Terms of Service
THREDDER Terms and Conditions
1. AGREEMENT TO TERMS
Last updated: 28th March, 2025
These Terms and Conditions, together with the Service
Agreement, constitute a legally binding agreement made between the Client
identified in the Service Agreement and Thredder.ai Inc.
("Thredder"), concerning Client’s access to and use of the
(the "Site"). Client agrees that by accessing the
Site, Client has read, understood, and agreed to be bound by all of these Terms
and Conditions. Thredder reserves the right, in its sole discretion, to make
changes or modifications to these Terms and Conditions at any time and for any
reason. Thredder will post the updated Terms and Conditions on the Site.
Client will be subject to, and deemed to be aware of and to have accepted, any
revised Terms and Conditions if Client continues to use the Site after the date
such revised Terms and Conditions are posted.
2. CLIENT ACCESS AND CLIENT DATA
Thredder hereby grants Client a non-exclusive,
non-transferable right to access the Site and use the Services during the term,
solely for use by Client’s authorized users in accordance with these Terms and
Conditions. Such use is limited to Client's internal business use. Thredder
shall provide to Client the necessary passwords and network links or
connections to allow Client to access the Site. For security purposes, the
total number of authorized users will not exceed five, except as expressly
agreed to in writing by the Parties.
Thredder acknowledges that, as between Thredder and Client, Client owns all
right, title, and interest, including all intellectual property rights, in and
to Client’s data uploaded to the Site. Client hereby grants to Thredder a
non-exclusive, royalty-free, worldwide license to reproduce, distribute, and
use and display the Client data solely to the extent necessary for Thredder to
provide the Services to Client. Notwithstanding the foregoing, all knowledge
that Thredder’s artificial intelligence model creates or adapts from learning
about Client’s business and the Services provided to Client shall be the
property of Thredder.
3. THREDDER’S INTELLECTUAL PROPERTY RIGHTS
Client acknowledges that, as between Client and Thredder, Thredder
owns all right, title, and interest, including all intellectual property
rights, in and to Thredder’s intellectual property, which includes all source
code, databases, functionality, software, website designs, audio, video, text,
photographs and graphics on the Site (collectively, the "Content")
and the trademarks, service marks and logos on the Site (the
"Marks"), all of which are protected by copyright and trademark laws
and various other intellectual property rights and unfair competition laws of
the United States, international copyright laws and international conventions.
Client shall not use the Services or Site for any purposes beyond the scope of
the access granted in these Terms and Conditions. Client shall not at any time,
directly or indirectly, and shall not permit its authorized users to: (i) copy,
modify, or create derivative works of the Services or Site, in whole or in
part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute,
publish, transfer, or otherwise make available the Services or Site; (iii)
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt
to derive or gain access to any software component of the Services, in whole or
in part; or (iv) remove any proprietary notices from the Services or Site.
4. CLIENT REPRESENTATIONS
By using the Site, Client represents and warrants that:
(1) all registration information Client submits will be
true, accurate, current and complete;
(2) Client will maintain the accuracy of such information
and promptly update such registration information as necessary;
(3) Client will comply with these Terms and Conditions;
(4) Client will not access the Site through automated or
non-human means, whether through a bot, script or otherwise;
(5) Client will not use the Site for any illegal or
unauthorized purpose; and
(6) Client’s use of the Site will not violate any applicable
law or regulation.
(7) Client has obtained from its prospective customers the
consent required by the TCPA or other applicable law to allow Thredder to
contact those prospective customers on Client’s behalf.
If Client provides any information that is untrue,
inaccurate, not current or incomplete, Thredder has the right to suspend or
terminate Client’s account and prohibit Client from any and all current or
future use of the Site.
5. CLIENT REGISTRATION
Client must register with the Site in order to use it.
Client is responsible to maintain the security of its password for access to
the Site and will be responsible for all use of Client’s account and password. Thredder
reserves the right to remove, reclaim or change a username Client selects if Thredder
determines, in its sole discretion, that such username is inappropriate,
obscene or otherwise objectionable.
6. CONFIDENTIALITY
From time to time during the Term, either Client or Thredder
(as the "Disclosing Party") may disclose or make available to the
other (as the "Receiving Party") information about its business
affairs and services, confidential information and materials comprising or
relating to intellectual property, trade secrets, third-party confidential
information, and other sensitive or proprietary information, as well as the
terms of this Agreement, whether orally or in written, electronic or other form
or media, and, whether or not marked, designated or otherwise identified as
"confidential" (collectively, "Confidential Information").
Confidential Information does not include information that at the time of
disclosure: (a) is or becomes generally available to and known by the public
other than as a result of, directly or indirectly, any breach of this Section 6
by the Receiving Party or any of its representatives; (b) is or becomes
available to the Receiving Party on a non-confidential basis from a third-party
source, provided that such third party is not and was not prohibited from
disclosing such Confidential Information; (c) was known by or in the possession
of the Receiving Party or its representatives prior to being disclosed by or on
behalf of the Disclosing Party; (d) was or is independently developed by the
Receiving Party without reference to or use of, in whole or in part, any of the
Disclosing Party's Confidential Information; or (e) is required to be disclosed
pursuant to applicable law. The Receiving Party shall, for three years from
receipt of such Confidential Information: (x) protect and safeguard the
confidentiality of the Disclosing Party's Confidential Information with at
least the same degree of care as the Receiving Party would protect its own
Confidential Information, but in no event with less than a commercially
reasonable degree of care; (y) not use the Disclosing Party's Confidential
Information, or permit it to be accessed or used, for any purpose other than to
exercise its rights or perform its obligations under this Agreement; and (z)
not disclose any such Confidential Information to any person, except to the
Receiving Party's representatives who need to know the Confidential Information
to assist the Receiving Party, or act on its behalf, to exercise its rights or
perform its obligations under this Agreement. The Receiving Party shall be
responsible for any breach of this Section 6 caused by any of its
representatives. If the Parties have signed a separate nondisclosure agreement,
that document shall supersede this Section 6 with respect to the treatment of
Confidential Information.
7. CANCELLATION
In the event Services are terminated by either Party, Client
shall pay for all appointments scheduled through the Services through the
effective date of termination.
8. PROHIBITED ACTIVITIES
Client may not access or use the Site for any purpose other
than that for which Thredder makes the Site available. As a user of the Site,
Client agrees not to:
Use any information obtained from the Site in order to
harass, abuse or harm another person.
Use the Site in a manner inconsistent with any applicable
laws or regulations.
Upload or transmit (or attempt to upload or to transmit)
viruses, Trojan horses or other material that interferes with use and enjoyment
of the Site or modifies, impairs, disrupts, alters or interferes with the use,
features, functions, operation or maintenance of the Site.
Engage in any automated use of the system, such as using
scripts to send comments or messages, or using any data mining, robots or
similar data gathering and extraction tools.
Attempt to impersonate another user or person or use the
username of another user.
Interfere with, disrupt or create an undue burden on the
Site or the networks or services connected to the Site.
Harass, annoy, intimidate or threaten any of our employees
or agents engaged in providing any portion of the Site to Client.
Attempt to bypass any measures of the Site designed to
prevent or restrict access to the Site or any portion of the Site.
Copy or adapt the Site's software, including Flash, PHP,
HTML, JavaScript or other code.
Except as permitted by applicable law, decipher, decompile,
disassemble or reverse engineer any of the software comprising or in any way
making up a part of the Site.Except as may be the result of standard search
engine or Internet browser usage, use, launch, develop or distribute any
automated system, including any spider, robot, cheat utility, scraper or
offline reader that accesses the Site, or using or launching any unauthorized
script or other software.
Use the Site as part of any effort to compete with Thredder.
9. WARRANTIES AND WARRANTY DISCLAIMER
Thredder warrants that the Services (i) will be provided in
compliance with all applicable laws; and (ii) do not contain any virus or other
malicious code.
EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS
IS" AND THREDDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE. THREDDER SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR
TRADE PRACTICE.
10. SUBMISSIONS
Client acknowledges and agrees that any questions, comments,
suggestions, ideas, feedback or other information regarding the Site
("Submissions") provided by Client to Thredder are non- confidential
and shall become Thredder’s sole property. Thredder shall own exclusive rights,
including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to Client. Client
hereby waives all rights to any Submissions, and Client hereby warrants that
any such Submissions are original to Client or that Client has the right to
submit such Submissions. Client hereby waives any recourse against Thredder for
any use of Client’s Submissions.
11. PRIVACY POLICY
Thredder cares about data privacy and security. Please
review Thredder’s Privacy Policy:
https://Thredder.com/privacypolicy.
By using the Site, Client agrees to be bound by Thredder’s
Privacy Policy, which is incorporated into these Terms and Conditions. Please
be advised the Site is hosted in the United States. If Client accesses the Site
from any other region of the world with laws or other requirements governing
personal data collection, use or disclosure that differ from applicable laws in
the United States, then through Client’s continued use of the Site, Client is
transferring Client’s data to the United States, and Client agree to have
Client’s data transferred to and processed in the United States.
12. TERMINATION BY THREDDER
WITHOUT LIMITING THE TERMINATION RIGHTS OF THE PARTIES UNDER
THE AGREEMENT OR ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, THREDDER
RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,
DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES),
TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY
REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR
OF ANY APPLICABLE LAW OR REGULATION. THREDDER MAY TERMINATE CLIENT’S USE OR
PARTICIPATION IN THE SITE OR DELETE CLIENT’S ACCOUNT AND ANY CONTENT OR
INFORMATION THAT CLIENT POSTED AT ANY TIME, WITHOUT WARNING, IN THREDDER’S SOLE
DISCRETION.
If Thredder terminates or suspends Client’s account for any
reason, Client is prohibited from registering and creating a new account under
Client’s name, a fake or borrowed name, or the name of any third party, even if
Client may be acting on behalf of the third party. In addition to terminating
or suspending Client’s account, Thredder reserves the right to take appropriate
legal action, including pursuing civil, criminal and injunctive redress.
13. MODIFICATIONS AND INTERRUPTIONS
Thredder reserves the right to change, modify or remove the
contents of the Site at any time or for any reason in its sole discretion
without notice. Thredder has no obligation to update any information on the
Site. Thredder also reserves the right to modify or discontinue all or part of
the Site without notice at any time. Thredder will not be liable to Client or
any third party for any modification, price change, suspension or
discontinuance of the Site.Thredder cannot guarantee the Site will be available
at all times. Thredder may experience hardware, software or other problems or
need to perform maintenance related to the Site, resulting in interruptions,
delays or errors. Thredder reserves the right to change, revise, update,
suspend, discontinue or otherwise modify the Site at any time or for any reason
without notice to Client. Client agrees that Thredder has no liability
whatsoever for any loss, damage or inconvenience caused by Client’s inability
to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms and Conditions will be construed to obligate Thredder to
maintain and support the Site or to supply any corrections, updates or releases
in connection therewith.
14. GOVERNING LAW
These Terms and Conditions and Client’s use of the Site are
governed by and construed in accordance with the laws of the State of California
applicable to agreements made and to be entirely performed within the State of
California, without regard to its conflict of law principles.
The Parties expressly disclaim the application of the United Nations Convention
on the Sale of Goods.
15. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Terms and Conditions (each a
"Dispute" and collectively, the "Disputes") brought by
either Client or Thredder, the Parties agree to first attempt to negotiate any
Dispute (except those Disputes expressly provided below) informally for at
least thirty (30) days before initiating arbitration. Such informal
negotiations commence upon written notice from one Party to the other Party.
Binding ArbitrationAny Dispute arising out of or relating to
the Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The place
of arbitration shall be San Francisco, California. Each Party will, upon
written request of the other Party, promptly provide the other with copies of all
relevant documents. There shall be no other discovery allowed. The arbitrator
shall award to the prevailing Party, if any, as determined by the arbitrator,
all of their costs and fees. "Costs and fees" mean all reasonable
pre-award expenses of the arbitration, including the arbitrators' fees,
administrative fees, travel expenses, out-of-pocket expenses such as copying
and telephone, court costs, witness fees, and attorney fees.
In no event shall any Dispute brought by either Party
related in any way to the Site be commenced more than one (1) year after the
cause of action arose.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not
subject to the above provisions concerning informal negotiations and binding
arbitration: (a) any Disputes seeking to enforce or protect, or concerning the
validity of, any of the intellectual property rights of a Party; (b) any
Dispute related to or arising from, allegations of theft, piracy, invasion of
privacy or unauthorized use; and (c) any claim for injunctive relief. If this
provision is found to be illegal or unenforceable, then neither Party will
elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a
court of competent jurisdiction sitting in San Francisco County, California,
and the Parties agree to submit to the personal jurisdiction of that court.
16. CORRECTIONS
There may be information on the Site that contains
typographical errors, inaccuracies or omissions, including descriptions,
pricing, availability and various other information. Thredder reserves the
right to correct any errors, inaccuracies or omissions and to change or update
the information on the Site at any time without prior notice.
17. LIMITATIONS OF LIABILITY
IN NO EVENT WILL THREDDER OR ITS DIRECTORS, EMPLOYEES AND
AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING
LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM CLIENT’S
USE OF THE SITE, EVEN IF THREDDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THREDDER’S
LIABILITY TO CLIENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY CLIENT TO THREDDER
DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN
US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO CLIENT, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT
APPLY TO CLIENT, AND CLIENT MAY HAVE ADDITIONAL RIGHTS.
18. INDEMNIFICATION
Thredder shall indemnify, defend and hold harmless Client
from and against any and all losses, damages, liabilities, costs (including
reasonable attorney fees) incurred by Client resulting from any third-party
claim, suit, action or proceeding that Thredder’s intellectual property, or any
use of the Services in accordance with these Terms and Conditions, infringes or
misappropriates such third party's intellectual property rights, provided that
Client promptly notifies Thredder in writing of the claim, cooperates with Thredder
at Thredder's expense, and allows Thredder’s sole authority to control the
defense and settlement of such claim.
Client shall indemnify, defend and hold harmless Thredder
from and against any and all losses, damages, liabilities, costs (including
reasonable attorney fees) incurred by Client resulting from any third-party
claim, suit, action or proceeding that is due to or arising out of: (1) Client’s use of the Site; (2) Client’s breach of
these Terms and Conditions, including breach of Client’s representations and
warranties set forth in these Terms and Conditions; or (3) Client’s violation
of the rights of a third party, including their rights to the privacy of their
personal information. Notwithstanding the foregoing, Thredder reserves the
right, at Client’s expense, to assume the exclusive defense and control of any
matter for which Client is required to indemnify Thredder, and Client agree to
cooperate, at Client’s expense, with Thredder’s defense of such claims. Thredder
will use reasonable efforts to notify Client of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of it.
19. DATA SECURITY/RESTRICTIONS ON USE
Thredder will employ reasonable administrative, technical,
and physical safeguards to ensure the confidentiality, integrity and
availability of Client data, and to prevent unauthorized or inappropriate
access, use, or disclosure of Client data. Thredder represents and warrants
that it is GDPR, SOC 2 and Australian Privacy Act compliant. Thredder will use
Client data solely for the purpose of delivering the Services to Client.
Unless instructed by Client, Thredder will not share, sell, transfer or
otherwise make Client data available to any third party except as required by
law.
20. DATA BACKUPS
Thredder will maintain certain data that Client transmits to
the Site for the purpose of managing the performance of the Site, as well as
data relating to Client’s use of the Site. Although Thredder performs regular
routine backups of data, Client is solely responsible for all data that Client
transmits or that relates to any activity Client has undertaken using the Site.
Client agrees that Thredder shall have no liability to Client for any loss or
corruption of any Client data, and Client hereby waives any right of action
against Thredder arising from any such loss or corruption of such data. Client
may download Client’s data from the Site at any time.
21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending Thredder emails, and completing
online forms constitute electronic communications. Client consents to receive
electronic communications, and Client agrees that all agreements, notices,
disclosures and other communications Thredder provides to Client
electronically, via email and on the Site, satisfy any legal requirement that
such communication be in writing. CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY THREDDER
OR VIA THE SITE. Client hereby waives any rights or requirements under any
statutes, regulations, rules, ordinances or other laws in any jurisdiction that
require an original signature or delivery or retention of non-electronic
records, or to payments or the granting of credits by any means other than
electronic means.
22. FORCE MAJEURE
Neither Party shall be held responsible for any delay or
failure in performing the Agreement to the extent the delay or failure is
caused by circumstances beyond its control (a “Force Majeure”), including fire,
flood, explosion, war, strike, embargo, government order, act of God,
disruption of internet communications or other similar causes. If any Force
Majeure occurs, the Party delayed or unable to perform shall give prompt notice
to the other Party and shall be excused from performance for the duration of
the Force Majeure. Thredder and Client shall take all reasonable steps and cooperate to avoid or remove the cause of Force Majeure, and shall promptly resume performance when possible.
23. MISCELLANEOUS
The Agreement, together with these Terms and Conditions and
any policies or operating rules posted by Thredder on the Site or in respect to
the Site constitutes the entire agreement and understanding between Client and Thredder.
A Party’s failure to exercise or enforce any right or provision of these Terms
and Conditions shall not operate as a waiver of such right or provision. These
Terms and Conditions operate to the fullest extent permissible by law. If any
provision or part of a provision of these Terms and Conditions is determined to
be unlawful, void or unenforceable, that provision or part of the provision is
deemed severable from these Terms and Conditions and does not affect the
validity and enforceability of any remaining provisions. There is no joint
venture, partnership, employment or agency relationship created between Client
and Thredder as a result of these Terms and Conditions or use of the Site.
Thredder may assign any or all of its rights and obligations to others at any
time.
24. CONTACT THREDDER
In order to resolve a complaint regarding the Site or to
receive further information regarding use of the Site, please contact Thredder
at:
Thredder Inc.
xxxxxxx
xxxx, XX 11122
p: +1 xxx-xxx-xxxx
+1 xxx-xxx-xxxx
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