You represent that neither you nor any of your beneficial owners is listed on any applicable sanctions list (including OFAC SDN, UN, EU, UK OFSI, and lists implemented by Hong Kong authorities) or located or organized in an embargoed jurisdiction, and that you will not use the Services for the benefit of any such person.

14.4 Export control. You will comply with applicable export-control laws and will not use the Services in violation of them.

14.5 Enforcement. We may throttle or suspend use that exceeds published per-tier rate limits or that abuses the Services (chain-spam, digest-flooding, circumvention of limits — each a material breach). We may delete stored payloads that violate this Section 14; the digests and chain structure remain (Section 11.1).

15. Intellectual Property; Feedback

15.1 Tersign owns the Services, ledger software, SDKs, schemas, specifications, verification tooling, and documentation, and all improvements. Nothing transfers to you except the licenses stated in this Agreement. Open-source components are licensed under their own terms. You own your Records (Section 8). Feedback may be used without obligation or attribution.

16. Confidentiality

16.1 Each party will use the other's Confidential Information only for this Agreement and protect it with reasonable care. Exceptions: information that is public, already known, independently developed, or required to be disclosed by law (with notice where lawful). Raw Records and payloads are your Confidential Information. Outcome Data (Section 9) is not Confidential Information.

17. What Tersign Is Not

17.1 Tersign is an evidence and records service. Tersign never holds, controls, transmits, or settles funds or digital assets for any person; has no ability to move, freeze, or redirect any payment; and is not a party to any transaction it records. Tersign is not a bank, money service business, money transmitter, payment processor, payment institution, custodian, digital asset service provider, virtual asset service provider, or virtual asset trading platform, and provides no financial services. The only funds that flow to Tersign are the fees you pay for the Services, received as a merchant for its own account.

17.2 Tersign is not a law firm, accounting firm, tax advisor, auditor, or compliance certifier. Nothing in the Services — including Evidence Packs and Compliance Exports — is legal, tax, accounting, investment, or compliance advice.

18. Disclaimers

18.1 The Services are provided "as is" and "as available". To the maximum extent permitted by law, all implied warranties (including merchantability, fitness for a particular purpose, and non-infringement) are disclaimed.

18.2 Evidentiary weight. Tersign makes no representation or warranty that any Record, counter-signature, Triage Result, Evidence Pack, or Compliance Export will be admissible, accepted, given any particular weight, or considered sufficient by any court, arbitral tribunal, regulator, auditor, or counterparty in any jurisdiction. Evidentiary weight is always the receiving venue's decision.

18.3 Mapping, not compliance. Compliance Exports and Evidence Packs map Record data to the content requirements of specified regimes (for example, EU AI Act Article 50 disclosure records, VAT invoice content, records-retention formats) as a data-formatting service. Two mappings are validated by automated conformance tests as of this version: EU VAT Article 226b simplified-invoice content and Hong Kong IRO section 51C records retention. Every other mapping — including the EU AI Act Article 50 pack and any SEC Rule 17a-4-oriented format — is labeled "export mapping (beta)", and MAS SAFR-related output is an "alignment mapping (beta)" against a non-binding white paper. Producing an export does not mean you are compliant, and Tersign does not certify, warrant, or guarantee compliance with any law or regime. Tersign does not transmit, file, or submit anything to any government, tax authority, or e-invoicing platform (including KSeF, French PDPs, and Peppol); any regulated delivery occurs only through your own certified provider. Tersign is not a "designated third party" under SEC Rule 17a-4(f) and gives no undertakings to any regulator.

18.4 Tersign attests to the existence, integrity, timing, and sequence of submitted data — not to its truth or accuracy or to the performance of any underlying obligation.

18.5 Tersign is not responsible for third-party services and rails, including blockchains, wallets, and Stripe.

19. Limitation of Liability

19.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility and even if a remedy fails of its essential purpose.

19.2 Tersign's total aggregate liability under or in connection with this Agreement is capped at the fees you paid to Tersign in the twelve (12) months before the first event giving rise to liability (Free Tier: US$100).

19.3 These limits do not apply to your payment obligations, your indemnity, or any liability that cannot be excluded or limited under applicable law. [COUNSEL: Control of Exemption Clauses Ordinance reasonableness — COUNSEL-REVIEW item 9.]

19.4 Without limiting the foregoing, Tersign has no liability for any decision by any tribunal, regulator, auditor, or counterparty regarding the weight, admissibility, or sufficiency of any Record or export.

20. Indemnification

20.1 You will defend and indemnify Tersign and its personnel against third-party claims, and resulting liabilities and reasonable costs, arising from: your Records and submitted content; your breach of Sections 3, 5, 8, or 14; your transactions and disputes with counterparties; or your agents' actions.

21. Term; Suspension; Termination

21.1 This Agreement runs from acceptance until terminated. You may terminate at any time via dashboard or API. We may terminate a paid account on 30 days' notice; we may suspend or terminate immediately for material breach, unlawful use, sanctions exposure, or non-payment after a cure notice. We may terminate Free Tier accounts at our discretion. Where practicable we will suspend (keys or features) before terminating.

21.2 On termination: accrued fees remain due; Section 13 export windows apply; and Sections 8.2-8.3, 9, 11, 13, and 15-24 survive.

22. Changes to These Terms

22.1 We may update these Terms. Material changes take effect no earlier than 30 days after notice by email and dashboard. Non-material changes take effect on posting with an updated version identifier.

22.2 Material changes to Section 9 (Outcome Data license) or Section 19 (liability) take effect for you only after you affirmatively accept them — by click-through or by API version acknowledgment. Continued use alone is not acceptance of those changes.

22.3 If you do not accept a material change, terminate before its effective date and we will refund pro-rata any prepaid, unused subscription fees (usage fees are non-refundable). Continued use after the effective date of other material changes is acceptance.

22.4 Each version is identified by version number, date, and content digest; the digest is anchored in Tersign's own ledger, and prior versions are archived at https://tersign.ai/legal/versions. We retain acceptance records per Section 1.3.

23. Governing Law; Disputes Between You and Tersign

23.1 This Agreement is governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws rules.

23.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

23.3 Either party may seek injunctive relief for IP, confidentiality, or acceptable-use breaches in any court of competent jurisdiction. This Section governs disputes between you and Tersign only; it is unrelated to the dispute services described in Section 12, which concern disputes between you and your counterparties.

24. General

24.1 Entire agreement. This Agreement (with the documents listed in Section 1.4) is the entire agreement about the Services and supersedes prior discussions.

24.2 Severability; waiver. If a provision is unenforceable, the rest stands and the provision is enforced to the maximum permitted extent. Failure to enforce is not waiver.

24.3 Assignment. You may not assign this Agreement without our consent. Tersign may assign this Agreement — including all licenses granted to Tersign, including under Section 9 — without consent, to an affiliate or in connection with incorporation (including transfer of the business of an individual proprietorship to a company), corporate reorganization, merger, acquisition, financing, or sale of all or substantially all assets; data and licenses may transfer as business assets in such a transaction, as also disclosed in the Privacy Notice. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

24.4 Relationship; force majeure. The parties are independent contractors. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.

24.5 Notices. Notices to you go to your account email and dashboard; you consent to electronic delivery. Notices to Tersign: legal@tersign.ai. The current Terms and their version digest are published machine-readably at https://tersign.ai/legal/terms.json and referenced in llms.txt for agent customers.

24.6 Publicity. Tersign may identify you by name and logo as a customer in marketing materials unless you opt out via dashboard or email to legal@tersign.ai. Case studies require your consent.

24.7 Third parties. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply to this Agreement, and no term is enforceable by a person who is not a party, except by Tersign's successors and permitted assigns as stated.

24.8 Language. English governs.