Terms of services
Directory Partners

Effective Date: February 1, 2026
Version: 1.0

INDUSTRY DIRECTORY PARTNER TERMS OF SERVICE

PREAMBLE

These Industry Directory Partner Terms of Service ("Terms") govern the access and use of the Industry Directory profile feature on platforms powered by Tengiva's System by service provider organizations ("Partner" or "you").

TENGIVA is the developer and owner of an underlying operating system that allows entirely digital databases, data connectivity, and community features within the textile industry (the "System"). This System is licensed to different Platform Owners who operate and manage Platforms where industry service providers may create directory profiles to connect with manufacturers, designers, and brands (the "Platforms").

BY CLICKING "I ACCEPT" OR BY CREATING AN INDUSTRY DIRECTORY PROFILE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS FOR YOUR ORGANIZATION AND THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS PROVISIONS.

1. DEFINITIONS

In addition to the terms defined directly in these Terms or in the Preamble:

1.1 "Authorized User" means Partner's employees, consultants, contractors, and agents who are authorized by Partner to access and manage the Directory Profile.

1.2 "Confidential Information" means any and all information relating to or disclosed in the course of these Terms, which is or should be reasonably understood to be confidential or proprietary to the disclosing party.

1.3 "Directory Profile" means Partner's organization profile in the Industry Directory, including organization name, logo, description, contact information, services offered, and location.

1.4 "Industry Directory" means the directory feature on Platforms where service provider organizations are listed and discoverable by community members.

1.5 "Intellectual Property Rights" means all worldwide intellectual property rights arising under statutory or common law, including patents, copyrights, moral rights, trademarks, service marks, trade secrets, and any other proprietary rights.

1.6 "Knowledge-Sharing Activities" means educational contributions including coaching sessions, workshops, webinars, written articles, panel discussions, and other activities as agreed between Partner and TENGIVA.

1.7 "Partner Content" means any information, data, images, logos, text, and other content provided by Partner for the Directory Profile.

1.8 "Platform" means any platform enabled by TENGIVA's System, including SOURCE | Textile Global and regional or specialized platforms.

1.9 "Platform Owner" means any client of TENGIVA with a license to access, use, and manage a Platform under their own name, including TENGIVA itself.

1.10 "System" means TENGIVA's underlying operating system that enables the Platforms and Industry Directory functionality.

1.11 "TENGIVA IP" means the System, the Platforms, the Industry Directory, and all intellectual property, including any Intellectual Property Rights, provided to Partner in connection with the Directory Profile.

2. DIRECTORY PROFILE ACCESS AND USE

2.1 Profile Creation and Access

Upon completion of the application process and acceptance by TENGIVA, TENGIVA shall provide Partner with access to create and maintain a Directory Profile on selected Platforms.

2.2 License Grant

Subject to the terms of these Terms, TENGIVA grants Partner a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Directory Profile feature for the sole purpose of promoting Partner's services to the textile industry community.

2.3 Platform Selection

Partner may select which Platforms shall display the Directory Profile based on Partner's service area and expertise. TENGIVA reserves the right to approve or deny Platform selections based on relevance and community standards.

2.4 Profile Visibility

Partner acknowledges that the Directory Profile will be publicly visible to all users of the selected Platforms, including manufacturers, designers, brands, and other community members.

2.5 No Fees

The Directory Profile is provided at no cost to Partner, subject to Partner's fulfillment of the Annual Commitment as set forth in Section 3.

3. ANNUAL KNOWLEDGE-SHARING COMMITMENT

3.1 Five-Hour Requirement

In consideration for the Directory Profile at no cost, Partner commits to contributing five (5) hours per calendar year to the community through Knowledge-Sharing Activities.

3.2 Knowledge-Sharing Activities

Knowledge-Sharing Activities may include, but are not limited to:

(a) Coaching emerging brands in TENGIVA's Startup Programs (45-60 minute sessions);
(b) Leading workshops or webinars on topics within Partner's expertise;
(c) Writing educational articles for publication on Platforms;
(d) Participating in panel discussions at community events;
(e) Other educational activities as mutually agreed between Partner and TENGIVA.

3.3 Activity Selection

TENGIVA shall suggest Knowledge-Sharing Activities based on Partner's expertise and community needs. Partner shall have discretion to accept or decline suggested activities. TENGIVA shall handle logistics, promotion, and coordination for all Knowledge-Sharing Activities.

3.4 Hour Tracking

TENGIVA shall track Partner's contributed hours and provide quarterly updates to Partner regarding hours completed and remaining.

3.5 Failure to Complete Commitment

If Partner fails to complete the five (5) hour commitment within a calendar year:

(a) TENGIVA shall work with Partner to find a mutually acceptable solution, which may include extending the timeline or adjusting the format of contributions;

(b) If no solution is reached within thirty (30) days, TENGIVA may, at its sole discretion, pause or remove the Directory Profile in accordance with Section 11.

4. PARTNER OBLIGATIONS

4.1 Accurate Information

Partner shall provide and maintain accurate, current, and complete information in the Directory Profile. Partner shall promptly update information when changes occur.

4.2 Content Standards

Partner warrants that all Partner Content:

(a) Is true, accurate, and not misleading;
(b) Does not infringe any third party's Intellectual Property Rights;
(c) Does not contain offensive, defamatory, or illegal material;
(d) Complies with all applicable laws and regulations.

4.3 Authority

Partner represents and warrants that Partner has the legal authority to bind the organization and owns or has licenses to all Partner Content provided.

4.4 Professional Conduct

Partner shall maintain professional conduct in all interactions with community members who contact Partner through the Directory Profile.

4.5 Use Restrictions

Partner shall not:

(a) Provide false or misleading information;
(b) Use the Directory for spam, harassment, or unsolicited marketing;
(c) Copy, scrape, or extract data from the Platforms;
(d) Use the Directory for illegal activities;
(e) Share account access credentials with unauthorized third parties;
(f) Impersonate another organization or individual;
(g) Use contact information obtained through the Directory to build mailing lists or sell to third parties.

5. TENGIVA RIGHTS AND RESPONSIBILITIES

5.1 Content Review

TENGIVA reserves the right to:

(a) Review and approve Partner Content before publication;
(b) Edit Partner Content for clarity, formatting, or compliance with community standards;
(c) Remove Partner Content that violates these Terms or community standards;
(d) Suspend or remove Directory Profiles that do not meet quality standards.

5.2 Platform Management

TENGIVA may, at its sole discretion:

(a) Modify the Industry Directory functionality from time to time;
(b) Change which Platforms display the Industry Directory;
(c) Adjust Directory categories or service classifications;
(d) Implement search algorithms and ranking systems.

5.3 No Endorsement

Partner acknowledges that inclusion in the Industry Directory does not constitute an endorsement or recommendation by TENGIVA. Community members make independent decisions regarding service providers.

6. INTELLECTUAL PROPERTY

6.1 Partner Content Ownership

As between Partner and TENGIVA, Partner retains all Intellectual Property Rights in Partner Content.

6.2 License to TENGIVA

Partner grants to TENGIVA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, display, and perform Partner Content as necessary to provide the Directory Profile across Platforms during the Term.

6.3 TENGIVA IP Ownership

Partner acknowledges that, as between Partner and TENGIVA, all rights, title, and interest, including all Intellectual Property Rights, in and to the System, Platforms, Industry Directory, and TENGIVA IP are the exclusive property of TENGIVA.

6.4 Knowledge-Sharing Content

Content created by Partner for Knowledge-Sharing Activities (articles, webinar recordings) may be hosted on TENGIVA Platforms with proper attribution to Partner. Partner grants TENGIVA a perpetual, non-exclusive, royalty-free license to use such content for educational purposes on the Platforms.

6.5 Feedback

If Partner provides any suggestions, comments, or feedback regarding the System, Platforms, or Industry Directory ("Feedback"), TENGIVA is free to use such Feedback without any attribution or compensation to Partner.

7. PRIVACY AND DATA PROTECTION

7.1 Privacy Policy

TENGIVA's collection and use of information is governed by TENGIVA's Privacy Policy available at https://tengiva.com/privacy-policy, which is incorporated herein by reference.

7.2 Partner's Privacy Obligations

Partner shall comply with all applicable data protection and privacy laws when:

(a) Providing information for the Directory Profile;
(b) Collecting or using information from community members who contact Partner;
(c) Handling any Personal Information in connection with these Terms.

7.3 No Data Resale

Partner shall not use contact information obtained through the Industry Directory to build mailing lists, sell to third parties, or engage in unauthorized marketing activities.

8. CONFIDENTIALITY

8.1 Protection of Confidential Information

Each party shall use the same care to prevent disclosing the other party's Confidential Information to third parties as it employs to avoid disclosure of its own confidential information, but in no event less than a reasonable standard of care.

8.2 Permitted Disclosure

Notwithstanding Section 8.1, each party may disclose the other party's Confidential Information:

(a) To its employees and contractors on a need-to-know basis;
(b) As required by law or court order, provided the disclosing party provides prompt notice to allow the other party to seek protective measures.

9. WARRANTIES AND DISCLAIMERS

9.1 Limited Warranty

TENGIVA warrants that the Directory Profile services will be performed in a professional manner using commercially reasonable care and skill.

9.2 DISCLAIMER OF WARRANTIES

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1, THE DIRECTORY PROFILE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TENGIVA SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(b) WARRANTIES THAT THE DIRECTORY PROFILE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE;

(d) WARRANTIES REGARDING SEARCH RESULT RANKINGS OR PROFILE VISIBILITY;

(e) WARRANTIES REGARDING COMPATIBILITY WITH ALL DEVICES, BROWSERS, OR SYSTEMS.

TENGIVA MAKES NO WARRANTY THAT THE DIRECTORY PROFILE WILL MEET PARTNER'S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

9.3 Third-Party Interactions

TENGIVA IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES REGARDING:

(a) Interactions between Partner and community members;
(b) Quality, accuracy, or reliability of Partner's services;
(c) Business relationships or transactions between Partner and community members;
(d) Outcomes of Knowledge-Sharing Activities or professional advice provided by Partner.

10. LIMITATION OF LIABILITY

10.1 MAXIMUM LIABILITY

IN NO EVENT SHALL TENGIVA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

10.2 EXCLUSION OF DAMAGES

IN NO EVENT SHALL TENGIVA BE LIABLE FOR:

(a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES;

(b) LOST PROFITS, LOST BUSINESS, LOST REVENUES, OR LOST OPPORTUNITIES;

(d) LOSS OF DATA OR SYSTEM SECURITY BREACHES;

(e) COST OF REPLACEMENT SERVICES;

(f) DAMAGES ARISING FROM PARTNER'S PROFESSIONAL SERVICES OR ADVICE;

IN EACH CASE REGARDLESS OF WHETHER TENGIVA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

10.3 Partner Responsibility

Partner acknowledges and agrees that Partner is solely responsible for:

(a) The quality and outcomes of Partner's professional services;
(b) All business practices and client relationships;
(c) Compliance with professional standards and regulations applicable to Partner's industry;
(d) All liability arising from Partner's services, advice, or professional conduct.

11. TERM AND TERMINATION

11.1 Term

These Terms commence on the date Partner creates a Directory Profile (the "Effective Date") and continue until terminated in accordance with this Section 11 (the "Term").

11.2 Termination by Partner

Partner may terminate these Terms at any time by providing written notice to partners@tengiva.com. The Directory Profile shall be removed within five (5) business days of receipt of such notice.

11.3 Termination by TENGIVA

TENGIVA may terminate these Terms and remove the Directory Profile, effective immediately upon written notice, if:

(a) Partner materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice;

(b) Partner fails to complete the annual five (5) hour Knowledge-Sharing Commitment and no mutually acceptable solution is reached within thirty (30) days;

(d) Partner becomes inactive and fails to respond to TENGIVA communications for ninety (90) consecutive days;

(e) Partner engages in conduct that, in TENGIVA's reasonable judgment, harms the community or TENGIVA's reputation;

(f) Partner becomes insolvent, files for bankruptcy, or ceases business operations.

11.4 Effect of Termination

Upon termination of these Terms:

(a) Partner's Directory Profile shall be removed from all Platforms;

(b) Partner's access to any partner portal or community features shall terminate;

(d) Partner shall cease all use of TENGIVA IP;

(e) Each party shall return or destroy the other party's Confidential Information as requested.

11.5 Survival

The following sections shall survive termination: Sections 6 (Intellectual Property), 8 (Confidentiality), 9.2 and 9.3 (Disclaimers), 10 (Limitation of Liability), 11.4 and 11.5 (Effect of Termination and Survival), and 12 (General Provisions).

12. GENERAL PROVISIONS

12.1 Modifications to Terms

TENGIVA may modify these Terms from time to time by:

(a) Posting updated Terms at https://tengiva.com/terms/directory-partners;

(b) Providing Partner with written notice via email at least thirty (30) days before the modifications take effect.

Partner's continued use of the Directory Profile after the effective date of modifications constitutes acceptance of the modified Terms.

12.2 Governing Law

These Terms and all matters arising out of or relating to these Terms are governed by and construed exclusively in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflicts of law principles.

12.3 Dispute Resolution

Any dispute arising from or related to these Terms shall be submitted to the exclusive jurisdiction of the courts of the Province of Quebec.

12.4 Entire Agreement

These Terms, together with TENGIVA's Privacy Policy, constitute the entire agreement between Partner and TENGIVA regarding the Directory Profile and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

12.5 Notices

Any notices to TENGIVA must be sent to:

TENGIVA (CACITH Inc.)
5524 Saint-Patrick Street #110
Montreal, Quebec, Canada
H4E 1A8
Email: partners@tengiva.com

Notices shall be deemed given upon receipt. Partner consents to receiving electronic communications from TENGIVA, and agrees that electronic communications satisfy any legal requirement that communications be in writing.

12.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

12.7 Waiver

TENGIVA's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision and shall not limit TENGIVA's rights with respect to any subsequent breach.

12.8 Assignment

Partner may not assign or transfer these Terms or any rights hereunder without TENGIVA's prior written consent. Any attempted assignment in violation of this section shall be void. TENGIVA may assign these Terms to any affiliated company or successor without Partner's consent.

12.9 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship between the parties.

12.10 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or governmental actions.

13. CONTACT INFORMATION

Questions about these Terms:
Email: partners@tengiva.com

Technical Support:
Email: support@tengiva.com
Phone: +1 438-940-2400
Hours: 9 AM to 5 PM EST

Mailing Address:
TENGIVA (CACITH Inc.)
5524 Saint-Patrick Street #110
Montreal, Quebec, Canada
H4E 1A8

ACCEPTANCE

By clicking "I Accept" when creating a Directory Profile, Partner confirms that:

(a) Partner has read and understands these Terms in their entirety;

(b) Partner agrees to fulfill the five (5) hour annual Knowledge-Sharing Commitment;

(d) All information provided in the Directory Profile is accurate and complete;

(e) Partner accepts these Terms and agrees to be legally bound by all provisions herein.

Terms of servicesDirectory Partners

Terms of services
Directory Partners