Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Thallus, LLC. ("Thallus," "Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of our public-facing websites, landing pages, and other online marketing or informational sites that we operate and make available to the general public, including any content, features, and functionality offered on or through https://thallus.ai and any other domain or interface we designate from time to time (collectively, the "Website"), whether as a guest or a registered user. Use of any Thallus software, platform, or paid or free service offering (including any AI assistant, automation, or multi-agent orchestration capabilities) is governed solely by our separate Software Terms of Service, available at https://thallus.ai/termsofservice (the "Software Terms of Service"), and not by these Terms of Use.

Please read the Terms of Use carefully before you start to use the Website or the Services.

By using the Website or the Services, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://thallus.ai/privacy (the "Privacy Policy"), each of which is incorporated herein by reference. If you do not want to agree to these Terms of Use and the Privacy Policy, you must not access or use the Website or the Services. In some cases, if you (or your organization) enter into a separate written software-as-a-service or subscription agreement with Thallus (a "Subscription Agreement") and/or a data protection addendum or business associate agreement (collectively, a "DPA"), those additional terms may also apply as described in the Contract Hierarchy and Precedence section below.

This Website and the Services are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website or the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or the Services.

Contract Hierarchy and Precedence

If you (or your organization) enter into a separate Subscription Agreement with Thallus for paid access to the Thallus platform or related services, and/or a DPA (which may include business associate agreement terms), then:

• The Subscription Agreement (and any applicable DPA) will govern your and your organization's paid or enterprise use of the Thallus platform and any related paid services, including any service levels, support commitments, data processing terms, pricing, and other commercial or enterprise terms.
• These Terms of Use will continue to govern your use of the public Website, any marketing pages, and any other non-paid or evaluation use of the Services that is not expressly governed by the Subscription Agreement or DPA.
• If there is any direct conflict between these Terms of Use and the express terms of a Subscription Agreement or DPA with respect to the paid Services covered by that Subscription Agreement or DPA, the terms of the Subscription Agreement and DPA will control for those paid Services, and these Terms of Use will be deemed modified solely to the extent necessary to give effect to such terms.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and the Services thereafter.

Your continued use of the Website or the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, the Services, and any service or material we provide on or through the Website or the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or the Services is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Website or Services or the entire Website or Services.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website and the Services.
• Ensuring that all persons who access the Website or the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources or Services it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and the Services that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website or within the Services, is governed by our privacy policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, API key, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you (or, if you are using the Services on behalf of an organization, to that organization) and agree not to provide any other person with access to this Website or the Services or portions of it using your username, password, API key, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username, password, API key, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer or network so that others are not able to view or record your password or other personal or account information.

We have the right to disable any username, password, API key, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website, the Services, and their entire contents, features, and functionality (including but not limited to all information, software, models, agent frameworks, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website and the Services for your internal business purposes (or, if you are an individual consumer, for your personal, non-commercial use) only, in each case in accordance with these Terms of Use and any applicable order forms or subscription terms between you (or your organization) and Thallus. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or made available via the Services, except as follows:

• Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials through the Website or the Services.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print, download, or export one copy of a reasonable number of pages of the Website or reports, logs, and AI-generated outputs from the Services for your own internal business purposes (or your personal, non-commercial use, as applicable) and not for further reproduction, publication, or distribution of the underlying Thallus platform or models.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own internal business purposes (or your personal, non-commercial use, as applicable), provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any external commercial purposes any part of the Website or Services or any services or materials available through the Website or Services, including any attempt to resell, license, sublicense, or otherwise provide the Website or Services to any third party, except as expressly permitted in a separate written agreement between you (or your organization) and Thallus.

If you wish to make any use of material on the Website or through the Services other than that set out in this section, please address your request to: legal@thallus.ai.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website or Services in breach of the Terms of Use, your right to use the Website and the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or Services or any content on the Website or Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website or Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms Thallus and Thallus, LLC., the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website or in the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Website and the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website or the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export or re-export of data, software, or technology to and from the US or other countries, and any applicable sanctions laws).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website or Services, or which, as determined by us, may harm the Company or users of the Website or Services, or expose them to liability.

Additionally, you agree not to:

• Use the Website or Services in any manner that could disable, overburden, damage, or impair the site, the Services, or interfere with any other party's use of the Website or Services, including their ability to engage in real time activities through the Website or Services.
• Use any robot, spider, or other automatic device, process, or means to access the Website or Services for any purpose, including monitoring or copying any of the material on the Website or made available through the Services.
• Use any manual process to monitor or copy any of the material on the Website or made available through the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Website or the Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or Services, the server on which the Website or Services are stored or hosted, or any server, computer, or database connected to the Website or Services.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website or the Services.

Without limiting the foregoing, you must not (and must not permit any third party to) use the Services or any AI-generated outputs to:

• Build or train (or improve) any models or systems that compete with the Services or any underlying models made available through the Services, including by scraping, harvesting, or otherwise systematically exporting prompts, outputs, or logs, except as expressly permitted in a separate written agreement with Thallus.
• Make or automate decisions that create a risk of serious harm to persons or property (including medical diagnosis or treatment, emergency response, life-critical infrastructure control, weapons control, or safety-critical industrial control) without appropriate human review and safeguards that are commensurate with the nature of the risk.
• Engage in unlawful surveillance, stalking, harassment, discrimination, or other abusive or invasive conduct, including profiling individuals or groups in a manner that violates applicable law.
• Perform or attempt to perform security testing, red-teaming, penetration testing, or similar activities on the Website, the Services, or any underlying infrastructure or third-party provider except with our prior written authorization in a mutually executed penetration testing or security engagement agreement.
• Access or use any third-party services, APIs, or data sources via the Services in a manner that violates the applicable terms or policies of such third-party services or that exceeds any rights you have obtained from such third parties.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary, except to the extent otherwise provided in a separate written agreement between you (or your organization) and Thallus. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. For clarity, this paragraph does not govern Customer Data (as defined below) that you or your organization submit to the Services for processing via the Thallus platform, which is instead governed by the Data Ownership and License section of these Terms of Use and the DPA.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and for any Customer Data you or your organization submit to the Services, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions or Customer Data posted or provided by you or any other user of the Website or Services.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution or use of the Services that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution or use of the Services violates the Terms of Use, including the Content Standards and Prohibited Uses, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website, the Services, or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or Services.
• Terminate or suspend your access to all or part of the Website or Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website or using the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website or submitted through the Services and cannot ensure prompt removal of objectionable material after it has been posted or submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please contact us for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

You acknowledge that certain content and outputs made available through the Services (including natural language responses, summaries, recommendations, code, and other generated content) are produced automatically by machine learning models and other artificial intelligence systems based on patterns in data and instructions you or your organization provide. Such content may be inaccurate, incomplete, or misleading, may not have been independently verified by us, and may not reflect current circumstances or applicable law. You are solely responsible for reviewing, evaluating, and, where appropriate, verifying any AI-generated outputs and any automated workflows or actions triggered through the Services, and for determining whether and how to use or rely on them. AI-generated outputs and automated actions made available via the Services do not constitute legal, medical, financial, or other professional advice, and you should not rely on them as a substitute for advice from a qualified professional.

Changes to the Website

We may update the content on this Website or within the Services from time to time, but such content is not necessarily complete or up-to-date. Any of the material on the Website or in the Services may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website or in connection with your use of the Services is subject to our Privacy Policy. By using the Website or the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods or services, or for subscriptions to or use of the Services, carried out through the Website, or resulting from visits made by you, are governed by our Terms of Sale or other applicable order forms or subscription terms between you (or your organization) and Thallus, which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services, or features of the Website or the Services, including, without limitation, the DPA, service-specific documentation or policies, and any applicable order forms or subscription terms. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Website.
• Send emails or other communications with certain content, or links to certain content, on this Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website or the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links, as well as links or connections made available through integrations configured within your Thallus account. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of third-party sites, services, or resources (including in connection with any integrations you configure through the Services) is subject to the applicable terms and conditions and privacy policies of those third parties, and you are solely responsible for complying with those terms and conditions and policies. If you decide to access any of the third-party websites or services linked to or integrated with this Website or the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or services.

Geographic Restrictions

The owner of the Website and Services is based in the State of Colorado in the United States. We provide this Website and the Services for use only by persons located in the United States, unless otherwise expressly stated in a separate written agreement between you (or your organization) and Thallus. We make no claims that the Website, the Services, or any of their content is accessible or appropriate outside of the United States. Access to the Website or the Services may not be legal by certain persons or in certain countries. If you access the Website or the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, the Website, or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site and the Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, THE SERVICES (INCLUDING ANY AI-GENERATED CONTENT OR AUTOMATED WORKFLOWS), ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE, THE SERVICES (INCLUDING ANY AI-GENERATED CONTENT OR AUTOMATED WORKFLOWS), THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE, THE SERVICES, OR ANY AI-GENERATED CONTENT OR AUTOMATED ACTIONS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE, THE SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, THE SERVICES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS OR BE SUITABLE FOR ANY PARTICULAR USE CASE.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE WEBSITE, THE SERVICES, AND ANY AI-GENERATED CONTENT, WORKFLOWS, OR OUTPUTS.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS (INCLUDING CLOUD PROVIDERS AND THIRD-PARTY MODEL PROVIDERS), EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE OR THE SERVICES, ANY WEBSITES OR SERVICES LINKED TO THEM, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR SERVICES, OR ANY AI-GENERATED CONTENT, WORKFLOWS, OR AUTOMATED ACTIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, SECURITY OR PRIVACY BREACHES RESULTING FROM YOUR CONFIGURATIONS OR USE OF THIRD-PARTY INTEGRATIONS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers (including cloud and third-party model providers), and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) your violation of these Terms of Use, the DPA, or any other applicable terms or policies referenced herein, (b) your use of the Website or the Services, including, but not limited to, your User Contributions and Customer Data, any use of the Website's or Services' content, services, and products other than as expressly authorized in these Terms of Use, (c) your use of any information, AI-generated outputs, or automated workflows obtained from the Website or the Services, and (d) your use of any third-party services, APIs, or data sources in connection with the Services, including any violation of applicable third-party terms or policies.

For purposes of these Terms of Use, "Customer Data" means any data, documents, files, text, images, code, prompts, feedback, metadata, or other content that you or your organization submit, upload, transmit, or otherwise make available to or through the Services (including via integrations), but excluding (a) User Contributions posted to public or community areas of the Website, and (b) any software, models, algorithms, or other technology of Thallus or its licensors.

As between you (and your organization, if applicable) and Thallus, you retain all right, title, and interest in and to Customer Data, subject to the rights expressly granted to Thallus in these Terms of Use, the DPA, and any applicable order forms or subscription terms. You hereby grant to Thallus and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, reproduce, process, transmit, display, and otherwise use Customer Data during the term of your use of the Services solely as necessary to: (a) provide, operate, maintain, secure, support, and troubleshoot the Website and the Services (including integrations and audit logging); (b) prevent or address service, security, support, and technical issues; (c) comply with law, regulation, legal process, or enforceable governmental request; and (d) as otherwise expressly permitted in the DPA or in a separate written agreement between you (or your organization) and Thallus. Except to the extent expressly agreed in writing with you (or your organization), Thallus will not use Customer Data to train, retrain, or otherwise improve its or any third-party's generalized models in a way that would make your Customer Data or the insights derived from it available to other customers. Thallus may generate and use de-identified or aggregated data derived from Customer Data and from your use of the Services ("Aggregated Data") for lawful purposes, including to analyze, develop, and improve the Website and the Services, provided that such Aggregated Data does not identify you or any individual and is created and used in accordance with the DPA and applicable law (including, where applicable, HIPAA de-identification standards).

Your use of the Services is conditioned on your acceptance of and continued compliance with the DPA, which is incorporated into and forms part of these Terms of Use. The DPA contains terms regarding data protection, security, and, where applicable, business associate obligations under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, "HIPAA"). To the extent you or your organization are a "Covered Entity" or "Business Associate" (as those terms are defined under HIPAA) and you submit "Protected Health Information" ("PHI") to the Services, the DPA (including its business associate terms) will govern Thallus's use and disclosure of PHI in addition to these Terms of Use. If you do not accept the DPA, you must not submit PHI to the Services.

Regardless of whether HIPAA applies to your use of the Services, Thallus will implement and maintain administrative, physical, and technical safeguards designed to protect Customer Data that are no less protective than those required of a business associate under HIPAA with respect to PHI, including access controls, encryption in transit, and other safeguards described in the DPA.

You acknowledge and agree that Thallus may use third-party subcontractors, including cloud infrastructure providers and third-party model providers, to host, process, or transmit Customer Data as part of providing the Services ("Subprocessors"). Thallus will enter into written agreements with Subprocessors that impose data protection obligations on the Subprocessors that are at least as protective of Customer Data as the obligations imposed on Thallus under these Terms of Use and the DPA, including, where applicable, business associate agreement obligations under HIPAA. Where Thallus has committed to you that Customer Data will not be used to train generalized machine learning models, Thallus will require Subprocessors that process such Customer Data to agree to restrictions that are consistent with that commitment, to the extent such Subprocessors support such restrictions.

You are responsible for (a) determining whether and how to use the Services in a manner that is compliant with your legal and regulatory obligations (including HIPAA and other privacy or security requirements), (b) configuring the Services (including integrations, retention settings, and access controls) in a manner appropriate for the sensitivity of Customer Data and your intended use cases, and (c) providing any legally required notices to, and obtaining any legally required consents from, individuals whose personal data or PHI you process using the Services.

The Services may enable you to connect to, access, or use third-party applications, services, APIs, or data sources (collectively, "Third-Party Services"). You are solely responsible for (a) obtaining and maintaining all rights, licenses, and consents necessary for the Services to access and use any Third-Party Services and related data on your behalf; (b) ensuring that your use of Third-Party Services in connection with the Services complies with all applicable terms, conditions, and policies of the Third-Party Services; and (c) any acts or omissions of Third-Party Services and for any loss, damage, or liability arising from or relating to your use of Third-Party Services. Thallus does not control and is not responsible for any Third-Party Services, and your use of Third-Party Services is solely at your own risk.

Governing Law and Jurisdiction

All matters relating to the Website, the Services, and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use, the Website, or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in the City of Denver and County of Denver, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website or the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE, OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy, the DPA, Terms of Sale (if any), and any applicable order forms or subscription terms constitute the sole and entire agreement between you and Thallus, LLC. regarding the Website and the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and the Services.

Your Comments and Concerns

This Website and the Services are operated by Thallus, LLC., a Colorado company with its principal place of business in Denver, Colorado.

All other feedback, comments, requests for technical support, and other communications relating to the Website or the Services should be directed to: support@thallus.ai.