Terms of Service

tia SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (“Agreement”) is made and is effective upon the date of your acceptance of these terms (the “Effective Date”), by and between Thought Industries, Inc., a company incorporated under the laws of Massachusetts (USA) with its principal place of business at 6 Liberty Square, #6099, Boston, MA 02109 (“TI”), and you, the customer as identified in the applicable Order Form (“Customer”). The terms of this Agreement shall govern your use of and access to tia.

WHEREAS TI is the owner and licensor of “tia” (the “Service” herein) a proprietary Software as a Service-based digital platform, with processing provided by third-party artificial intelligence technology, for enabling certain queries from licensed users to analyze and categorize their own proprietary content (“Content”). tia is designed to assist the Customer in better understanding, analyzing, processing and displaying their Content to authorized users. tia is designed to work with the Customer’s existing Learning Management System (“LMS”) and the Customer’s existing Content, documentation and other materials made available by the Customer.

WHEREAS the Customer desires to receive a non-exclusive right to access and use the Service and TI is willing to grant Customer such rights under the terms and conditions set for the herein.

NOW, THEREFORE, the parties hereby agree as follows:

1. Software as a Service. Subject to the terms and conditions of this Agreement, including Customer's payment of the Fees set forth herein, TI hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, and limited license throughout the applicable subscription period determined in the Order Form, to access and use the Service, as defined herein. Such use and access shall be licensed only as permitted herein, and strictly limited to the tia features, functionalities and subscription time period set forth in the applicable Order Form.
2. SPECIAL LICENSE TERMS. Your use of and access to tia is expressly subject to the terms and conditions set forth in the tia Acceptable Use Policy, found here: Acceptable Use Policy; and further governed by the tia Data Processing Agreement or DPA found here: Data Processing Agreement. tia’S THIRD-PARTY ARTIFICIAL INTELLIGENCE PROVIDER’S LICENSED TECHNOLOGY INTEGRATED WITH THE tia SERVICE SHALL BE PROVIDED SUBJECT TO THE TERMS AND CONDITIONS, INCORPORATED HEREIN BY REFERENCE, FOUND AT (https://openai.com/enterprise-privacy/) (https://openai.com/policies/business-terms/). CUSTOMER ACCEPTS AND ACKNOWLEDGES THESE TERMS AND CONDITIONS REGARDING THE USE OF THE SERVICE AND ITS INTEGRATED THIRD-PARTY PROVIDERS.
3. Intellectual Property Rights & Restrictions of Use. All Intellectual Property Rights in the Service including any and all derivatives, changes and improvements (including updates thereof) thereof and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer or any other party relating to the Service, lie exclusively with TI. Customer shall (i) not attempt to infiltrate or hack the Service, or any part thereof or reverse engineer, de-compile, disassemble, or otherwise reduce to human-perceivable form the Service's source code; (ii) not represent that it possess any proprietary interest in the Service; (iii) not directly or indirectly, take any action to contest TI's Intellectual Property Rights or infringe them in any way; (iv) except as specifically permitted by TI in writing, not use the name, trademarks, trade-names, and logos of TI; (vi) except as expressly provided for in the Order Form, not use the Service to provide third parties with managed services or any other services (including without limitation not to use the Service to provide any services or features competing with TI and/or the Service whether or not in return for remuneration of any kind); (vii) not make copies of any TI documentation for any third party. Nothing in this Agreement shall constitute a waiver of TI’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such. “Intellectual Property Rights” for the tia Service (excluding the Intellectual Property Rights of third-party providers licensed to TI, which are and shall remain the property of such third-party providers, properly licensed to TI) means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, and patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with translations, adaptations, derivations, and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyright ability, copyrightable works, copyrights (including moral rights) and applications, registrations, and renewals in connection therewith; (iv) trade secrets and Confidential Information; and (vi) all rights associated with the foregoing and all other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.
4. Customer and User Queries and Prompts. By posting your queries and prompts to any part of the tia Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, archive, store, cache, reformat, translate, excerpt (in whole or in part), and distribute such queries and prompts solely to provide the tia Service to you as set forth in this Agreement, and for no other purpose. Your queries and prompts shall not be used by TI or any third-party provider to train any artificial intelligence algorithms or any other machine learning models; and will only be used for providing and improving your instance of the tia Service. TI does not assert any rights, Intellectual Property Rights or ownership over your queries and prompts; and TI does not assert any rights, Intellectual Property Rights or ownership over any responses or results provided to you through the Service. You retain full ownership of all of your queries, prompts, responses and results, and all associated intellectual property rights or other proprietary rights associated with the foregoing. TI shall not be liable for any statements or representations in queries and prompts provided by you in the Service; and TI shall not be liable for any responses or results generated by the Service.
5. Data Protection. Customer may provide TI with certain information regarding its authorized users of the Service, such as name, email, location, employer, IP address (collectively “User Information” herein) for the sole purpose of providing the tia Service; all of which may be subject to data protection and privacy rules, laws and regulations in multiple jurisdictions. TI’s processing of all such User Information shall be governed by the tia DPA, found here: Data Processing Agreement. To the extent TI will process personal data as defined under applicable privacy laws, TI shall only do so strictly in accordance with the documented instructions received by Customer, as governed by the applicable terms in the tia DPA.  

4. Fees and Payments

4.1. Service Fees. Customer shall pay TI the service fees for the use of the Service in accordance with the Customer’s applicable Order Form (as set forth in Exhibit A) (the “Fees” herein).

4.2. Payment Terms. Unless otherwise set forth the applicable Order Form, all payments shall be made in U.S. dollars. TI will be issuing an invoice for the Fees and the Fees are due and payable as set forth in the applicable Order Form. Amounts that are not paid in accordance with the terms stated in this Agreement and applicable Order Form, will be subject to a late charge of 1.5% per month or the maximum lawful rate, until paid in full. Fees will be paid in net amounts and accordingly, any bank charges of the Customer shall be added to each and every payment of the Fees. In the event Customer has failed to pay a past due balance 60 days or more from the original invoice date, TI shall be entitled to cease providing the services, and terminate this Agreement immediately upon written notice to Customer, in addition to any other remedy available to TI.

4.3. Taxes. Customer is solely responsible for payment of any taxes, including, without limitation, sales or use taxes, Value Added Taxes, employee-related taxes, intangible taxes, and property taxes (excluding taxes related to TI’s income) resulting from any payments made under this Agreement. To the extent that TI shall be required to pay any such taxes then such taxes shall be billed to and paid by Customer. If any such taxes are required to be withheld, Customer shall pay an amount to TI such that the net amount payable to TI after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

5. TI Warranties. TI represents and warrants that (i) during the subscription period and subject to the remaining provisions of this section, TI shall provide system availability of 99.5% (on a 24 hour/day basis, excluding TI holidays and schedule maintenance of the Service). TI’s sole liability and Customer’s exclusive remedy for any breach of this warranty shall be to use reasonable commercial efforts to remedy any failure of the Service to materially conform to this warranty, provided that (i) Customer is not otherwise in breach of this Agreement, and (ii) Customer has reported in writing to TI the claimed failure promptly upon discovery. Customer acknowledges that the Service may be installed on a third-party cloud hosting facility, and that notwithstanding anything in this Agreement, TI shall not be responsible for any interruption which is caused by such third-party hosting facility and will make commercially reasonable efforts to support and remedy such interruption.

6.        Disclaimers

6.1. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, TI PROVIDES THE USAGE OF THE SERVICE TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TI DOES NOT WARRANT THAT THE SERVICE OR ANY INFORMATION OR SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

6.2. THE SERVICE OR ANY SERVICES RELATED THERETO MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND NOT UNDER TI'S CONTROL, AND TI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

6.3. TI has no direct access to queries performed by Customer, and cannot control such queries, nor can TI have direct access to the response(s) to such queries and anything retained therein. TI does not provide any warranty in respect of the response to queries, and in particular and without derogating from the above, does not warrant that the Service will return all possible answers to queries and prompts. TI does not guarantee and is not responsible for the accuracy, completeness, or timelines of any Content provided in the Service, and such Content may be further affected by the accuracy of the information and materials provided by the Customer.

7.        Indemnification

7.1. By TI. TI shall defend, indemnify, and hold harmless Customer from and against any claims, losses, costs, damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) to the extent resulting from third-party claims, actions, suits or proceedings of any kind brought by a third party alleging that the Service infringes intellectual property rights of such third party. As a condition to the defense set forth above, Customer shall (i) give TI prompt notice of any such claim made against it, (ii) grant TI sole control of the defense and settlement of any such claim; and (iii) provide TI with all reasonable information and assistance, at TI’s expense. TI’s indemnification obligations shall not extend or apply to any such claims arising from Customer Content, Customer queries and prompts submitted to the Service, responses and outputs generated by the Service, and any information, data, output, responses or the like provided by third-party artificial intelligence providers integrated within the Service.

7.2. By Customer. Customer shall defend, indemnify and hold harmless TI and its affiliates from and against any and all Losses to the extend resulting from any claims, actions, suits or proceedings brought by a third party (i) alleging that Customer's use of the Service or information collected and processed using Service violates any applicable law; (ii) connected to or arising from the Customer’s Content, prompts and queries within the Service. TI shall give Customer prompt notice of any such claim made against it, and grant Customer sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof.

8. Limitation of Liability. IN NO EVENT SHALL TI'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO TI UNDER THIS AGREEMENT IN THE 12 MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. IN NO EVENT WILL TI BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENtiaL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

9.1. Confidential Information. Either party may from time to time during the Term of this Agreement disclose (the “Disclosing Party”) to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, pricing information, employee, and other confidential or proprietary information, including without limitation any information TI marks as confidential (“Confidential Information”). Regardless of whether so marked or identified, any information that may be reasonably understood, under the circumstances to be considered confidential or proprietary or a trade secret, including but not limited to the terms and conditions of this Agreement, will be considered Confidential Information of the Disclosing Party.

9.2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who need to know such Confidential Information for the purpose of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. This Agreement does not transfer ownership of Confidential Information or grant a license thereto.

9.3. Exceptions. The Receiving Party’s obligations under this Section shall not apply to if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and reasonably cooperates with the Disclosing Party, at the Disclosing Party’s sole cost and expense, in any lawful action to contest or limit the scope of such required disclosure. For clarity, Customer’s prompts and queries submitted to the tia Service and any responses or outputs generated by the tia Service shall not be Confidential Information.

9.4. Publicity.  OnIy upon written agreement of the parties shall either party’s name and logo be used or presented on any website or any promotional and marketing activities.

10. Term and Termination. This Agreement shall be in force and effect as of the date hereof through subscription period as set forth in the applicable Order Form. Either Party may terminate this Agreement by thirty (30) days prior written notice to the other party. If such termination notice has not been provided, then the Agreement shall continue throughout the subscription period. Either party may terminate this Agreement by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days, after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Customer will immediately cease use of the Service and both parties shall promptly return any and all of the other party’s Confidential Information that it may then have in its possession. No refunds will be made in case of termination by the Customer prior to termination of the Subscription Period.

11. General Terms

11.1. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to its conflict of laws rules. The competent state and federal courts in Massachusetts shall have the exclusive jurisdiction over any dispute arising under this Agreement.

11.2. Assignment. This Agreement and any rights under this Agreement may not be assigned by Customer; provided, however, Customer may assign this Agreement to any entity under common control with Customer. Customer may freely assign this Agreement in case of a sale of all or substantially all of its assets of shares to a third party, provided that a prior written notice is being delivered to TI with respect to such assignment. TI may freely assign this Agreement without the prior written consent of the Customer Any such purported assignment in violation of this section shall be null and void.

11.3. Severability. If any provision of this Agreement will be held to be invalid, that provision shall be replaced with a valid provision implementing the intent of the parties at the time of the signing of this Agreement.

11.4. Force Majeure. Except for Customer’s obligation to pay amounts due under this Agreement, neither party hereto shall be liable for any loss, damage, or penalty resulting from such party's failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, including, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes. It is hereby clarified that force majeure shall not relieve a Customer from its payment obligations hereunder.

11.5. Entire Agreement. This Agreement (and exhibits attached thereto) constitutes the entire agreement between TI and Customer and supersedes any previous agreements or representations, either oral or written. Customer acknowledges that it has not relied upon any representations or warranties other than those expressly contained in this Agreement. This Agreement may be amended, terminated, or altered only by an instrument in writing signed by individuals of appropriate authority of both parties.

11.6. Order Forms. Each Order Form (if any) will be executed by the parties and shall incorporate all the terms and conditions of this Agreement. The terms of this Agreement shall supersede any conflicting or additional terms set forth in any applicable Order Form.

11.8. Notices. Any notice or report required or permitted by this Agreement shall be deemed given if (i) delivered personally to an officer of the other party, (ii) sent by either party to the other by first class mail, postage prepaid, addressed to the other party at the address given below or such other address as to which such party shall give notice hereunder, or (iii) sent by email to the email address provided by either party or such other email address as to which such party shall give notice hereunder. Notice given by mail shall be deemed given five business days after deposit with postal authorities. Notice given by email shall be deemed given one business day after sending.

Exhibit A

tia ORDER FORM

Definitions

Knowledge Source: A knowledge source is a collection of URLs from which Tia ingests and indexes content, such as support documentation, help articles, uploaded PDF, or academy courses.

Message Credit: We charge 1 message credit for each message sent by an end-user using the standard AI model. For the more advanced AI models, we charge 2 message credits per message.