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Terms of Service

 

PLEASE CAREFULLY READ THESE TERMS OF SERVICE (the “Terms”), THE TERMS OF THE THREAD MAGIC, INC. ("THREAD"), FKA CHATGENIE, LLC ("CHATGENIE"), PRIVACY POLICY https://www.getthread.com/privacy-policy, AND THE TERMS ON THE APPLICABLE THREAD OR CHATGENIE ORDER FORM, AS TOGETHER SUCH ARE THE “AGREEMENT” BETWEEN THREAD MAGIC, INC. AND THE CUSTOMER DOCUMENTED ON THE THREAD ORDER FORM (“Customer”) (each a “Party, together the “Parties”). CUSTOMER’S ACCESS TO, AND LICENSED USE OF, THE THREAD PROPRIETARY TECHNOLOGY PLATFORM ARE SUBJECT TO THE TERMS OF THE AGREEMENT. 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

Thread’s proprietary technology platform and solutions are the “Services” which are hereby licensed to Customer under the terms of this Agreement and for the sole purpose of configuring key internal and end customer communication and service collaboration workflows in the Customer’s team messaging platform (e.g. Slack, Microsoft Teams, Thread Messenger, and any platform or channel supported by the Services), the end user's team messaging platform, or any combination thereof. Subject to the terms and conditions of the Agreement, including all payment obligations, (i) Customer may access the Services solely for Customer’s internal business operations during the period of time and up to the number of Users documented on the applicable Thread or Chatgenie Order Form (“Order Form”) and (ii) Customer may only use any and all output generated by the Services for its internal business operations. For clarity, “Users” means the named individuals or the Customer’s employees or consultants, in each case, authorized or assigned by Customer to use or access the Services as provided for herein. Customer is liable for any misuse of the Services and/or breach of this Agreement by its Users. Customer may transfer the rights to a new User, so long as the prior User discontinues all use of the Services and said transfer does not exceed the maximum number of Users authorized. Other limitations, if any, will be documented on the applicable Order Form. Customer shall not (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Service 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 to, or otherwise attempt to, gain unauthorized access to the Services or its related systems or networks. Except for the limited rights and licenses expressly granted hereunder, no other right, license or option is granted and no other use is permitted.

 

2.    Ownership

  1. As between the Parties, Thread owns and retains all rights, title and interests in and to the Services, including any output generated by any AI Components (as defined below) forming part of the Services. No work for hire shall be performed hereunder.
  2. Customer acknowledges that as a part of the Services, Thread collects and aggregates information concerning user behavior, sales and training activity and other interactive information. Customer agrees that both during and after the term of this Agreement, Thread may retain and use all such aggregated or anonymous data to improve Thread’s products and services. The Thread Privacy Policy governs the treatment of anonymous data, including additional rights afforded to European Union residents.
  3. As between the Parties, Customer owns and retains all rights, title and interest in and to any and all data and content submitted or uploaded by Customer to the Services, except as set forth in sub-clause (b) of this Section 2. Thread does not control, verify or endorse the data or content submitted or uploaded by Customer to the Services. Customer hereby grants to Thread and its Affiliates, during the term of this Agreement, a non-exclusive right to transmit, process, use and disclose data and content submitted or uploaded by Customer to the Services (i) as necessary for Thread to provide the Services, (ii) as otherwise permitted by this Agreement or (iii) as otherwise required by law, regulation or order.

3.    Third-Party Software

  1. Customer hereby acknowledges that the Services incorporate certain artificial intelligence, machine learning or other similar predictive or automated generation components which are independent of human authorship (“AI Components”), including Azure OpenAI (“OpenAI”). Customer acknowledges that the AI Components forming part of the Services are incorporated in a manner that generates certain outputs forming part of the Services and received by Customer. Thread represents and warrants to Customer that, to Thread’s knowledge, (i) no data or other content submitted or uploaded by Customer to any AI Components forming part of the Services, or any data or other content automatically collected by such AI Components in performing or offering the Services, is retained by any third party owning such AI Components; and (ii) Thread does not use any data or other content submitted or uploaded by Customer to any AI Component forming part of the Services, or any data or other content automatically collected by such AI Components in performing or offering the Services, to train, modify or otherwise improve such AI Components. By utilizing the AI Component aspects of the Services, Customer agrees that Customer understands and assumes the risks associated with the use of artificial intelligence technology, including with respect to the output thereof.
  2. The Services interface with other software products or applications which must be licensed from third parties by Customer. As of the date hereof, such third-party products or applications are the ConnectWise product ecosystem (Manage, Automate, Control, Sell, Unite, and others); Slack; Microsoft Windows, Microsoft Teams and Microsoft 365 platform; Auvik; Refactr and affiliates; and any Thread affiliates. Customer is solely responsible for its licensed rights to use the third-party software or applications with which the Services interact. Thread does not guarantee the availability of any third-party products, including any AI Components. Thread shall have no liability to Customer for Customer’s failure or inability to do any of the foregoing. Customer agrees to indemnify, defend and hold Thread harmless from any claims by such third parties which result from Customer’s use of third-party software.

4.    Term; Renewal; Termination; Survival

On each monthly anniversary of the start date documented on the applicable Order Form, this Agreement will renew automatically for successive one (1) month periods unless terminated as provided for herein.

 

  1. Termination for Convenience. Either Party may terminate this Agreement with no less than thirty (30) days prior written notice 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 ten (10) 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. 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 Survival; Indemnification by Customer; Audit, Fees, Taxes, Limitation of Liability; Confidentiality; Disclaimer; Legal and Entire Agreement.

5.    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.    Confidentiality

“Confidential Information” shall include the Services, planned future functionality of the Services, pricing, the terms of the Agreement and any non-public information, data or know- how, any 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 be understood by a reasonable person to be proprietary or confidential. With respect to Confidential Information, the receiving Party shall (i) use it solely for the purposes specifically provided in this Agreement; and (ii) only disclose such on a ‘need to know’ basis to employees, consultants, affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and provided that such parties are not direct competitors of the disclosing Party. Any Confidential Information disclosed by either Party shall remain confidential for a period of four (4) years from the date of last disclosure or in perpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving Party is liable for any misuse of Confidential Information by its third parties, including its Users, agents, subcontractors, consultants and 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 damage for which it will have no adequate remedy at law. Accordingly, in addition to any other remedy, the disclosing Party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

8.    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 OUTPUT GENERATED THEREBY, ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER THREAD NOR ITS SUPPLIERS WARRANT THAT THE SERVICE WILL FUNCTION IN ANY ENVIRONMENT OR BE COMPATIBLE WITH ANY THIRD-PARTY APPLICATION OR THAT THE SERVICES, INCLUDING THE AI COMPONENTS AND ANY OUTPUT GENERATED THEREBY, WILL BE ERROR-FREE, BUG FREE, 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 OUTPUT GENERATED THEREBY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, CORRECTNESS, RELIABILITY, INTEGRATION, INTEROPERABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER AGREES THAT CUSTOMER’S USE OF THE SERVICES, INCLUDING ANY OUTPUT GENERATED BY THE AI COMPONENTS, ARE 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.

 

9.    Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THREAD, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS 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, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EXCEPT FOR THREAD’S INDEMNITY OBLIGATIONS IN SECTION 10 HEREIN, THREAD’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO ANY LOSS OR DAMAGE SUFFERED BY CUSTOMER AND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR CUSTOMER’S USE OF THE SERVICES, WILL NOT EXCEED THE GREATER OF $500 OR THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO THREAD IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FEES PAID ANNUALLY IN ADVANCE, SUCH SHALL BE CALCULATED TO ARRIVE AT THE MONTHLY FEE. 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 paragraph, so such may not apply. IN THESE STATES, THREAD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10.   Indemnity

By Thread: Thread agrees to and shall defend, indemnify and if applicable, hold harmless, Customer and Customer’s respective officers, agents, partners and employees from and against any and all third-party damages and losses based on or arising out of any claim, action, suit, or proceeding (“Claim”) asserted against Customer by a third party, not a party to this Agreement, based on a claim that the Services when used 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. Such indemnity by Thread does not extend to Customer’s content or to any output generated by any AI Components forming part of the Services. 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 not relieve Thread of its obligations to the extent Thread is prejudiced by such delay; (b) Thread has sole control of the defense of the Claim and will not settle a claim without consent of the Customer, if such settlement involves an admission of guilt or any financial or performance obligations; and (c) Customer provides to Thread, at Thread’s request and expense, with the assistance, information and authority necessary to perform Thread’s obligations. If the Services becomes 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 such Services, (ii) modify such Services so that they becomes non-infringing without substantially compromising its functionality, or if (i) and (ii) are not reasonably available to Thread, then (iii) terminate Customer’s license to the allegedly infringing Services and refund any pre-paid amounts for the unused portion of the then-current term. The foregoing are Customer’s sole remedies for any infringement of intellectual property rights.

By Customer: Upon demand by Thread, Customer agrees to and shall defend, indemnify and if applicable, hold harmless Thread and Thread’s subsidiaries, affiliates, and licensors and its and their respective officers, agents, partners and employees, from and against any loss, liability, costs (including reasonable attorneys’ fees), damages, expenses, claims, or demands, made by any third party due to or arising out of Customer’s use of the Services except as expressly permitted by this Agreement, Customer’s content and/or from Customer’s breach of the Agreement.

11. Force Majeure

Neither Party shall be responsible for any delay or failure to perform its obligations under this Agreement (other than obligations to pay fees) 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 Azure OpenAI (“OpenAI”). Therefore, Thread’s obligations hereunder are necessarily dependent on the continued availability of AWS and OpenAI. Thread will not be responsible to Customer for failures of AWS or of OpenAI. Any delays resulting from Customer’s failure to perform or fulfill its responsibilities (such as not having systems ready or failing to provide necessary data) will not change fees due to Thread.

12. Thread Feedback

Thread appreciates it when Customer, Users or individuals (each a “Submitter”) communicates 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.

 

13. Legal

  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.
  2. The Convention for the International Sale of Goods shall not apply.
  3. Section headings are for ease of reference only.
  4. This Agreement creates no third-party beneficiary rights to the Services or to any third-party product made available through the Services.
  5. Thread’s failure to enforce a provision is not a waiver of its right to do so later.
  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 Party’s intent as closely as possible.
  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.
  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.
  9. All content on Thread’s website, the Services, 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.
  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.
  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 Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

 

14. Miscellaneous

  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) by facsimile or email (followed by first-class mail, postage prepaid), and are deemed received upon delivery.
  2. Logo and Name. Customer authorizes Thread to include Customer’s name and logo on Thread’ s website as a customer of Thread.

 

15. 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 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.

 

16. 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 the Customer’s purchase orders or other ordering documentation or email which purports 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.