Legal

Terms of Service

Last updated: August 22, 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, and structural reviews of workflow designs. On receipt of a customer-supplied workflow description and any accompanying materials ("Customer Inputs"), Tier Zero produces the written output ordered — a forecast and a recommended model configuration, a Structural Review under Section 2.9, or both. Each is a "Deliverable" for the purposes of these Terms.

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, of any Deliverable, or of any workflow or design assessed under Section 2.9 as "deterministic," "replayable," "certified," or "certifiable" refer to a single property: that the same inputs and the same model catalog reproduce the same output, byte for byte. That property is verifiable, and Tier Zero stands behind it.

Those words carry no other meaning here. 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, nor that any workflow, design, or configuration has been approved, endorsed, audited, or warranted as sound, safe, or fit for any purpose.

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.

2.6 Workflows Tier Zero Will Not Forecast

Some workflows cannot be priced as described. Where a workflow can initiate an unlimited amount of work — a step that starts further work without a fixed bound, or work that arrives on an automated trigger rather than being initiated by a person — and no limit is declared on what a single task may spend, a single task has no maximum cost. Tier Zero will not produce a cost forecast for a workflow in that condition.

Tier Zero will identify in writing the step or condition that causes it, together with what would resolve it. That written finding is a Deliverable for the purposes of these Terms. Fees for the engagement are earned on its delivery, and Section 3.5 does not apply to it.

You may then do either of the following:

(a) Change the workflow so the condition no longer applies. Tier Zero will compile and forecast the corrected workflow once at no additional charge, provided the corrected workflow is submitted within thirty (30) days of the written finding and the changes are confined to resolving the identified condition. A corrected workflow that differs from the original in other respects is a new engagement, which Tier Zero may quote separately.

(b) Declare a limit on what a single task may spend, under Section 2.7.

2.7 Declared Spending Limits

A forecast requires a limit on what a single task may spend. You may declare that limit. Where you do not, Tier Zero may derive one and will identify it in the Deliverable as an assumed input under Section 2.3.

Where you declare a limit, Tier Zero models the workflow as though that limit is enforced in your environment. Tier Zero does not implement, monitor, or enforce any spending limit, and has no means of doing so. Enforcement is solely your responsibility.

If a declared limit is not enforced, or is enforced differently from the way it was declared, actual costs and results will exceed those stated in the Deliverable. That difference is not an error in the Deliverable, and Tier Zero is not responsible for it.

2.8 Validation Comparison

Where ordered as an add-on to a forecast, Tier Zero produces a Validation Comparison: two forecasts of the same workflow, identical in every declared input except that the workflow's validation steps are performed the other way — by models where you described people, or by people where you described models — together with a written comparison of the two. Each forecast and the comparison are Deliverables, and Sections 2.2 and 2.3 apply to all of them.

The variant workflow is constructed by Tier Zero and was not described by you. It is a modeled alternative. Nothing in a Validation Comparison is a representation that such a workflow exists, has been built, or would behave as modeled if it were built.

A Validation Comparison requires a forecast of the same workflow and is not sold separately. It also requires that workflow to contain validation steps capable of being performed the other way. Where it does not, Tier Zero will say so and will not produce one.

2.9 Structural Review

Where ordered, Tier Zero produces a Structural Review: an assessment of one or more workflow designs you supply, reporting whether each can be priced at all and, where it cannot, the step or condition responsible under Section 2.6; where a design causes cost that its output does not require, what is responsible for it; and what would resolve each finding. A Structural Review is a Deliverable.

A Structural Review does not include a cost forecast. It does not state what a workflow will cost, and it does not require the volumes, budget, or period that a forecast requires. Where you want those figures, a forecast of the same workflow is ordered separately.

A Structural Review assesses each design as you have described it. Section 2.3 applies in full: it is not an audit, inspection, or independent verification of anything you operate, and Tier Zero does not observe, test, or validate any workflow you run — including one built from a design Tier Zero has reviewed.

Findings are structural, and are not a warranty of the design. A finding that a design causes avoidable cost, and any change identified as resolving it, describe the design as modeled. Whether a change is appropriate, safe, or effective in your environment is your decision, and Section 2.4 applies to it. The absence of a finding is not a representation that a design is free of defects, fit for any purpose, or will perform as intended.

Where a Structural Review covers more than one design, each is assessed separately. A finding for one design, or the absence of one, carries no implication for any other, and no Structural Review is a statement about your organization as a whole.

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 canceled. 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.

An active subscription is what keeps your recommendation re-derived against the current model catalog. On cancellation that stops; the Deliverable you have already received remains yours.

3.7 Delivery

Tier Zero will use commercially reasonable efforts to deliver a forecast of a single workflow within two business days of a complete intake — that is, after Tier Zero has received the initial deposit and all Customer Inputs needed to begin. That window is a target, not a guarantee. It does not run while Tier Zero is awaiting information or clarification from you, and delays caused by incomplete or changing Customer Inputs extend it accordingly.

Delivery of a Structural Review, and of any engagement covering more than one workflow, is stated in the order for that engagement. Where an order states no delivery date, Tier Zero will agree one with you in writing before work commences.

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.

5.5 Verification Materials

Tier Zero may provide materials that let you verify a Deliverable independently, including a sealed executable, scenario files, content hashes, or verification tooling ("Verification Materials"). Verification Materials are Tier Zero IP. They are not part of the Deliverable and are not licensed under Section 5.2.

Tier Zero grants you a non-exclusive, non-transferable, non-sublicensable license to run Verification Materials solely to verify your own Deliverable.

You will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, model, or internal structure of any Verification Material; (b) copy, distribute, or provide access to them outside your organization, except to your professional advisors and auditors under confidentiality and subject to these same restrictions; (c) use them to build, train, or benchmark a competing product or service; or (d) remove or obscure any proprietary notice. On written request, you will delete Verification Materials and confirm deletion.

For the avoidance of doubt, Tier Zero does not license, disclose, or provide the source code of the TokenWake engine or the Dynamic Complexity Framework under these Terms. Where a Deliverable must be reviewed at source level to satisfy a regulatory or audit mandate, the parties will agree in writing on review by an independent technical auditor.

5.6 Other Engagements

These Terms govern Services ordered through the Site: a Deliverable produced by Tier Zero for you. They do not grant, and are not intended to grant, any right to:

(a) install, host, or operate the TokenWake engine, or any part of it, on your own or a third party's infrastructure; or

(b) deliver forecasts, analyses, or other output produced with the Services to any third party, or resell, sublicense, or distribute the Services or Deliverables as part of your own product or service offering.

Licensed and on-premises deployments, and partner, reseller, and systems-integrator arrangements, are available under a separate written agreement executed by both parties. Licensing terms are defined in that agreement, not here. Where such an agreement exists, it controls as provided in Section 1. Absent it, the restrictions in Sections 5.2 and 5.5 apply in full.

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.