Legal

Terms of Service

Last updated: July 23, 2026

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the TokenWake website at tokenwake.io (the "Site") and any forecasting, analysis, or advisory services ordered through it (the "Services"), provided by Tier Zero Solutions, LLC ("Tier Zero," "we," "us").

By accessing the Site or ordering Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If a signed written agreement, statement of work, or master services agreement exists between you and Tier Zero, that agreement controls to the extent it conflicts with these Terms.

2. The Services

2.1 What TokenWake Provides

TokenWake produces cost and configuration forecasts for AI model deployments. On receipt of a customer-supplied workflow description and any accompanying materials ("Customer Inputs"), Tier Zero produces a written forecast and a recommended model configuration (the "Deliverable").

2.2 What a Forecast Is

A Deliverable is a projection, not a guarantee, warranty, or assurance of any future cost, performance, or outcome.

Forecasts are produced from information available at the time of analysis, including third-party model pricing and published performance characteristics, neither of which Tier Zero controls. Model vendors change prices, deprecate models, alter rate limits, and modify performance characteristics without notice. Your actual costs and results will differ from any forecast.

Descriptions of the Services as "deterministic" or "replayable" refer to the property that the same inputs and the same model catalog produce the same output. They do not mean, and must not be read to mean, that forecasted costs or outcomes are certain, guaranteed, or predictive of your actual results.

2.3 A Forecast Models the Workflow You Describe

A Deliverable models the workflow as you have described it to Tier Zero. It is not an audit, inspection, or independent verification of your actual operations, and Tier Zero does not observe, test, or validate the workflow you run.

You are responsible for the accuracy and completeness of Customer Inputs, including the workflow's steps, volumes, retry and escalation policy, and human review practices. A Deliverable's usefulness depends directly on the accuracy of those inputs.

Where Customer Inputs are incomplete, estimated, or materially different from the workflow you actually operate, the Deliverable will differ from your actual results. That difference is not an error in the Deliverable, and Tier Zero is not responsible for it.

Tier Zero identifies in each Deliverable which inputs were provided as measurements, which as estimates, and which were assumed by Tier Zero in the absence of customer information. You should read those designations as part of the Deliverable.

2.4 Not Professional Advice

Deliverables are informational. They are not financial, accounting, investment, legal, tax, procurement, or engineering advice, and are not a substitute for your own diligence. You are solely responsible for decisions you make in reliance on a Deliverable.

2.5 Third-Party Pricing and Model Data

Forecasts incorporate pricing, availability, and performance data published by third-party model vendors. Tier Zero does not warrant the accuracy, completeness, or currency of that third-party data and is not responsible for changes to it. Tier Zero is not affiliated with, endorsed by, or acting as an agent of any model vendor.

3. Orders, Fees, and Payment

3.1 Ordering

Services are ordered by submitting a request through the Site or by written agreement. A submission is a request, not a binding order. An order is formed only when Tier Zero receives initial deposit.

3.2 Fees

Current fees are stated on the Site or in the applicable invoice or statement of work. Fees are quoted in U.S. dollars.

Tier Zero may change published prices at any time. A change does not affect an order already accepted.

3.3 Payment Terms

Unless otherwise agreed in writing, initial deposit of 50% must be made to confirm order, with balance due on scheduled delivery date. Payment is by ACH, wire transfer, or other method Tier Zero designates. You are responsible for any bank, wire, or transfer fees. Tier Zero may suspend Services and withhold Deliverables while any amount is past due.

3.4 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on Tier Zero's income.

3.5 Refunds

Fees are non-refundable once work has commenced. If Tier Zero is unable to produce a Deliverable due to circumstances within its control, it will refund fees paid for that Deliverable, and that refund is your sole and exclusive remedy.

3.6 Subscriptions

Subscription Services renew automatically each month until cancelled. You may cancel effective at the end of the then-current billing period by written notice. Fees for the current period are not refundable on cancellation.

4. Customer Inputs

4.1 Your Ownership

As between the parties, you retain all right, title, and interest in Customer Inputs. Nothing in these Terms transfers ownership of Customer Inputs to Tier Zero.

4.2 License to Tier Zero

You grant Tier Zero a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and analyze Customer Inputs solely to perform the Services and produce Deliverables for you.

4.3 Retention and Improvement

Tier Zero will not use Customer Inputs to train, tune, or improve any model, product, or service other than in performing the Services for you. Tier Zero will retain Customer Inputs only as long as necessary to perform the Services and for 12 MONTHS thereafter for support and reproducibility purposes, after which it will delete them on written request.

4.4 Your Representations

You represent that you have the right to provide Customer Inputs to Tier Zero and that doing so does not violate any law, contract, or third-party right.

4.5 No Sensitive Data

You will not submit as Customer Inputs any personal data, protected health information, cardholder data, consumer financial account information, government-issued identifiers, or other regulated or sensitive data. Tier Zero's Services are designed to operate on workflow descriptions and operational metadata, not on the underlying data those workflows process.

4.6 Two Categories of Customer Input

Customer Inputs fall into two categories, and different protections apply to each.

Workflow descriptions — the structure of a workflow: its steps, volumes, retry and escalation policy, review practices, and the operational assumptions behind them. This is what the forecasting Service requires, and it is what these Terms are drafted to cover. No historical usage data is needed to produce a forecast.

Operational actuals — measured data about how a workflow has actually performed: usage or billing exports, failure and rework records, labeled examples, evaluation sets, and sample inputs or outputs. Services that depend on actuals (including any recurring actuals-refresh service) are provided under a separate written confidentiality agreement executed before any actuals are transmitted, and are not delivered through the Site's intake forms.

5. Deliverables and Intellectual Property

5.1 Tier Zero's IP

Tier Zero exclusively owns and retains all right, title, and interest in and to the TokenWake platform, the Dynamic Complexity Framework, and all underlying methodologies, algorithms, models, software, know-how, model catalogs, templates, and analytical techniques used to produce Deliverables, including all patents, patent applications, copyrights, trade secrets, and other intellectual property rights therein (collectively, "Tier Zero IP").

Nothing in these Terms grants you any right in Tier Zero IP except the license in Section 5.2. No rights are granted by implication, estoppel, or otherwise.

5.2 License to the Deliverable

On full payment, Tier Zero grants you a non-exclusive, non-transferable, non-sublicensable, perpetual license to use, copy, and internally distribute the Deliverable for your own internal business purposes.

You may not: (a) resell, publish, or distribute the Deliverable outside your organization except to your professional advisors and auditors under confidentiality; (b) use the Deliverable to build, train, or benchmark a competing product or service; or (c) remove or obscure any proprietary notices.

5.3 Feedback

If you give Tier Zero suggestions or feedback about the Services, Tier Zero may use it without restriction or obligation to you.

5.4 Publicity

Neither party will use the other's name, logo, or trademarks in publicity without prior written consent.

6. Confidentiality

Each party may receive confidential information of the other. The receiving party will (a) use it only to perform under these Terms, (b) protect it with at least reasonable care, and (c) not disclose it to third parties except to employees, contractors, and advisors who need to know and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose confidential information as required by law or court order, with prompt notice to the other party where legally permitted.

Confidentiality obligations survive for 5 years after termination, except that trade secrets remain protected as long as they qualify as trade secrets.

7. Warranties and Disclaimers

7.1 Limited Warranty

Tier Zero warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TIER ZERO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TIER ZERO DOES NOT WARRANT THAT ANY FORECAST WILL BE ACCURATE, THAT ACTUAL COSTS OR PERFORMANCE WILL MATCH ANY DELIVERABLE, OR THAT THIRD-PARTY MODEL PRICING OR AVAILABILITY WILL REMAIN AS STATED.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TIER ZERO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO TIER ZERO FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

These limitations apply regardless of the theory of liability and do not apply to a party's confidentiality breach, your payment obligations, or a party's gross negligence or willful misconduct.

9. Indemnification

You will defend and indemnify Tier Zero against third-party claims arising from Customer Inputs, including claims that Customer Inputs infringe or misappropriate a third party's rights or were provided in violation of law.

10. Term and Termination

These Terms apply from your first use of the Site and continue until terminated.

Either party may terminate an order for material breach not cured within 30 days of written notice. On termination, you will pay for Services performed through the termination date. Sections 2.2, 2.3, 4, 5, 6, 7, 8, 9, and 11 survive.

11. General

Governing Law. These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws rules.

Dispute Resolution. The parties submit to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio.

Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, including third-party service or model vendor outages.

Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. Tier Zero may assign freely in connection with a financing or acquisition.

Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Changes to These Terms. Tier Zero may modify these Terms by posting an updated version to the Site. Changes apply prospectively and do not affect orders already accepted.

Entire Agreement. These Terms, together with any accepted order or statement of work, are the entire agreement on this subject and supersede prior proposals and communications.

Severability and Waiver. If a provision is unenforceable, the rest remain in effect. Failure to enforce is not a waiver.

Notices. Notices to Tier Zero: contact@tierzerosolutions.io. Notices to you: the contact information you provide.