Terms of Use

Effective . Last updated .

At a glance

Who can use this
Business customers with an active Tessera master service agreement. There is no self-serve access.
What you get
A licensed audience list. Tessera produces lists; Tessera never sends messages on your behalf.
What you can't do
Resell the output, sublicense it, train ML models on it, or use it to send unauthorized commercial messages.
If we part ways
Termination per your master service agreement. Your license to use the output ends with the contract.

1. Acceptance

These Terms of Use ("Terms") govern your access to and use of the Tessera platform (the "Service") provided by Tessera AI, LLC, a [STATE] limited liability company ("Tessera," "we," "us"). By accessing or using the Service, you ("Customer") agree to be bound by these Terms and by the master service agreement, order form, or written contract under which Tessera granted you access (the "Agreement"). If there is any conflict between these Terms and the Agreement, the Agreement controls.

2. The Service

Tessera is a business-to-business audience intelligence platform. The Service matches Customer-supplied seed lists and filter criteria against a licensed consumer identity database, enriches the matched records with available attributes, and returns the result as a file (the "Output").

Access to the Service is sales-led. There is no self-serve sign-up. Customer must have an active Agreement with Tessera to access the Service.

3. License grant

Subject to Customer's compliance with these Terms and the Agreement, Tessera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of the Agreement to:

  • Access and use the Service for Customer's internal business purposes.
  • Use the Output for the permitted purposes in Section 5.

All rights not expressly granted are reserved.

4. Output is a list, not a send

Tessera produces audience lists. Tessera does not send email, SMS, push, voice, or any other form of communication on Customer's behalf. Any act of sending a communication to an identity that appears in the Output is performed by Customer (or by Customer's chosen messaging vendor) and is solely Customer's responsibility. Customer's choice of messaging infrastructure, the content of any message Customer sends, and the suppression and consent state of each recipient at the moment of send are Customer's responsibility.

5. Permitted use of output

Customer may use the Output for the following purposes, and only for these purposes:

  • Email marketing campaigns sent through Customer's own messaging infrastructure or an authorized email service provider, subject to applicable law.
  • Audience research, sponsor reporting, and internal analytics.
  • Enrichment of Customer's existing subscriber file with attributes available in the Output.

6. Prohibited use of output

Customer will not, and will not permit any third party to:

  • Resell, sublicense, transfer, distribute, or otherwise make the Output available to any third party.
  • Use the Output, in whole or in part, to train, fine-tune, validate, or otherwise develop a machine-learning model, artificial-intelligence system, or any derivative database.
  • Send SMS, MMS, or telephone communications to identities in the Output without independent and verifiable prior express consent from each recipient as required by the Telephone Consumer Protection Act and applicable state law.
  • Send messages that violate the CAN-SPAM Act, applicable state anti-spam or consumer-protection laws, or recipient unsubscribe or opt-out requests.
  • Use the Output for purposes prohibited by law, for harassment, for unsolicited bulk messaging, or in connection with adult content, weapons, illegal substances, or other categories prohibited by Customer's own messaging vendor.
  • Disregard opt-out signals embedded in the Output. Where the Output includes an opt-out indicator on a record, Customer will not solicit that record via email.
  • Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, scoring algorithms, or matching logic of the Service.
  • Use the Service or Output to compete with Tessera or to build a competing service.

7. Customer obligations and warranties

Customer represents, warrants, and covenants that:

  • Customer has the right to upload any data Customer provides to the Service, and Customer's collection of that data complied with applicable law.
  • Customer will comply with all laws applicable to its use of the Service and the Output, including the CAN-SPAM Act, the TCPA, the CCPA and other US state privacy and consumer-protection laws, and any laws governing the jurisdictions to which Customer sends commercial communications.
  • Customer will honor unsubscribe requests and data-subject access, correction, and deletion requests promptly and as required by applicable law.
  • Customer will keep its account credentials confidential and is responsible for activity under its account.
  • Customer will use the Service only as permitted by these Terms and the Agreement.

8. Tessera's role under CCPA

With respect to data Customer uploads to the Service, Tessera acts as a "service provider" as that term is used in the California Consumer Privacy Act. Tessera will process Customer-uploaded data only for the purposes of providing the Service to Customer and will not retain, use, or disclose Customer-uploaded data for any other commercial purpose.

With respect to the licensed identity database against which Customer's uploads are matched, Tessera and its data partner act as "businesses" in their respective capacities.

9. Intellectual property

Tessera owns and retains all right, title, and interest in and to the Service, the platform, the matching and scoring models, the underlying identity database, and any aggregate data, statistics, or improvements derived from operation of the Service. Customer owns and retains all right, title, and interest in and to the data Customer uploads. The Output is licensed to Customer under Section 3, not sold; no title to the Output transfers to Customer.

Customer grants Tessera a limited license to use Customer-uploaded data solely as necessary to provide the Service and to fulfill Tessera's obligations under the Agreement.

10. Confidentiality

Each party will protect the other's confidential information using the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care. Each party will use the other's confidential information only as needed to exercise its rights and perform its obligations under these Terms and the Agreement. Customer-uploaded data, generated Output, and Tessera's models and pricing are confidential information.

11. Term and termination

The term of these Terms runs concurrently with the Agreement. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Tessera may suspend access immediately if Customer's use poses a security, legal, or operational risk to the Service.

Upon termination, Customer's license to use the Service ends. Customer's license to use the Output expires; Customer may complete the sending of any communication actively underway at the moment of termination, but may not initiate any new use of the Output. Tessera will delete or return Customer-uploaded data as specified in the Agreement.

Sections that by their nature should survive termination (including Sections 6, 7, 9, 10, 12, 13, 14, 15, and 16) survive.

12. Disclaimers

The Service and the Output are provided "as is" and "as available." Tessera disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Tessera does not warrant any specific match rate, deliverability rate, response rate, conversion rate, or audience performance. Identity attributes provided in the Output reflect data licensed from a third party and are believed to be accurate at the time of provision but are not guaranteed to be current, complete, or error-free.

13. Limitation of liability

To the maximum extent permitted by law, Tessera's total cumulative liability arising out of or related to these Terms or the Service will not exceed the fees paid by Customer to Tessera in the 12 months preceding the event giving rise to the claim. Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

The foregoing limitations apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion of certain damages; in those jurisdictions, liability is limited to the greatest extent permitted.

14. Indemnification

Customer will defend, indemnify, and hold harmless Tessera and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding arising out of or related to: (a) Customer's use of the Service or Output in breach of these Terms or applicable law; (b) the content of any communication Customer sends to a recipient identified in the Output; (c) Customer's collection of any data Customer uploads to the Service; or (d) any allegation that Customer's communications failed to comply with the CAN-SPAM Act, TCPA, CCPA, or other applicable law.

15. Governing law

These Terms are governed by the laws of the State of [STATE], without regard to its conflict-of-laws provisions. The parties agree that any dispute will be brought exclusively in the state or federal courts located in [COUNTY/CITY], [STATE], and each party consents to personal jurisdiction and venue there. The Agreement may specify alternative dispute-resolution procedures, which will control if applicable.

16. General provisions

Entire agreement. These Terms and the Agreement constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous discussions, proposals, or agreements.

Amendments. Tessera may update these Terms from time to time. Material changes will be communicated to active customers by email at least 30 days before they take effect.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

Waiver. The failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. Customer may not assign these Terms without Tessera's prior written consent. Tessera may assign these Terms in connection with a corporate transaction.

Notices. Notices to Tessera should be sent to hello@tessera.ai.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

17. Contact

Questions about these Terms can be addressed to:

hello@tessera.ai
Tessera AI, LLC

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