These Terms of Service ("Terms") govern your use of the Services (defined below) provided by Thoughtly, Inc. ("Thoughtly," "Company," "we," "us," or "our"). These Terms are a binding legal agreement between you or the entity you represent ("Customer" or "you"). If you (the person accepting these Terms) are accepting these Terms on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to these Terms, and (ii) you agree to these Terms on behalf of your employer or such entity. If you are accepting these Terms using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of these Terms will bind your employer or that entity to these terms, and (iii) the word "you" or "Customer" in these Terms will refer to your employer or that entity.

In these Terms, a “user” is you or anyone who accesses, browses, or in any way uses the Services. You must agree to these Terms before you can use the Services. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We operate the website https://thought.ly (the "Site"), as well as any other related products and services that refer or link to these Terms (collectively, the "Services").

By accessing or using the Services

• You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Site or a user of the Services;
• You agree that we may contact and communicate with you (and your users) using pre-recorded or artificial voices.
• You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the entity that you represent; and
• If these Terms have materially changed since you last access or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms.

Please note that we may revise and update these Terms from time to time in our sole discretion. If we make a change to the Terms, we will post the revised Terms on our Site. You acknowledge and agree that your continued access or use of the Site or Services constitutes your acceptance of the revised Terms.

PLEASE NOTE: CERTAIN SERVICES MAY BE MADE AVAILABLE ON A SUBSCRIPTION BASIS. IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THESE TERMS WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 4 BELOW.

PLEASE NOTE: THAT SECTION 18 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.

1. OUR SERVICES

The Services are controlled or operated (or both) from the United States and are not intended to subject us to any non-U.S. jurisdiction or law. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Services’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

Access. During the applicable initial or renewal term for your subscription to the Services (“Subscription Term”) identified in the applicable check-out webpage to purchase the Services or other ordering document agreed to by the parties (“Order”), you may access and use, and may allow authorized users to access and use the Services subject to and in accordance with Section 8 below. It is a condition of your use of the Services that the information you provide is correct, current, and complete. You are responsible for making all arrangements necessary for you to have access to the Services. You are responsible for ensuring your access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges) and obtaining and maintaining all equipment necessary to access the Services.

Account Registration. To access the Services in all cases, you must register for an account in accordance with this Section below. To access a Free Trial, Free Tier or a Paid Plan, you must purchase the Services under an Order with us.

You can invite your employees, agents, or other third parties authorized by you to access or use the Services (“Authorized User(s)”) to your account and must designate at least one Authorized User to be an Administrator, who will manage and control the account. (For purposes of these Terms, an "Administrator” means an Authorized User designated by you to manage and control your and Authorized Users’ accounts.) If a user joins an existing account created by another person or organization, that person or organization is the customer and the user is an Authorized User. You are responsible for (and shall ensure) your Administrators’ and Authorized Users’, if applicable, compliance with these Terms.You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. In order to ensure we can protect and properly administer the Services and our community of users, we have the right to disable or close any user account at any time and for any reason or for no reason. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. If your account canceled, terminated or suspended, you and, if applicable, your authorized users, will lose the ability to access and use such account(s) and any of Customer Data (defined below) that you have uploaded or stored using the Services. We may immediately delete Customer Data at the time of cancellation, termination or suspension of such account(s), and we will not be liable to you or any third party in connection with such deletion of Customer Data or your loss of access and use of such account(s).

Account Security. All registration details and other information provided by you is subject to our Privacy Policy. You are responsible for maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary. Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not to disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials or other personal information. We will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by us or a third party arising from someone else using your account due to your conduct regardless of whether you have notified us of such unauthorized use.

White Label. If your product plan includes white-labeling, we grant you a white label license to incorporate the permitted functionality of the Services within your services offering without attribution to Thoughtly solely for your direct business activities, subject to your complete and ongoing compliance with these Terms, including without limitation, all payment obligations. This white label license is worldwide, revocable, non-exclusive, transferable solely to your users as authorized sublicensees within the scope of this license, provided you must require (and are liable for) your sublicensees to compliance with all applicable terms and conditions of these Terms. You are solely responsible for the provision of your products and services to users, and will indemnify and hold harmless Thoughtly from any related claims, liabilities or damages.

2. YOUR RESPONSIBILITIES

By sending us submissions and/or posting Customer Data through any part of the Services or making Customer Data through the Services by linking your account through the Services to any of your social networking accounts, you: confirm that you have read and agree to these Terms, including without limitation Section 6 and Section 9 below; to the extent permissible by applicable law, waive any and all moral rights to any such submission and/or contribution; represent and warrant that any such Customer Data are original submission and/or contributions, you have the necessary rights and licenses to submit such submissions and/or contributions and that you have full authorization to grant us the above-mentioned rights in relation to your submissions and/or contributions; and further you agree that your Customer Data and/or contributions do not constitute confidential information. You are responsible for your Customer Data and submissions and/or contributions and you expressly agree to reimburse us for any and all losses to Customer Data because of your breach of (a) these Terms, (b) any third party’s intellectual property rights, or (c) applicable law. Although we have no obligation to monitor any contributions, we shall have the right to remove or edit any Customer Data or Contributions at any time in our sole discretion. If we remove or edit any such Customer Data or contributions, we may also suspend your account and report to law enforcement authorities.

3. YOUR REPRESENTATIONS AND WARRANTIES

By using the Services, you represent and warrant that: (1) all Customer Data (defined below) that you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update your Customer Data as necessary; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you have the right to upload the Customer Data in and through the Services and that such use does not violate or infringe on any rights of any third party; (5) your use of the Services will not violate any applicable law or regulation; (6) you are aware of your obligations with respect to compliance with laws relating to call recording, telemarketing, spam and privacy; and (7) you will not rely on us for advice or for compliance with such laws.

If you provide any Customer Data or information that is unlawful, untrue, inaccurate, not current, incomplete, or that breaches these Terms, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

Without limiting the above, if any Customer Data violates these Terms or any applicable laws, we may, in our sole discretion, ask you to remove or edit the Customer Data so it is no longer in violation, or we may, but are not obligated to, remove the Customer Data or take action as needed to resolve the issue.

4. PLANS; AUTOMATIC RENEWAL REGISTRATION

Free Tier; Paid Plans. We may make the Services available to you for free subject to certain monthly usage limitations ("Free Tier"). We also offer paid access to the Services under various different paid plans as further specified in the Order (each, a "Paid Plan").

Automatic Renewal; Cancellation. Unless otherwise stated on an Order, each Subscription Term will automatically renew, unless you cancel or downgrade your subscription prior to the end of the then-current billing cycle. You authorize us to charge your credit card on file or invoice you for each renewal until you cancel your subscription. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current billing cycle for Paid Services.

Downgrades. If you fail to pay Fees (defined below) for the Services displayed on the Order, plus any applicable Taxes when they are due, we may downgrade you to a Free Tier plan upon reasonable notice. If you are downgraded, you may lose access to certain features or functionality, but these Terms will continue to apply.

Price Changes. We may increases or modify our pricing for Paid Plans at any time without notice, in our sole discretion, and the new pricing will go into effect upon the start of the next billing cycle for your Paid Plan subscription. If you do not terminate your Paid Plan subscription before renewal, you authorize us to collect payment for the increased or modified pricing.

5. PURCHASES AND PAYMENT

Fees

You will pay us the fees for the Services as displayed on the Order (“Fees”) in the manner specified by us, plus any applicable Taxes in accordance with this Section. You agree and understand that if you do not pay us the Fees due for the Services within the agreed time period, then we reserve the right to suspend your access and use of the Services until such Fees are paid as provided in this Section. If you reasonably and in good faith believe that we have billed you incorrectly, and reasonably and in good faith dispute the Fees billed to you, then you must contact us no later than thirty (30) days after the invoice date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit (if applicable). All Fees are non-refundable and non-creditable, except as expressly set forth in these Terms.

Taxes

All Fees and other amounts payable by you under these Terms are exclusive of all government-imposed taxes, levies, or duties, including value-added, sales, use, or withholding taxes, except for taxes based on our net income and similar assessments (“Taxes”). You are responsible for all sales, use and excise Taxes, and any other similar Taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by you hereunder, other than any Taxes imposed on our income.

Payment

Unless otherwise provided in an applicable Order, you will pay all Fees due at the time of purchase. You will make all payments hereunder in U.S. dollars. You will make payments to the account specified in the applicable Order or such other account as we may specify in writing from time to time. If you are paying Fees using a credit card or any digital payment method supported by us, you authorize us to charge your account for the Services using that payment method. You must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If you notify us to stop using a previously designated payment method and fail to designate an alternative, we may immediately suspend use and access to the Services. Any notice from you changing its billing account will not affect charges we submit to your billing account before we reasonably can act on your request. We may use a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use your credit card information except in connection with your authorized purchases. Notice (including email) from our third-party credit card processor declining your credit card or otherwise relating to your account will be deemed valid notice from us.

Late Payment

If you fail to make any payment when due then, in addition to all other remedies that may be available, we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for five (5) days following written notice thereof, we may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension.

6. PROHIBITED ACTIVITIES

As a user of the Services, you agree not to (and will not allow any third party to):

1. Modify, copy, display, republish or create derivative works based on the Services or Thoughtly Materials.
2. Act as a reseller or distributor of, or a service bureau for the Services or otherwise use, exploit, make available or encumber the Services to or for the benefit of any third party.
3. Access or use the Services without the prior written consent of us if you are or become a direct competitor to us or our affiliates.
4. Access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services.
5. Share access, use, or information about the Services with a direct competitor of us.
6. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
7. Incorporate or merge the Thoughtly Materials into another software product, or otherwise access or use the Thoughtly Materials and/or Documentation (defined below) to create, modify or enhance any software or competing service.
8. Combine or use the Services with any third party hardware, networks, code, data, or services that infringes any third party right.
9. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
10. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
11. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
12. Take any action that imposes, or may impose, in our sole discretion an unreasonable or disproportionately large load on our infrastructure.
13. Use the Services or any Output to post or send infringing, obscene, threatening, libelous, or otherwise unlawful material.
14. Use the Services or any Output in violation of applicable laws.
15. Upload to the Services or use the Services or any Output to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs.
16. Use any information obtained from the Services in order to harass, abuse, or harm another person.
17. Make improper use of our support services or submit false reports of abuse or misconduct.
18. Engage in unauthorized framing of or linking to the Services.
19. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
20. Delete the copyright or other proprietary rights notice from any Content.
21. Attempt to impersonate another user or person or use the username of another user.
22. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
23. Intentionally or unintentionally interfere with, disrupt the integrity or performance of the Services or the data contained therein, or create an undue burden on the Services or the networks or services connected to the Services.
24. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
25. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
26. Copy or adapt the Services software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
27. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
28. Use a buying agent or purchasing agent to make purchases on the Services.
29. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
30. Sell or otherwise transfer your profile or account.
31. Use the Services or any Output to create, promote, or distribute content that is illegal, harmful, or violates copyright laws.
32. Manipulate or attempt to manipulate the AI agent in a way that is against the intended use of the Services.
33. Use the Services for fraudulent activities, including but not limited to phishing, scams, and financial fraud.
34. Use the Services or any Output to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
35. Without the express prior written consent of Thoughtly, conduct any benchmarking or comparative study or analysis involving the Services for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of the Services to interoperate with your internal systems.
36. Claim endorsement from Thoughtly without explicit permission.
37. Use or attempt to use tools to circumvent any security feature of the Thoughtly Services.
38. Create or propagate content that promotes hate, discrimination, or violence against individuals or groups based on race, ethnicity, nationality, religion, gender, gender identity, sexual orientation, disability, or any other identifiable characteristics.
39. Use the Services or any Output to run automated queries to web sites.
40. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services;
41. Attempt to gain or permit an unauthorized third party unauthorized access to the Services or its related systems or networks by you or an unauthorized third party.
42. Permit any third party to do any of the foregoing.

In addition, you agree that you shall (a) only permit access to the Services by yourself and, if applicable your authorized users; and (b) not access or use the Services from an embargoed nation or any other country/region that becomes an embargoed nation, in violation of applicable export compliance laws.

7. THOUGHTLY RIGHTS

We reserve the right to suspend your access to the Services in the event (a) we believe your use of the Services represents an imminent threat to our users or network, (b) of your breach or violation of any laws or regulations applicable to your use of the Services or your breach of these Terms, or (c) if so directed by a court or competent authority. In such cases, we will (i) suspend such the Services only to the extent reasonably necessary to prevent harm to our users or network; (ii) use our best efforts to promptly contact you and give you the opportunity to change the configuration of its server(s) accordingly and/or work with you to resolve the issues causing the suspension of such the Services; and (iii) reinstate any suspended the Services promptly after the issue is abated. Without limiting the foregoing, we reserve the right to manage bandwidth or route traffic across the Internet in a commercially optimal way, provided such actions do not compromise our obligations regarding the Customer Data.

We have the right to (i) remove or limit distribution of Customer Data that we deem reasonably necessary or appropriate if we conclude that any Customer Data violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create liability for us; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Services; and (iii) terminate or suspend your access to all or part of the Services for any violation of these Terms. Notwithstanding the foregoing, we are not obligated to review Customer Data before it is posted via the Services, and we cannot ensure prompt removal of objectionable Customer Data after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any Authorized User or third party. We disclaim all liability or responsibility for exercise or nonexercise of our rights under this Section.

We have the right to (i) use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Services; (ii) utilize all other information provided by you (including Customer Data) relating to the Services to the extent necessary to comply with any legal requirements or contractual obligations; and (iii) utilize anonymized and/or aggregated data to protect and improve the Services, provided that you and your authorized users’ identity may not be derived from such data. The foregoing shall in no way limit our confidentiality obligations set forth in these Terms.

8. INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property

Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. We own the Services and all of our trademarks, logos, branding, and any other Content that we create in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Thoughtly IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Thoughtly IP are retained by us.

We hereby grant to you during the Term a non-exclusive, non-transferable, non-sublicensable, worldwide and irrevocable (subject to our right to terminate these Terms) license to access and use the Services subject to any usage capacity or other limitations set forth in the Order (“Usage Limits”) solely for: (i) in the case of a Paid Plan, your internal business purposes to enable its products and services with artificial intelligence capabilities in accordance with these Terms; (ii) in the case of a Free Trial or access to the Free Tier, your internal, non-commercial evaluation purposes to determine whether you desire to seek paid access to the Services in accordance with these Terms.

9. CUSTOMER DATA

We do not assert any ownership over your Customer Data. You retain full ownership of all of your Customer Data and any intellectual property rights or other proprietary rights associated with your Customer Data. You are responsible for ensuring all calls, video, audio, or transcription data, images, comments, clips or other content or information submitted or uploaded to the Services by or otherwise collected by us on behalf of you or your authorized users ("Customer Data") and any other content or information provided to us or uploaded, posted, recorded, or transmitted to the Services complies with these Terms and all applicable laws, including, but not limited to, laws requiring you to obtain the consent of a third party to collect, record or use the Customer Data and to provide appropriate notices of third-party rights. Under no circumstances will we be liable in any way for any (a) Customer Data that is transmitted or viewed while using the Services, (b) errors or omissions in Customer Data, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Data. You expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Customer Data.

Subject to these Terms, you hereby grants to us a non-exclusive, worldwide, royalty-free right, during the Term, to process the Customer Data solely (a) to the extent necessary to provide the services contemplated by the Services, (b) to provide, protect, and update the Services, (c) to enforce these Terms and exercise its rights hereunder, (d) as required by law, and (e) as otherwise instructed by you.

As between the parties, you own the Customer Data, but you acknowledge that we are in the business of improving and making enhancements to the Services, partially through learnings generated by training Customer Data. Accordingly, you hereby grants to us a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free license to use, reproduce, modify and otherwise exploit the Customer Data for the following purposes: to operate, train, modify, maintain, support, update, enhance, exploit, and otherwise use and improve the Services, Thoughtly IP and all of our current or future products, services and technology. We have the right to grant and authorize sublicenses (through multiple tiers) to the foregoing licenses in this Section in our sole discretion. We remain liable for ensuring sublicensees comply with the scope of the licenses in this Section.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Customer Data; (2) to re-categorize any Customer Data to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Customer Data at any time and for any reason, without notice. We have no obligation to monitor your Customer Data.

You will not and will ensure your authorized users do not upload, post, record, or transmit any harmful, offensive, unlawful, or otherwise objectionable content to us or the Services, including:

• Your Customer Data is not false, inaccurate, or misleading.
• Your Customer Data is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Customer Data is not hateful, defamatory, vulgar, discriminatory, obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Customer Data does not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Customer Data is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Customer Data does not violate any applicable law, regulation, or rule.
• Your Customer Data does not violate the privacy or publicity rights of any third party, or could give rise to any civil or criminal liability under applicable laws or regulations.
• Your Customer Data does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Customer Data does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
• Your Customer Data does not contain pornography or sexually explicit material.
• Your Customer Data does not include or promote sexually explicit or extremely violent content.
• Your Customer Data does is not harmful to minors.
• Your Customer Data does not promote suicide or self-harm, and does not promote or provide instructional information about illegal activities or promotes physical harm or injury to any group or individual.
• Your Customer Data is not likely to deceive or mislead any person.

You further acknowledge and agree that (i) you have the written consent, release, and/or permission of each and every identifiable individual person in your Customer Data to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Customer Data contemplated by the Services and these Terms; (ii) the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Customer Data do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party; (iii) your Customer Data does not otherwise violate, or link to material that violates, any provision of these Terms or our Privacy Policy, or any applicable law or regulation; (iv) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to receive, use and access your Customer Data in any manner contemplated by the Services and these Terms; and (v) you have the written consent, release, and/or permission of each and every identifiable individual person in your Customer Data contemplated by the Services and these Terms.

You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

10. GUIDELINES FOR REVIEWS

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

11. THIRD-PARTY WEBSITES AND CONTENT

The Service may contain or may interact with or otherwise be associated with third party platforms, services, plug-ins, applications, ads, tools and/or other content, and/or links to third-party websites or other services that are not owned, controlled or operated by us ("Third-Party Websites") including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with ("Third-Party Content"). We may also host our Content, apps and tools on Third-Party Websites. We are not responsible for the content of any Third-Party Websites, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. Your use of a Third-Party Websites linked from the Services is at your own risk and will be governed by such third party's terms and policies. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services.

References on the Services to any names, marks, products, or services of third parties, or links to Third-Party Websites or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. We are not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Websites.

Some Third-Party Websites may impose fees for access to their resources through our Services and/or your account and you are responsible for all such fees.

Finally, we will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Websites.

You hereby grant us an irrevocable perpetual license to use, reproduce, edit, create derivative works from, distribute, display, copy, transmit or otherwise use in any way, commercially or otherwise, any material that you post to any social networking site or other Third-Party Websites in connection with us or our Services.

Third-Party Apps

The Services may contain features designed to interoperate with any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with the Services, including any applications built by third parties using our developer tools that is made available by you or your Authorized Users (“Third-Party App”). To use such features, you or your users may be required to obtain access to such Third-Party App from their providers, and grant us access to your or your users’ account(s) on such Third-Party Apps. If you use a Third-Party App with the Services, you grant us permission to allow the Third-Party App and its provider to access Customer Data. By enabling a Third-Party App that uses or accesses Customer Data, you authorize the transfer of that data to the Third-Party App and, if applicable, will ensure that such data transfer complies with all applicable laws. Any acquisition by you of Third-Party Apps, and any exchange of Customer Data between you and any Third-Party App provider, product or service, is solely between you and the applicable Third-Party App provider. We do not warrant or support Third-Party App. We are not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Third-Party App or its provider. You are solely responsible for ensuring that it has all necessary licenses and rights to use the Third-Party App for the purposes contemplated herein. You understand and agree that Third-Party Apps are subject to their own terms and privacy policies. You are responsible for reviewing those terms and policies before using or enabling any Third-Party Apps. We are not responsible for Third-Party Apps and does not warrant or support them.

12. SERVICES MANAGEMENT

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

13. PRIVACY POLICY

You understand that by using the Services you consent and agree to the collection and use of certain information about you and your use of the Services in accordance with our Privacy Policy, available https://thought.ly/privacy, which is incorporated by reference into and forms a part of these Terms. If you object to your information being used in this way, please do not use the Services. Without limiting the foregoing, you consent and agree to receiving communications from Thoughtly through text message, SMS and voice calls. Please see our Privacy Policy for more information on how to opt out of text message communications.

Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

14. EXCLUDED DATA

You will not provide us with any Customer Data that is subject to heightened security requirements by law or regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (collectively, “Excluded Data”)). Thoughtly shall have no responsibility or liability for the Excluded Data.

15. TERM AND TERMINATION

Term

These Terms shall remain in full force and effect while you use the Services.

Suspension or Termination by Thoughtly

We may suspend your access to the Services or terminate these Terms and your access to the Services: (a) to the extent required by law, (b) to prevent risk of harm to us, the Services, or our users, or (c) for any violations of these Terms and our policies. If practicable, we may, in our sole discretion, contact you and give you the opportunity to resolve the issue prior to such suspension or termination. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Survival

Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.

16. NO GUARANTEE OF SERVICE

Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, modify, interrupt, suspend, discontinue, or remove the contents of the Services at any time or for any reason at our sole discretion without notice or liability. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party at any time for any period of time for any modification, price change, suspension, or discontinuance of the Services.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

17. GOVERNING LAW

These Terms shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction in the federal courts of the United States or the courts of the State of New York, in each case located in the city of New York.

18. DISPUTE RESOLUTION

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.

Agreement to Arbitrate

This Section 19 is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Thoughtly, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Thoughtly are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Pre-Arbitration Dispute Resolution

We always interested in resolving disputes amicably and efficiently, and most of your concerns can be resolved quickly and to your satisfaction by emailing customer support at support@thought.ly. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written notice of dispute ("Notice"). The Notice to Thoughtly should be sent to the address: 041 E 11th St, New York, NY 10003, with copy to support@thought.ly ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Thoughtly do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Thoughtly may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Thoughtly or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Thoughtly is entitled.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND THOUGHTLY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THOUGHTLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Waiver of Jury Trial

YOU AND THOUGHTLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Thoughtly are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this Section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer_arbitration . If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Thoughtly and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Thoughtly agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Thoughtly may elect to pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Thoughtly may elect to pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Thoughtly may elect to pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Thoughtly agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

19. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, OUTPUT OR THE SERVICES CONTENT OR CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

20. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY" AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTION 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (Y) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

21. BETA SERVICES

You may choose to use services or features identified as “alpha,” “beta,” “preview,” “early access,” or “evaluation,” or words or phrases with similar meanings (“Beta Services”) in your sole discretion. Notwithstanding anything to the contrary in these Terms or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Thoughtly’s Confidential Information; and (e) BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND THOUGHTLY’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).

22. Compliance and Acknowledgment of Applicable Telemarketing, Dialing and Recording Laws

We may monitor, but are not obligated to and bear no responsibility for, uploading of information, databases or audio messages. You agree that you shall comply with and abide by all applicable federal and state laws, rules and regulations governing the use of automated or prerecorded/artificial calls or texts including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule and accompanying Do-Not-Call regulations, wiretap and recording laws, and, without limitation, any and all current or future equivalent state telemarketing laws regulating the use of prerecorded or automated calls/texts, state do-not-call regulations, and state telemarketer registration requirements, state wiretap and recording laws, and any other relevant laws.

• You will provide accurate, correct, and truthful Caller ID information.
• You will provide all disclosures required by law.
• You agree and acknowledge that compliance with such laws is your sole responsibility.

TCPA Disclaimer

The TCPA imposes stringent regulations on the use of telephone equipment, including but not limited to artificial or prerecorded voice messages and automatic telephone dialing systems. To align with these regulations:

You acknowledge and understand that recipient consent is required for certain types of communications. Ensure that you have obtained prior express consent from all recipients before making calls using AI-generated text-to-speech technology, especially when contacting mobile phones or delivering prerecorded messages. Consent must be clear and unambiguous, indicating the recipient agrees to receive such calls from your organization. You understand that there may be different “levels” of consent for different communications.

While calls to individuals with whom you have an established business relationship may be exempt from certain restrictions, it is essential to verify that such exemptions apply under the current regulations and to respect any revocation of consent.

Without limiting the foregoing, if you do not have either consent or a business relationship with a recipient as required by applicable law or legally valid exemption from, or legally valid exception to, such laws, Subscriber shall not make that communication.

You will exercise caution when making AI-generated calls to residential lines or numbers assigned to emergency services, healthcare facilities, elderly homes, and services where the recipient incurs charges for the call. Such calls require prior express consent, with limited exceptions.

You will ensure that any calls include a clear and concise identification of the business, individual, or entity initiating the call at the outset of the message, along with contact information, allowing recipients to inquire or opt-out.

You will confirm that numbers dialed are not listed on the national Do Not Call Registry, unless an exemption applies. Regularly check the registry to update your contact lists accordingly.

Thoughtly utilizes AI-generated text-to-speech technology as a tool for communication purposes. While we strive to ensure our services are compliant with all applicable regulations, the responsibility for adhering to the TCPA and any other relevant laws rests solely with the user. Thoughtly is not liable for any violations of rules or regulations resulting from the use of our technology. Users must ensure that their use of Thoughtly's services complies with all legal requirements, including obtaining necessary consents and adhering to all applicable laws. The liability for any breaches of such laws falls on you as the individual or entity choosing to initiate or record the calls.

You (i) have and maintain personally or via a third-party the records to prove that you had the necessary consent, business relationship or legally valid exemption from, or legally valid exception to, such laws at the time of the call or other communication and (ii) will provide certified copies of such records to us promptly upon our request.

23. COPYRIGHT INFRINGEMENT AND DIGITAL MILLENNIUM COPYRIGHT ACT

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone so infringing on your rights, please provide the following information to the “Copyright Agent”:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed upon.
• A description of where the material that you claim is infringing is located on the Services.
• Your address, telephone number, and email address.
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• All notices of copyright infringement claims should go to our Copyright Agent at [copyright@Company.org]

24. ARTIFICIAL INTELLIGENCE TOOLS

The Services may leverage third party large language models and artificial intelligence algorithms and platforms (“Third-Party Models”) to generate suggested software code made through the Services (collectively, the “Output”) in response to your prompts (“Prompts”). We do not make any representations with respect to Third-Party Models or any Output provided in connection therewith. Such Third-Party Models are not under the control of Thoughtly and do not form part of the Services or related services. We are not responsible for any Third-Party Models or Output generated thereby and you use such Third-Party Models and Output at your own risk. Without limiting the foregoing, you acknowledge and agree to OpenAI’s Terms of Use (currently accessible at https://openai.com/policies/terms-of-use) and its Privacy Policy (currently accessible at https://openai.com/policies/privacy-policy), Google’s AI Studio Terms (currently accessible at https://ai.google.dev/terms) and Privacy Policy (currently accessible at https://policies.google.com/privacy), and Meta AI Terms (currently accessible at https://www.facebook.com/policies/other-policies/ais-terms) and Privacy Policy (currently accessible at https://www.facebook.com/privacy/policy/) and hereby consent and authorize us to share any your content with one or more Third-Party Model providers to the extent required to complete your request.

Ownership of Output

As between Thoughtly and you, each of the Prompts and Output are considered “Customer Data” for the purposes of these Terms. You are the owner of Customer Data, and we hereby assign to you all right, title and interest it may have, if any, in and to any Output. You acknowledge and agree that such Prompts may be provided to Third-Party Models in connection with your use of the Services under the Terms, or policies governing the Third-Party Models.

Responsible Use of AI Output

You are responsible for reviewing any Output prior to its use and exercising its own business and legal judgment as to its suitability for use. You acknowledge and agree that, notwithstanding the automated suggestions provided by the Services, you remain solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof. You will evaluate the fitness of any Output as appropriate for your specific use case.

THOUGHTLY MAKES NO WARRANTY OR GUARANTEE THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. THOUGHTLY DOES NOT REPRESENT OR WARRANT THAT THE PROMPTS OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE THIRD-PARTY MODELS AND THAT THOUGHTLY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THOUGHTLY LIABLE, FOR THIRD-PARTY MODELS OR ANY OUTPUT THEREOF.

25. DEVELOPER MATERIALS

In connection with the Services, we may make available and you may have access to (i) client software provided as part of the Services, such as mobile or desktop applications or browser extensions (“Software”), and (ii) application programming interfaces, tools, libraries, scripts, sample source code and similar developer materials made available by us specifically for use with the Services (“Thoughtly Developer Materials”).

For any Thoughtly Developer Materials that we make available to you, we hereby grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to access and use the Software and Thoughtly Developer Materials, in the form made available by or for us, solely to the extent necessary to use the Services and for your internal business purposes and in accordance with our relevant documentation for the Thoughtly Developer Materials. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component. You agree that you have reviewed and accepted all applicable third party terms and you take sole responsibility for determining, obtaining and complying with all such third party terms. we will have no responsibility for and makes no representations and warranties regarding any Third Party Materials or your use of Third Party Materials, and any third party terms or your compliance with such third party terms. The foregoing rights are and remain subject to and conditioned on your compliance with these Terms including all payment obligations. All Thoughtly Developer Materials are confidential and proprietary to us. You may not and are not authorized to distribute or disclose Thoughtly Developer Materials to any third party or use them for any purpose other than as expressly permitted by these Terms.

Unless otherwise authorized by us in writing, if you develop any applications, services or modules using all or any portion of the Thoughtly Developer Materials (collectively, “Developed Applications”), you may use your Developed Applications with third-party software or hardware, but only if you remove from your Developed Application all elements of the Thoughtly Developer Materials (including any elements based on the Thoughtly Developer Materials), and your Developed Application (a) does not disclose, make available, incorporate or embody any part of the Thoughtly Developer Materials and (b) do not incorporate or embody any part of the Services or other Thoughtly intellectual property.

For any Thoughtly Developer Materials that we make available to you, Thoughtly hereby grants you a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to access and use the Thoughtly Developer Materials, in the form made available by or for Thoughtly, solely for your internal business purposes of enabling your application to receive data from the Thoughtly API, and in accordance with the relevant Documentation for the Thoughtly Developer Materials. All Thoughtly Developer Materials are confidential and proprietary to Thoughtly. You may not and are not authorized to distribute or disclose Thoughtly Developer Materials to any third party or use them for any purpose other than as expressly permitted by these Terms.

26. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Customer Data; (2) use of the Services or Output that violates these Terms or applicable laws, rules or regulations; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other user of the Services with whom you connected via the Services; or (7) the use or display of any Customer Data. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

27. CONFIDENTIALITY

We may disclose to you confidential information relating to our business or current or future products and services (“Confidential Information”). You may not disclose Confidential Information to any third party, other than to your employees or contractors with a need to know such information for you to fulfill your obligations under this Agreement. You will not make use of any Confidential Information other than in the performance of rights or obligations under these Terms. You will use at least the same degree of care to avoid disclosure of Confidential Information as you uses with respect to your own confidential information. This Section shall not limit any prior confidentiality agreement between the parties. Confidential Information does not include information: (a) generally available to or known to the public, (b) previously known to you, (c) independently developed by you outside the scope of these Terms, or (d) lawfully disclosed by a third party.

28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

29. MISCELLANEOUS

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect.

30. PUBLICITY

You agree that we may identify you as a customer and advertise or publicize our provision of the Services to you, including on our website or in our promotional materials. You grant us a non-exclusive, worldwide, right and license to use your company name and logo in marketing, sales, financial, and public relations materials and other communications for purposes of identifying you as a customer. You further agree to allow us to use your name, logo and examples and visuals of how you are using the Services in the public domain, in corporate, promotional and marketing materials and content, and in the normal course of business.

31. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Thoughtly, Inc.

United States

support@thought.ly