Terms of Service for TensorPM

Version 1.9 – Last updated: May 3, 2026

Important – Please Read Carefully

These Terms of Service ("Terms") govern your use of the TensorPM desktop client (the "Software") and the TensorPM Cloud Services (sync, AI proxy, authentication, billing). By downloading, installing, or using the Software, by creating an account, or by subscribing to or using the Cloud Services, you agree to be bound by these Terms.

1. License Grant

1.1 Desktop Client (Proprietary)

Simon Schwer ("Licensor") grants the named Licensee (the individual or legal entity to whom the license is issued) a non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use the TensorPM desktop client in its distributed form (including, without limitation, packaged binaries, installer images, and bundled JavaScript artifacts) on devices the Licensee owns or controls, solely for the Licensee's own internal business or personal use and subject to these Terms. The desktop client and its source code are the proprietary and confidential property of the Licensor; no source-code license is granted under these Terms. Except as expressly permitted by mandatory applicable law, you may not copy, modify, translate, adapt, create derivative works of, decompile, disassemble, reverse engineer, sublicense, lease, rent, sell, or otherwise distribute the desktop client. All rights not expressly granted are reserved.

Separate written commercial or enterprise licenses are available on request (e.g. for B2B redistribution, on-premises deployment, or extended use rights).

1.2 Cloud Services (Proprietary)

The Licensor provides the TensorPM Cloud Services — including Cloud Sync, the AI Proxy, authentication, and billing infrastructure — as proprietary hosted services. Access to these services is granted as a non-exclusive, non-transferable, and revocable license, subject to the terms set forth herein. Both individuals and companies may use the Cloud Services, provided they comply with these Terms.

2. Service Description and Eligibility

2.1 Age Requirements

The Software is intended for users who are at least 16 years of age. By using the Software, you represent and warrant that you are at least 16 years old.

2.2 Service Modes

TensorPM is a project management software with multiple modes of operation:

a) No AI Mode: All data is stored locally on your device. No project data is transferred outside of your computer. The Software connects to an update server to check for new versions and tracks anonymous installation statistics.

b) API Key Mode: You may use your own API key from Google(Gemini), OpenAI, Anthropic (Claude), Mistral, or other supported AI providers to utilize AI services. In this mode, project and user data is transferred directly to the respective third-party AI service provider's servers. Where supported and enabled, your API keys are stored encrypted using operating system features (e.g., Keychain / DPAPI). If OS-level encryption is unavailable or disabled, keys are stored locally on your device in unencrypted form (never transmitted to us). The Licensor acts solely as a software provider and does not process this data server-side.

c) TensorPM Subscription Service: We provide access to AI services through our proxy server using Cloudflare Workers AI with Moonshot AI's Kimi K2.6 model. All new users receive a one-time welcome gift of 100,000 AI credits. For users who wish to access more advanced features, the Pro subscription is available with 2,000,000 AI credits per month (configurable and subject to change with notice), which is technically enforced server-side and displayed in-app. Pro users may additionally purchase one-off credit top-ups (500,000 credits for €1.99 or 2,000,000 credits for €5.99) and enable optional auto-top-up. Credits are consumed based on actual token usage: 1 credit per input token, 0.2 credits per cached input token, and 4 credits per output token. Monthly credits do not roll over; purchased top-up credits do roll over between periods. Cloudflare Workers AI processes requests on Cloudflare's global infrastructure; EU data residency is not guaranteed by default.

d) Local AI Mode: You may use locally hosted AI models on your own device through compatible frameworks such as LM Studio, vLLM, or Ollama. In Local AI Mode:

  • All AI processing occurs entirely on your local device
  • No project data or AI requests are transmitted to TensorPM servers or any third-party AI service providers
  • You are solely responsible for obtaining, installing, and configuring compatible local AI frameworks and models
  • You are responsible for ensuring compliance with the licenses of any AI models you use locally
  • TensorPM provides only the software interface to connect to locally running AI services and bears no responsibility for the models themselves, their outputs, or any consequences of their use
  • Local AI functionality depends on the capabilities and compatibility of your chosen local AI framework and models
  • We do not guarantee compatibility with all local AI frameworks or models, and functionality may vary
  • Performance and quality of AI features depend entirely on your local hardware and chosen models

e) Cloud Sync (Cloud & Pro): If you enable Cloud Sync, selected project data is transmitted to and stored on our servers to synchronize your projects across devices. Cloud Sync is available for Cloud and Pro accounts (including trials). Cloud Sync is implemented using PowerSync synchronization technology operated by us on our infrastructure. If you use shared workspaces, users you invite to the same workspace can access shared workspace data.

Cloud Sync uses end-to-end encryption (E2E) for workspace content: encryption and decryption happen on your devices. Content is stored on our servers only in encrypted form; we cannot decrypt it. For technical reasons, some metadata (e.g., workspace IDs and timestamps) must remain in cleartext for synchronization and access control.

Encryption keys required for decryption are stored locally on your devices (using your operating system's secure storage where available). We do not provide server-side plaintext key escrow and cannot decrypt your Cloud Sync content. When you sign in with your account password while E2E keys exist, the desktop app automatically creates or refreshes an encrypted recovery payload containing E2E key material (including workspace keys and device key material), together with its salt and key-derivation parameters. The app derives the recovery-encryption key locally using Argon2id and uploads only the encrypted payload and parameters. We do not store plaintext account passwords and cannot decrypt the recovery payload. If all devices/keys are lost and no current recovery payload exists, or if the password that encrypted it is forgotten, encrypted Cloud Sync content cannot be recovered.

2.3 Authentication Methods

The Software provides various authentication methods including:

a) Password-based Authentication: Users can create and use passwords to access their accounts. Passwords are securely stored using PBKDF2 with 100,000 iterations, SHA-512 hash function, and a 32-byte random salt.

b) Magic Link Authentication: Users can receive one-time login links via email that provide temporary access to their accounts. These login codes are valid for 15 minutes.

c) Passkey Authentication: For supported platforms (initially Windows; additional OS support may be added over time) users who have already registered (using password or magic link) may enable passkey login as an additional authentication method. Passkeys provide a more secure, phishing-resistant authentication option.

d) Password Reset: Users can request password reset links that are delivered via email and are valid for 24 hours.

Authentication services are provided through SendGrid, a third-party email service provider. By using these authentication methods, you acknowledge that your email address will be processed by SendGrid solely for the purpose of delivering authentication-related emails.

3. Subscription Terms

3.1 Free Trial

All registered users automatically receive a free trial that includes:

  • 100,000 AI credits (one-time welcome gift, consumable at the user's pace)
  • Access to basic AI-enhanced project management features
  • No expiration date – the credits remain available until used
  • No payment information required

The free trial is provided on a one-time basis per user account. Once the 100,000 credits are consumed, users may either use their own API key (API Key Mode) or upgrade to the Pro subscription for continued proxy AI access. Active Pro subscribers may purchase credit top-ups.

3.2 Pro Subscription

The following terms apply to the TensorPM Pro Subscription Service:

a) Subscription Period: The subscription period is one month, starting from the date of purchase.

b) Pricing: The Pro subscription fee is €6.99 per month (including applicable VAT), payable in advance. Credit top-ups are available to active Pro subscribers as one-off purchases: €1.99 for 500,000 credits or €5.99 for 2,000,000 credits (both including applicable VAT). The Cloud plan remains at €3.99 per month.

c) Payment Processing: Payments are processed through Stripe. By subscribing, you agree to Stripe's terms of service.

d) Automatic Renewal: Your Pro or Cloud subscription will automatically renew each month until canceled. You will be charged the subscription fee (currently €6.99 for Pro, €3.99 for Cloud) at the beginning of each new billing period. Stripe will send payment receipts for each renewal. One-off credit top-ups do not renew automatically unless you explicitly enable auto-top-up in your account settings.

e) Cancellation: You may cancel your subscription at any time through the Stripe customer dashboard at https://billing.stripe.com/p/login/28o6rE8vU4kFdNK288. Upon cancellation, you will retain access to the Pro features until the end of your current billing period. You will receive an email confirmation of your cancellation. The subscription will not automatically renew after cancellation. The cancellation deadline is one day before the renewal date.

f) Right of Withdrawal and Digital Content Exception:

If you are a consumer within the European Union, you generally have the right to withdraw from the subscription purchase without giving any reason within 14 days of the initial purchase. However, by activating the Pro subscription features, you:

  • Expressly consent to access digital content before the 14-day withdrawal period ends
  • Acknowledge that this access to digital content begins immediately
  • Acknowledge that you lose your right of withdrawal once you begin using the services

To exercise the right of withdrawal (if applicable), you must inform us of your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or email). You may use the model withdrawal form provided below, but it is not obligatory.

Model Withdrawal Form:

To: Simon Schwer, Wolfringstraße 14, 90765 Fürth, Germany, info@tensorpm.com

I hereby give notice that I withdraw from my contract for the following service:
- TensorPM Pro Subscription Service
- Ordered on: [DATE]
- Name: [YOUR NAME]
- Email address: [YOUR EMAIL]
- Date: [CURRENT DATE]
- Signature: [YOUR SIGNATURE - only if in paper form]

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

If you withdraw from the contract and haven't yet begun using the Pro features, we shall reimburse all payments received from you without undue delay and not later than 14 days from the day on which we are informed about your decision to withdraw. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise.

g) Pro Trial Period: A 14-day trial period is available for the Pro subscription (separate from the basic free trial mentioned in Section 3.1). The Pro trial includes full access to all Pro features with the same AI credit allowance (2,000,000 credits per month, prorated for the trial period). Payment information is required to start the Pro trial. After the trial period ends, your subscription will automatically begin and you will be charged the subscription fee unless you cancel before the trial ends.

We will send you an email notification at least 3 days before your Pro trial converts to a paid subscription to remind you of the upcoming charge. The trial start and end dates will be clearly displayed in your account dashboard. You may cancel at any time during the trial period without being charged.

h) Usage Limits: The Pro subscription includes 2,000,000 AI credits per month (default, configurable and subject to change with notice). Credits are consumed based on actual token usage by the underlying AI model (1 credit per input token, 0.2 credits per cached input token, 4 credits per output token). This allowance is enforced server-side and tracked in real-time. The application displays your current credit balance. If you exceed the monthly allowance, you may either use your own API key (BYOK) to continue using AI features, purchase a one-off credit top-up if you are an active Pro subscriber, or wait until the next billing cycle when credits refresh. Optional auto-top-up can be enabled in your account settings for active Pro subscriptions; it uses your stored payment method to automatically purchase top-ups up to a configurable monthly cap. Monthly credits do not roll over between periods; purchased top-up credits do roll over.

i) Refund Policy: We do not offer refunds for subscription fees except in cases where our service fails to function as described. All subscriptions can be canceled at any time, but no prorated refunds will be issued for the current billing period.

j) Subscription Indicator: Your subscription status is displayed in the title bar of the Software, clearly indicating whether you are using the Pro version.

k) Price Changes: We reserve the right to change the subscription price. Any price changes will be communicated at least 30 days in advance via email. Continued use of the subscription after a price change constitutes acceptance of the new price.

l) Service Level: While we aim to maintain 99.5% uptime for our proxy server service, we cannot guarantee continuous availability. Scheduled maintenance will be announced at least 24 hours in advance. Unscheduled downtime due to technical issues or factors beyond our control may occur, and we will make reasonable efforts to restore service promptly.

4. Copyright and Ownership

TensorPM — including the desktop client, the Cloud Services, all server-side code, APIs, sync infrastructure, user interfaces, documentation, and associated materials — is the proprietary work of the Licensor and is protected by applicable copyright laws and international treaties. All rights, title, and interest in the Software and the Cloud Services remain solely with the Licensor. No ownership rights are transferred to you under these Terms.

5. Usage Restrictions

5.1 Desktop Client

With respect to the desktop client, and except as expressly permitted by mandatory applicable law or a separate written agreement with the Licensor, you agree not to:

a) Copy, modify, translate, adapt, or create derivative works of the Software;

b) Decompile, disassemble, or reverse engineer the Software, or otherwise attempt to derive its source code;

c) Distribute, sublicense, lease, rent, sell, or otherwise transfer the Software to any third party;

d) Remove or alter any proprietary notices, labels, or marks contained in the Software;

e) Use the Software to develop a competing product or service.

5.2 Cloud Services

With respect to the Cloud Services (Sync, AI Proxy, authentication, billing), you agree not to:

a) Reverse engineer, decompile, or disassemble the Cloud Services or their server-side components;

b) Resell, sublicense, or commercially redistribute access to the Cloud Services;

c) Use the Cloud Services for illegal purposes or in any manner that infringes upon the rights of third parties;

d) Attempt to circumvent any usage limitations, rate limits, or access restricted features;

e) Use the Cloud Services to develop competing hosted services;

f) Remove or alter any proprietary notices, labels, or marks on the Cloud Services.

6. Data Protection and AI Features

a) The Software is designed for offline-first use. Project data remains on your device by default unless online features (such as AI features or Cloud Sync) are activated.

b) When AI features are activated, only the data that you explicitly enter is transmitted either:

  • Directly to third-party AI service providers (in API Key Mode), or
  • Through our proxy server to Cloudflare Workers AI (in Subscription Mode), where it is processed by the Kimi K2.6 model.

c) By using the AI features, you expressly acknowledge and consent that:

  • Both the input data you provide and project context information are sent to the AI services;
  • It is your sole responsibility to ensure that no confidential or sensitive information is inadvertently entered into the system;
  • You have all necessary rights and permissions for any data you submit for processing;
  • The processing of these inputs is subject to the privacy policies and data handling practices of the respective third-party AI providers, over which the Licensor has no control;
  • For our subscription service, we have a data processing agreement with Cloudflare ensuring that your data will not be used for training AI models. In API Key Mode, data handling is governed by your direct relationship with the chosen AI provider.

d) If you do not wish for project data to be transmitted to external servers, you may use the Software in No AI Mode only or use Local AI Mode where all processing occurs on your device, and do not enable Cloud Sync.

e) If you are a business customer using the Pro Subscription to process personal data of other individuals (such as your customers, employees, or other stakeholders), our Data Processing Agreement applies and forms an integral part of these Terms. By subscribing to the TensorPM Pro Subscription Service, you agree to the terms of the Data Processing Agreement, which can be found at ./dpa.

f) Technical security measures implemented for data protection include:

  • HTTPS/TLS 1.3 encryption for all data transfers
  • Password hashing using PBKDF2 (100,000 iterations, SHA-512, 32-byte salt)
  • Conditional OS-level encryption (safeStorage / Keychain / DPAPI) of API keys and refresh tokens when available (fallback: local unencrypted storage never transmitted off device)
  • Server-side database storage with disk-level encryption at rest
  • End-to-end encryption (E2E) for Cloud Sync workspace content (content is encrypted on end devices and stored server-side only in encrypted form)
  • Security monitoring and access logging
  • Access controls and authentication mechanisms
  • Automated monitoring for suspicious activities
  • Regular backups with encryption

7. Account Security

a) You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

b) You agree to use strong, unique passwords and not to share your account credentials with others.

c) You must notify us immediately of any unauthorized use of your account or any other security breach.

d) We reserve the right to terminate accounts that are inactive for an extended period or if we suspect unauthorized or fraudulent use.

e) Where supported, we recommend using passkeys/WebAuthn or other stronger sign-in methods. If dedicated two-factor authentication is introduced, we recommend enabling it.

f) For your security, we implement a JWT (JSON Web Token) authentication system. Access tokens are valid for 60 minutes. Refresh tokens are encrypted and stored locally on your device for up to 30 days using your operating system's encryption features. These tokens are never transmitted to or stored on our servers in an unencrypted form.

8. Service Availability

a) While we strive to ensure continuous availability of our services, we do not guarantee uninterrupted or error-free operation.

b) The Software and services may be temporarily unavailable due to maintenance, updates, or factors beyond our control.

c) We reserve the right to modify, suspend, or discontinue any part of our services at any time with reasonable notice to users.

d) For critical operations, we recommend having appropriate backup plans in place.

e) We will provide at least 30 days' notice before discontinuing any major feature or functionality.

9. Beta Software Warning and Disclaimer of Warranty

TensorPM is a new software product under active development. Despite our testing efforts, as a solo developer project:

  • The Software may contain bugs, errors, or other issues that could cause system instability
  • Data loss can occur unexpectedly
  • Backup functionality may not work as expected
  • Security vulnerabilities may exist despite our best efforts

By using the Software, you acknowledge these risks and agree that:

  • You will maintain your own regular backups of all important data
  • You will test the Software in non-critical environments before relying on it
  • You understand that the Software is provided "as is" without any warranty
  • You assume all risks associated with using beta/new software

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE LICENSOR DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SOFTWARE.

THE LICENSOR SPECIFICALLY DISCLAIMS ALL LIABILITY FOR DATA LOSS. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA WHEN USING THE SOFTWARE.

No advice or information, whether oral or written, obtained from the Licensor or elsewhere will create any warranty not expressly stated in these Terms.

10. Limitation of Liability

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED SERVICES, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR'S TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SOFTWARE (OR, IF WE CHOOSE, TO SUPPLYING YOU WITH THE SOFTWARE AGAIN).

THIS LIMITATION OF LIABILITY ALSO APPLIES TO ANY DAMAGES RESULTING FROM THE USE OF EXTERNAL AI SERVICES, WHETHER THROUGH API KEY MODE OR SUBSCRIPTION MODE.

THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH AS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

11. Consent to Terms and Data Processing

a) All Versions: By downloading, installing, or using the Software, by creating an account, or by subscribing to or using the Cloud Services, you agree to these Terms.

b) API Key Mode: When using your own API key (OpenAI, Google / Vertex AI, Anthropic, Mistral or other supported providers), you establish a direct relationship with the third-party AI provider. We act solely as software provider and do not process your project data or store keys server-side. By entering your API key, you acknowledge that your project data will be sent directly to the third-party AI provider.

c) Pro Subscription: When subscribing to our Pro service, you agree that we will process your project data through our proxy server to facilitate AI requests. This processing is necessary to provide the service you have subscribed to.

12. Modifications and Updates

a) Software Updates: The Licensor may from time to time release updates, bug fixes, or new features. These may be automatically downloaded and installed or may require your approval, depending on your device settings. The Software connects to our update server to check for new versions and will transmit your current version information and anonymous installation ID for this purpose. No personal data is transmitted during this process. You can disable automatic updates in the Software settings if you prefer to update manually.

b) Terms Updates: The Licensor reserves the right to modify these Terms at any time. Significant changes will be communicated to you through a notice within the Software or via email if you are a subscription user. Continued use of the Software after such changes constitutes your acceptance of the modified Terms. Material changes to these Terms will be communicated at least 30 days before they take effect.

c) Subscription Changes: Any changes to subscription features, limitations, or conditions will be communicated at least 30 days before they take effect. If such changes materially reduce the value of the service, you have the right to cancel your subscription before the changes take effect and receive a prorated refund for the remaining subscription period.

13. Termination

a) This agreement becomes effective upon downloading, installing, or using the Software or the Cloud Services and remains in effect until terminated by either party.

b) You may terminate this agreement at any time by discontinuing use of the Software and the Cloud Services and canceling any active subscriptions.

c) If you breach any of the terms of these Terms, your license to use the Software and your access to the Cloud Services will automatically terminate.

d) The Licensor reserves the right to terminate or suspend your access to the Software or the Cloud Services, including any subscription, for violation of these Terms, engaging in fraudulent activity, or if required by law.

e) Upon termination, you must cease using the Software and the Cloud Services and uninstall or destroy all copies of the Software in your possession or control.

f) Sections 4, 10, 11, 15, and 17 will survive termination.

g) If your subscription is terminated due to a breach of these Terms, you will not be entitled to any refund.

14. Commercial Use

Commercial use of TensorPM is permitted strictly within the scope of the license granted in Section 1. The Software and the Cloud Services may be used by individuals and organizations for their own internal business purposes, subject to the applicable subscription terms and the restrictions in Section 5. Redistribution, resale, sublicensing, or making the Software available to third parties — including bureau-service, hosting, or "as-a-service" arrangements — requires a separate written commercial or enterprise license from the Licensor. The Software and Services must not be used for any illegal purposes. The Licensee is solely responsible for ensuring that all commercial uses comply with applicable laws.

15. Export Control

You agree to comply with all applicable international and national laws that apply to the Software, including all applicable export control restrictions. You represent and warrant that you are not located in or a resident of a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

16. Dispute Resolution

a) Amicable Resolution: In the event of a dispute arising from these Terms, both parties shall attempt to resolve the matter amicably through direct negotiation before pursuing legal action.

b) Mediation: If direct negotiation fails, either party may request mediation through a mutually agreed mediator before initiating court proceedings.

c) Governing Law: These Terms are governed by the laws of the Federal Republic of Germany, without regard to its conflict of law principles. The exclusive jurisdiction for any disputes arising out of or in connection with these Terms shall be the courts of Fürth, Germany.

d) Consumer Rights: Nothing in these Terms affects your statutory rights as a consumer. In case of conflict between these Terms and applicable consumer protection laws, such laws will prevail.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Severability Clause

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the original intent.

18. Entire Agreement

These Terms constitute the entire agreement between you and the Licensor regarding the Software and supersede all prior agreements and understandings, whether written or oral.

19. Contact Information

If you have any questions about these Terms, please contact:

Simon Schwer
Wolfringstraße 14
90765 Fürth, Germany
Email: info@tensorpm.com

Version: 1.9 Last updated: May 3, 2026