Terms of Service

 

BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE (THE “ORDER FORM,” AND TOGETHER WITH THESE TERMS OF SERVICE AND THE THREAD PRIVACY POLICY AVAILABLE AT HTTPS://WWW.GETTHREAD.COM/PRIVACY-POLICY, THIS “AGREEMENT”), YOU AGREE THAT YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES (AS DEFINED BELOW).

 

This Agreement, by and between Thread Magic, Inc., formerly known as ChatGenie, LLC (“Thread”), and the customer identified on the Order Form (“Customer”) (each a “Party,” and together the “Parties”), is effective as of the effective date set forth in the Order Form (the “Effective Date”) and governs Customer’s access to and use of Thread’s proprietary technology platform and solutions (the “Services”). The Services are licensed to Customer under the terms of this Agreement for the sole purpose of configuring key internal and end customer communication and service workflows in Customer’s team messaging platform (e.g., Slack, Microsoft Teams, Thread Messenger, and any other platform or channel supported by the Services), the End User’s team messaging platform, or any combination thereof. As required by applicable laws and regulations, including the EU General Data Protection Regulation for residents of the EU, the Thread EU Data Processing Addendum provides the process for transfers of personal data.

1. Services

 

Subject to the terms and conditions of the Agreement, including all payment obligations, (i) Customer may access the Services solely for Customer’s business operations during the term and up to the number of unique customers documented on the applicable Order Form, and (ii) Customer may use output generated by the Services in connection with its business operations, subject to Section 3. For clarity, “End Users” means Customer’s customers, consultants, or other individuals authorized by Customer to access the Services as provided for herein. Customer is responsible for any misuse of the Services and/or breach of this Agreement by its End Users. Customer may transfer the rights to a new End User, so long as the prior End User discontinues all use and the transfer does not exceed the number of End Users authorized. Customer shall not: (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components; or (c) modify, adapt, or hack the Services or attempt to gain unauthorized access to the Services or related systems or networks. Except for the limited rights expressly granted herein, no other right, license, or option is granted and no other use is permitted.

2. Acceptable Use

 

  1. Customer agrees to use, and to ensure that all End Users use, the Services only for lawful purposes and in accordance with this Agreement. Customer is responsible for all activity under its account, including acts or omissions of End Users and any inputs or outputs generated through the Services. Customer shall implement reasonable security measures to prevent unauthorized access to its account.

  2. Customer shall not, and shall not permit any End User to: (i) attempt to gain unauthorized access to the Services, other accounts, or connected systems through password mining, prompt injection, or other means; (ii) reverse engineer, decompile, or disassemble the Services or attempt to derive source code, algorithms, or underlying models; (iii) circumvent or interfere with security or access-control features; (iv) introduce malware, viruses, or harmful code; (v) use the Services to develop competing products or benchmark the Services without Thread’s prior written consent; (vi) use the Services in a manner that exceeds reasonable usage volumes or adversely impacts platform stability or performance; (vii) submit inputs designed to manipulate or elicit unintended behavior from the AI Components, including jailbreaking, prompt injection, or adversarial prompting; or (viii) misrepresent AI-generated outputs as human-created content where such misrepresentation would be deceptive.

  3. Thread may implement rate limits, usage quotas, or other resource consumption policies to ensure fair access and platform stability. Such limits will be communicated through the Order Form, API documentation, or the Services interface. Excessive or abusive usage may trigger automated throttling or temporary access restrictions. Thread may modify rate limits upon reasonable notice, and any material reduction to Customer’s contracted entitlements shall be subject to good-faith consultation.

  4. Customer is solely responsible for all inputs submitted to the Services and for ensuring such inputs do not infringe third-party intellectual property rights or violate applicable laws. AI-generated outputs may be inaccurate, incomplete, or unsuitable for Customer’s intended use. Customer is solely responsible for reviewing and verifying outputs before relying upon or distributing them

  5. Where the Services are configured to interact with End Users or other individuals through the AI Components (as defined in Section 4.1), including through chat, email, desktop, or voice channels, Customer shall: (i) clearly disclose to each such individual that they are interacting with an artificial intelligence system; (ii) not remove, disable, obscure, or modify any AI identification, labeling, watermarking, or disclosure functionality made available in or through the Services; and (iii) obtain and maintain all notices, consents, and authorizations required under applicable law for such interactions, including for call recording, transcription, and sentiment, tone, or emotion analysis features. Customer’s application of its own or its clients’ branding to the Services does not relieve Customer of these obligations.

  6. Customer shall not, and shall not permit any End User to, use the Services or the AI Components, in each case without Thread’s prior written consent: (i) as a substitute for human decision-making in connection with employment, worker management, education, credit, insurance, housing, healthcare, essential private or public services, or law enforcement; (ii) to infer the emotions of employees or students, to perform biometric categorization or identification, or for social scoring; (iii) for any practice prohibited under applicable laws, regulations, and binding guidance governing artificial intelligence (“AI Laws”), including Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”); or (iv) in any manner that would cause the Services or the AI Components to be classified as a high-risk artificial intelligence system under applicable AI Laws.

3. Ownership; Customer Content; Aggregated Data

 

  1. As between the Parties, Thread owns and retains all rights, title, and interest in and to the Services, including the AI Components and the models, algorithms, software, documentation, and know-how underlying the Services, Aggregated Data, and all improvements, modifications, and derivative works of any of the foregoing. Subject to Customer’s compliance with this Agreement, Thread hereby assigns to Customer all of Thread’s right, title, and interest, if any, in and to the Outputs (as defined in Section 4.1) generated by the Services for Customer, and Customer may use, modify, and incorporate such Outputs into its own documentation, knowledge base materials, and other work product for any lawful purpose in connection with its business operations. The foregoing assignment does not extend to the Services, the AI Components, or any portion of an Output that consists of Thread’s Confidential Information or pre-existing Thread materials. Because of the nature of artificial intelligence, Outputs may not be unique, and nothing in this Section restricts Thread from generating the same or similar outputs for other customers. No work for hire shall be performed hereunder. Thread grants no, and reserves any and all, rights with respect to the Services other than the rights expressly granted to Customer under this Agreement.

     

  2. As between the Parties, Customer owns and retains all rights, title, and interest in any and all data and content submitted or uploaded by Customer or its End Users to the Services, including inputs submitted to the AI Components (collectively, “Customer Content”), except as set forth in Section 3.3 with respect to Aggregated Data. Thread does not control, verify, or endorse Customer Content. Customer hereby grants to Thread and its affiliates a non-exclusive, royalty-free, fully paid-up, non-sublicensable (except to contractors, consultants, and service providers of Thread), non-transferable (except to Thread’s permitted assigns) right and license to copy, transmit, process, display, create derivative works of, and otherwise use and disclose Customer Content (i) to provide the Services and otherwise perform Thread’s obligations under this Agreement; (ii) to improve and develop Thread’s products and services, subject to Section 3.3; (iii) to create Aggregated Data; and (iv) as otherwise required by law, regulation, or order.

     

  3. Thread collects and aggregates information concerning user behavior, sales and training activity, and other interactive information as part of the Services, and may create aggregated, anonymized, or de-identified data derived from Customer Content and Customer’s use of the Services (“Aggregated Data”). Thread may use Aggregated Data to (i) improve the Services, (ii) develop new products and features, and (iii) generate benchmarking, analytics, and industry insights, provided that Aggregated Data does not identify Customer or any individual. Thread may also use feedback, usage patterns, and error logs to improve the AI Components, provided such use does not reveal Customer’s Confidential Information. Thread will process Customer Content only as necessary to provide the Services and as otherwise permitted by this Agreement. Thread will not use Customer Content or Customer’s Confidential Information to train or fine-tune any artificial intelligence or machine learning model, whether Thread’s own or a third party’s. Thread may use Aggregated Data for that purpose only to the extent it does not identify Customer or any individual. For the avoidance of doubt, Aggregated Data is not Customer Content, and Customer agrees that Thread may retain and use Aggregated Data both during and after the term of this Agreement. The Thread Privacy Policy governs the treatment of such data, including additional rights afforded to European Union residents.

4. AI Components; Third-Party Services

 

  1. Customer acknowledges that the Services incorporate artificial intelligence, machine learning, or other similar predictive or automated generation components (“AI Components”), including Azure OpenAI (“OpenAI”) and Amazon Bedrock (“Bedrock”). The AI Components generate certain outputs that form part of the Services (“Outputs”). Thread represents and warrants to Customer that, to Thread’s knowledge: (i) no Customer Content submitted to the AI Components is retained by any third-party owner of the AI Components; (ii) Thread does not use Customer Content submitted to, or data automatically collected by, the AI Components to train, modify, or improve such AI Components; (iii) Thread’s agreements with the third-party providers of the AI Components, including Microsoft (Azure OpenAI) and Amazon Web Services (Amazon Bedrock), prohibit those providers from using Customer Content to train or improve their models; and (iv) Customer Content is transmitted to the AI Components only as required to generate the applicable Output, is held in memory only for the duration of that request, and is not stored by the AI Components after the Output is delivered. By using the AI Components, Customer acknowledges and assumes the risks associated with artificial intelligence technology, including with respect to the Outputs.

     

  2. Customer acknowledges and agrees that: (i) the AI Components are intended to support, and where Customer so configures them to automate elements of, Customer’s service workflows, but are not a substitute for Customer’s own judgment, oversight, and decision-making; (ii) Outputs may be inaccurate, incomplete, outdated, biased, or unsuitable for Customer’s intended use, and Thread does not warrant that Outputs will be free from bias or will achieve any particular level of accuracy, resolution rate, or performance; (iii) the AI Components may produce different Outputs in response to identical or similar inputs, and Outputs may not be unique from outputs generated for other users of the Services; (iv) the AI Components may misunderstand or misinterpret Customer’s inputs or instructions, may struggle with complex tasks that require reasoning, judgment, and decision-making, and may perpetuate biases present in the data used to train them; (v) the performance, capabilities, and limitations of the AI Components may change over time; (vi) Customer will exercise discretion and independent judgment before relying on, sharing, or otherwise using Outputs, and should not rely solely on Outputs for critical business decisions, legal compliance, or any use case where errors could cause significant harm; and (vii) any autonomous or automated action taken by or through the AI Components, including automated triage, dispatch, resolution, or the triggering of external workflows or scripts, is taken in accordance with the configuration selected by Customer, and Customer is responsible for that configuration, for monitoring and tracking such actions to ensure they are appropriate, and for the results of those actions.

     

  3. The data use and model training provisions set forth in Sections 3.2 and 3.3 apply to all Customer Content processed in connection with the AI Components.

     

  4. Thread may modify, update, retrain, substitute, or discontinue any AI Component, model, or third-party model provider used in the Services, provided that Thread will not materially reduce the core functionality of the Services during the then-current term without reasonable prior notice to Customer. Any accuracy levels, resolution rates, automation percentages, or other performance metrics described in Thread’s marketing materials, documentation, or other communications are estimates based on aggregate experience, do not constitute warranties or service levels, and are not incorporated into this Agreement.

     

  5. Customer shall not, and shall not permit any End User to, use the Services or AI Components to: (i) circumvent safety features, content filters, or access controls; (ii) systematically extract training data, model weights, or other proprietary information; (iii) generate content for training competing AI models without Thread’s prior written consent; or (iv) probe or exploit vulnerabilities except for good-faith security research conducted in accordance with Thread’s responsible disclosure policy.

     

  6. The Services interface with third-party software products and applications that must be separately licensed by Customer (“Third-Party Services”), including the ConnectWise product ecosystem; Slack; Microsoft Windows, Microsoft Teams, and the Microsoft 365 platform; Auvik; Refactr and its affiliates; and Thread affiliates. Third-Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with the applicable third party, and Customer may be required to authenticate to or create separate accounts to use Third-Party Services. Some Third-Party Services may provide Thread with access to certain information that Customer has provided to such Third-Party Services; any data, information, or other materials related to Customer collected via or received by Thread from any Third-Party Service will be deemed Customer Content. Customer is solely responsible for its rights to use the Third-Party Services with which the Services interact. Thread does not guarantee the availability of any Third-Party Services, including AI Components, and shall have no liability for Customer’s failure or inability to obtain such rights. Customer agrees to indemnify, defend, and hold Thread harmless from any claims by third parties resulting from Customer’s use of Third-Party Services.

5. Term; Renewal; Termination; Survival

 

  1. Term and Renewal. On each anniversary of the start date documented on the applicable Order Form, this Agreement will automatically renew for one (1) additional term equal in length to the initial term commitment (e.g., one year for annual terms, one month for monthly terms), unless either Party provides written notice of non-renewal to the other Party no less than thirty (30) days prior to the date of renewal.

     

  2. Termination for Cause. Either Party may terminate this Agreement in the event of breach by the other Party which is not cured within thirty (30) days after receipt of notice sent by the non-breaching Party to the breaching Party stating the nature of the breach. In the event of such termination by Customer, Thread will refund to Customer any unused, prepaid fees covering the remainder of the then-current term. Upon any termination for cause by Thread, Customer will pay any unpaid fees covering the remainder of the then-current term after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Thread for the period prior to the effective date of termination.

     

  3. Suspension. Thread may, in its sole discretion, suspend or restrict Customer’s access to the Services if Thread reasonably believes Customer has violated this Agreement or if such action is necessary to protect the Services, Thread, or other customers. Thread will use commercially reasonable efforts to provide notice prior to or promptly following any suspension, except where immediate action is necessary to prevent harm. During any suspension, Customer remains obligated to pay all fees due. Thread will use commercially reasonable efforts to restore access promptly following Customer’s cure of the violation. Repeated or material violations may result in termination for cause under Section 5.2.

     

  4. Survival. Upon any expiration or termination of this Agreement, Customer’s right to use the Services shall cease. Sections that by their nature are intended to survive expiration or termination of this Agreement shall survive any expiration or termination of this Agreement, including but not limited to Ownership (with respect to Aggregated Data); Indemnification; Audit; Fees, Payment, and Taxes; Limitation of Liability; Confidentiality; Disclaimer; Legal; and Entire Agreement.

6. Fees; Payment; Taxes

 

Customer shall pay Thread the fees set forth on the applicable Order Form. All fees are in US dollars and payable as documented on the Order Form. Except as expressly provided herein or on the applicable Order Form, payment obligations are non-cancelable and fees paid are non-refundable. Customer agrees and acknowledges that Thread may, from time to time, engineer additional features or functionalities to the Services for which Thread may charge an additional fee. Customer shall reimburse Thread for any sales or use taxes that Thread is required to collect in connection with Customer’s use of the Services and the provision of the Services under this Agreement; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Thread’s income, revenues, personnel, or other assets.

6. Audit

 

Customer shall implement reasonable controls to ensure compliance with the authorized use of the Services, including the number of Users. Customer agrees and Thread reserves the right to audit Customer’s use of the Services during Customer’s normal business hours, upon reasonable written notice and at Thread’s expense. Customer agrees to pay any shortfall in fees revealed by such audit within ten (10) days of receipt of invoice.

7. Audit

 

Customer shall implement reasonable controls to ensure compliance with the authorized use of the Services, including the number of End Users. Customer agrees, and Thread reserves the right, to audit Customer’s use of the Services during Customer’s normal business hours, upon reasonable written notice and at Thread’s expense. Customer agrees to pay any shortfall in fees revealed by such audit within ten (10) days of receipt of invoice.

8. Confidentiality

 

“Confidential Information” means the Services, planned future functionality of the Services, pricing, the terms of the Agreement, and any non-public information, data, know-how, or proprietary data and any other information disclosed by one Party to the other that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would reasonably be understood to be confidential. The receiving Party shall: (i) use Confidential Information solely for purposes specifically provided in this Agreement; (ii) not disclose Confidential Information except on a need-to-know basis to employees, consultants, affiliates, agents, or subcontractors who are bound by confidentiality obligations at least as protective as this Agreement, provided such parties are not direct competitors of the disclosing Party; and (iii) secure the disclosing Party’s Confidential Information against unauthorized disclosure using no less than commercially reasonable means. Any Confidential Information disclosed by either Party shall remain confidential for a period of four (4) years from disclosure, or indefinitely if it constitutes a trade secret under applicable law. The receiving Party is responsible for any misuse by its End Users, agents, subcontractors, consultants, or affiliates. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving Party prior to its receipt from the disclosing Party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving Party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information of the disclosing Party. In the event the receiving Party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, and if such order or subpoena allows, such Party will promptly notify the other Party in writing. In the event of any breach or threatened breach of the confidentiality obligations set forth in this Agreement by the receiving Party, the receiving Party acknowledges and agrees that the disclosing Party may suffer irreparable harm for which monetary damages would be inadequate, and the disclosing Party shall be entitled to seek injunctive relief without proving actual damages or posting bond.

9. Disclaimer

 

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Thread or by third-party providers, or because of other causes beyond Thread’s reasonable control. THE SERVICES, INCLUDING THE AI COMPONENTS AND ANY OUTPUTS, ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER THREAD NOR ITS SUPPLIERS WARRANT THAT THE SERVICES (INCLUDING THE AI COMPONENTS AND ANY OUTPUTS) WILL FUNCTION IN ANY ENVIRONMENT, BE COMPATIBLE WITH ANY THIRD-PARTY APPLICATION, OR WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED, OR OTHERWISE MEET CUSTOMER’S BUSINESS REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THREAD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, REGARDING THE SERVICES, INCLUDING THE AI COMPONENTS AND ANY OUTPUTS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, CORRECTNESS, RELIABILITY, COMPLETENESS, TIMELINESS, QUALITY, INTEGRATION, INTEROPERABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THREAD SPECIFICALLY DISCLAIMS ANY WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, FREE OF ERRORS OR FABRICATED INFORMATION (“HALLUCINATIONS”), FREE OF BIAS, SUITABLE FOR CUSTOMER’S INTENDED PURPOSE, OR COMPLIANT WITH APPLICABLE LAWS. CUSTOMER AGREES THAT CUSTOMER’S USE OF THE SERVICES, INCLUDING ANY OUTPUTS AND ANY ACTIONS TAKEN BY OR THROUGH THE AI COMPONENTS, IS AT CUSTOMER’S OWN RISK. Some jurisdictions do not allow the exclusion of certain warranties in certain circumstances. Accordingly, some of the limitations set forth above may not apply.

10. Limitation of Liability

 

10.1 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THREAD, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT THREAD HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, THREAD SHALL HAVE NO LIABILITY FOR: (I) INACCURACIES, ERRORS, OR HALLUCINATIONS IN OUTPUTS; (II) CUSTOMER’S OR ANY END USER’S RELIANCE ON OR USE OF OUTPUTS WITHOUT INDEPENDENT VERIFICATION; (III) CHANGES TO THE PERFORMANCE, CAPABILITIES, OR BEHAVIOR OF THE AI COMPONENTS; OR (IV) ANY ACTIONS TAKEN BY OR THROUGH THE AI COMPONENTS IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES.

10.2 General Cap. EXCEPT AS PROVIDED IN SECTIONS 10.3 AND 10.4, THREAD’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR CUSTOMER’S USE OF THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO THREAD UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”).

10.3 Enhanced Cap. THREAD’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF (I) THREAD’S BREACH OF SECTION 8 (CONFIDENTIALITY), OR (II) ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF CUSTOMER CONTENT IN THREAD’S POSSESSION OR CONTROL TO THE EXTENT CAUSED BY THREAD’S NEGLIGENCE OR BREACH OF THIS AGREEMENT OR THE APPLICABLE DATA PROCESSING ADDENDUM (A “SECURITY INCIDENT”), WILL NOT EXCEED THREE (3) TIMES THE GENERAL CAP. THE ENHANCED CAP IS IN LIEU OF, AND NOT IN ADDITION TO, THE GENERAL CAP WITH RESPECT TO SUCH CLAIMS.

10.4 Exclusions from the Caps. THE LIMITATIONS IN SECTIONS 10.1, 10.2, AND 10.3 DO NOT APPLY TO (I) THREAD’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (II) THREAD’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (III) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

10.5 Basis of the Bargain. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THE AGREEMENT. Some states do not allow the types of limitations in this Section, so such may not apply. IN THESE STATES, THREAD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. Indemnity

 

By Thread. Thread shall defend Customer and Customer’s respective officers, agents, partners, and employees from and against any claim, action, suit, or proceeding (“Claim”) asserted against Customer by a third party alleging that the authorized use of the Services as licensed hereunder infringes any valid United States patent or copyright of such third party (the “IP Rights”), but only to the extent that Customer’s use of the Services was in accordance with the terms of this Agreement, and Thread will indemnify Customer against all costs and expenses finally awarded by a court having jurisdiction over such Claim or otherwise approved in a final settlement. Such indemnity by Thread does not extend to Customer Content or to any Outputs. Thread’s indemnification obligations are conditioned upon Customer: (a) giving Thread prompt written notice of any Claim for which Customer is seeking indemnity hereunder, provided, however, that any delay in providing such notice shall relieve Thread of its obligations only to the extent Thread is prejudiced by such delay; (b) tendering to Thread sole control of the defense and settlement of the Claim; and (c) providing to Thread, at Thread’s request and expense, the assistance, information, and authority necessary to perform Thread’s obligations. Thread will not settle a Claim that involves an admission of guilt or any financial or performance obligations on the part of Customer without Customer’s prior written consent. If the Services become or, in Thread’s opinion, are likely to become, the subject of an injunction, Thread may, at its option, (i) procure for Customer the right to continue using the Services, (ii) modify the Services so that they become non-infringing without substantially compromising their functionality, or, if (i) and (ii) are not reasonably available to Thread, (iii) terminate Customer’s license to the allegedly infringing Services and refund any prepaid amounts for the unused portion of the then-current term. The foregoing are Customer’s sole and exclusive remedies for any infringement of intellectual property rights.

By Customer. Upon demand by Thread, Customer shall defend, indemnify, and hold harmless Thread and Thread’s subsidiaries, affiliates, and licensors, and its and their respective officers, agents, partners, and employees, from and against any direct loss, liability, costs (including reasonable attorneys’ fees), damages, expenses, claims, or demands made by any third party or by any governmental or regulatory authority due to or arising out of: (i) Customer’s use of the Services in violation of this Agreement; (ii) Customer Content or inputs; (iii) Customer’s or any End User’s use of Outputs; (iv) any claim that Customer Content or Customer’s use of Outputs infringes or violates third-party rights; (v) Customer’s failure to provide any disclosure, notice, or consent required in respect of interactions with, or Outputs of, the AI Components, or Customer’s configuration, deployment, or use of the Services or the AI Components in violation of Sections 2.4 through 2.6 or applicable AI Laws; or (vi) Customer’s breach of this Agreement.

12. Force Majeure

 

Neither Party shall be liable for delay or failure to perform (other than payment obligations) caused by an event beyond its reasonable control, including, but not limited to, wars, riots, labor strikes, natural disasters, the infrastructure or availability of the internet, unauthorized network intrusions, or any law, regulation, ordinance, or other act or order of any court, government, or governmental agency. The Services are hosted on Amazon Web Services (“AWS”) and incorporate OpenAI and Bedrock. Thread’s obligations are therefore necessarily dependent on the continued availability of AWS, OpenAI, and Bedrock, and Thread will not be liable for failures of any of them. Delays caused by Customer’s failure to perform or fulfill its responsibilities shall not affect fees due to Thread.

13. Thread Feedback

 

Thread appreciates it when Customer, End Users, or individuals (each a “Submitter”) communicate suggestions, enhancement requests, recommendations, or other information about the Services or Thread’s website (“Feedback”). Should any Submitter choose to make a submittal via Thread’s Canny.io page or any other means, Thread may use or utilize such Feedback without any obligation of any kind to the Submitter. Further, by submitting Feedback to Thread, Submitter hereby assigns to Thread all of their right, title, and interest in such Feedback. In the event such assignment may not be valid, the Submitter agrees and grants to Thread a royalty-free, worldwide, perpetual, irrevocable, sublicensable (through multiple tiers), transferable license to use or incorporate into the Services any such Feedback.

14. Legal

 

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflicts of law provisions. The Parties hereby consent and agree that the sole and exclusive jurisdiction and venue for actions related to this Agreement shall be in the state or federal courts located in New York, New York.

14.2 The Convention for the International Sale of Goods shall not apply.

14.3 Section headings are for ease of reference only.

14.4 This Agreement creates no third-party beneficiary rights to the Services or to any third-party product made available through the Services.

14.5 Thread’s failure to enforce a provision is not a waiver of its right to do so later.

14.6 If a provision of the Agreement is found unenforceable, then the remaining provisions will remain in full force and an enforceable term will be substituted which reflects the Parties’ intent as closely as possible.

14.7 Customer may not assign any of Customer’s rights hereunder without the prior written authorization of Thread, which shall not be commercially unreasonably withheld, and any such attempt is void. Thread may freely assign its rights to any successor in interest.

14.8 Thread and Customer are not legal partners nor agents and neither Party shall have the power or authority to bind the other; instead, the relationship is that of independent contractors.

14.9 All content on Thread’s website, the Services, and the trademarks, service marks, and logos contained on Thread’s website and in the Services are owned by or licensed to Thread subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

14.10 Each Party shall comply with all applicable local, state, national, and foreign laws, rules, and regulations (including applicable export laws and regulations) while performing under this Agreement and using the Services.

14.11 Without limiting anything herein, each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and Customer shall not permit End Users to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.

15. Miscellaneous

 

15.1 Notices. Notice(s) shall be in writing, sent to the address documented on the Order Form, and may be (i) delivered by hand; (ii) sent by overnight courier; (iii) sent by first-class registered or certified mail, return receipt requested, postage prepaid; or (iv) sent by facsimile or email (followed by first-class mail, postage prepaid), and are deemed received upon delivery.

15.2 Logo and Name. Customer authorizes Thread to include Customer’s name and logo on Thread’s website as a customer of Thread.

16. Changes to the Terms

 

 To accommodate changes in our business or products, Thread may change this Agreement from time to time. The revised provisions will become effective and binding three (3) business days after posting. If Customer does not agree to such updated terms, Customer must notify Thread in writing within thirty (30) days after such update is posted. Provided Customer gives Thread such notice, Customer’s licensed usage will continue to be governed by the terms and conditions of the Agreement prior to modification for the remainder of the then-current term. Upon renewal, the updated Agreement on Thread’s website will apply. 

17. Entire Agreement

 

 This Agreement constitutes the entire agreement between the Parties regarding Customer’s licensed use of the Services. This Agreement may be modified by the terms on the Order Form. Terms on Customer’s purchase orders or other ordering documentation or email which purport to modify or supplement this Agreement shall not add to or vary the terms and conditions of this Agreement and are of no force or effect even when signed by Thread. This Agreement replaces and supersedes any prior verbal understanding, written communications, or representations made by the Parties regarding the subject matter contained in this Agreement.