Terms of Service.

1. Our Services

We operate thoughtly.com and related products/services that reference these Terms (collectively, the "Services"). The Services are controlled from the United States and may not be appropriate for some non-U.S. jurisdictions. We may limit availability at any time to any person, geographic area, or jurisdiction we choose.

During your subscription term identified in your Order, you may access and use the Services subject to Section 8. You're responsible for ensuring correct, current, and complete information and arranging necessary access (including third-party fees and equipment).

Account Registration

You must register for an account to access the Services. You can invite employees, agents, or other authorized parties ("Authorized Users") and must designate at least one Administrator to manage the account.

You represent that you won't impersonate others, create accounts for anyone but yourself, or permit unauthorized account sharing. We have the right to disable or close any account at any time for any reason. If your account is canceled, terminated, or suspended, you and your authorized users lose access to all Customer Data, which we may immediately delete without liability.

Account Security

All registration information is subject to our Privacy Policy. You're responsible for maintaining accurate account details, including valid email and billing information. You must keep your access credentials confidential and immediately notify us if you suspect compromise or unauthorized use.

We won't be liable for losses, damages, or expenses from account misuse due to your conduct, regardless of whether you've notified us.

White Label

If your plan includes white-labeling, we grant a worldwide, revocable, non-exclusive license to incorporate permitted functionality into your services without attribution to Thoughtly, solely for your direct business activities. This license is transferable only to your authorized sublicensees, and you're liable for their compliance and indemnify us from related claims.

2. Your Responsibilities

By submitting Customer Data through the Services, you confirm reading and agreeing to these Terms (including Sections 6 and 9), waive moral rights to submissions, and represent that your data is original and you have necessary rights to grant us the mentioned rights.

You're responsible for your Customer Data and agree to reimburse us for losses caused by your breach of these Terms, third-party intellectual property violations, or applicable law. Although we don't monitor contributions, we may remove or edit Customer Data at our sole discretion and may suspend your account.

3. Your Representations and Warranties

By using the Services, you represent and warrant that: (1) all Customer Data is true, accurate, current, and complete; (2) you'll maintain accuracy and promptly update information; (3) you won't access via automated or non-human means; (4) you have the right to upload Customer Data without violating third-party rights; (5) your use complies with applicable law; (6) you understand obligations regarding call recording, telemarketing, spam, and privacy laws; and (7) you won't rely on us for legal compliance advice.

If any Customer Data is unlawful, inaccurate, incomplete, or breaches these Terms, we may suspend or terminate your account.

4. Plans; Automatic Renewal Registration

Free Tier; Paid Plans

We may offer free access with usage limitations ("Free Tier") and various paid plans ("Paid Plans") as specified in your Order.

Automatic Renewal; Cancellation

Each subscription term automatically renews unless you cancel before the billing cycle ends. You authorize us to charge your credit card or invoice you for renewals until cancellation. Cancellation takes effect at the end of the current billing cycle.

Downgrades

If you fail to pay Fees plus applicable Taxes when due, we may downgrade you to Free Tier upon reasonable notice. You may lose access to certain features, but these Terms continue applying.

Price Changes

We may increase or modify Paid Plan pricing without notice, effective at your next billing cycle. Continuing your subscription authorizes us to collect the new pricing.

5. Purchases and Payment

Fees

You'll pay Fees as displayed in your Order plus applicable Taxes. If you don't pay within the agreed timeframe, we may suspend access until payment is received. To dispute incorrect billing, contact us within thirty days of the invoice date for adjustment or credit.

All Fees are non-refundable and non-creditable except as expressly stated.

Taxes

All Fees exclude government-imposed taxes, levies, or duties (sales, use, withholding, etc.), except taxes on our net income. You're responsible for all applicable sales, use, excise, and similar taxes.

Payment

Unless otherwise specified, you'll pay all Fees at purchase in U.S. dollars to the account specified in your Order. If using a credit card or digital payment method, you authorize us to charge your account.

Late Payment

If you fail to pay when due, we may charge interest at 1.5% monthly (daily calculation, monthly compounding) or the highest rate permitted by law. If non-payment continues five days after written notice, we may suspend Services until past due amounts and interest are paid.

6. Prohibited Activities

You agree not to (and won't allow third parties to):

• Modify, copy, display, republish, or create derivative works based on the Services or Thoughtly Materials.
• Act as a reseller, distributor, or service bureau for the Services or use them for third-party benefit.
• Access the Services without prior written consent if you're a direct competitor.
• Access the Services to build a competitive product or copy ideas, features, functions, or graphics.
• Share access, use, or information about the Services with direct competitors.
• Systematically retrieve data or content to create collections or databases without written permission.
• Incorporate Thoughtly Materials into other software products or use Documentation to create or enhance competing services.
• Combine the Services with third-party hardware, networks, code, data, or services that infringe third-party rights.
• Trick, defraud, or mislead us or other users to learn sensitive information.
• Circumvent, disable, or interfere with security-related features.
• Disparage or harm us or the Services in our opinion.
• Take actions imposing unreasonable or disproportionate infrastructure load.
• Use the Services or Output to post infringing, obscene, threatening, libelous, or unlawful material.
• Use the Services in violation of applicable laws.
• Upload viruses, worms, time bombs, Trojan horses, or harmful code.
• Use information obtained from the Services to harass, abuse, or harm others.
• Misuse support services or submit false abuse reports.
• Engage in unauthorized framing or linking.
• Use automated systems like scripts, data mining, or extraction tools.
• Delete copyright or proprietary rights notices.
• Attempt to impersonate others or use another user's username.
• Upload materials that collect or transmit information (gifs, pixels, web bugs, cookies, spyware).
• Interfere with or disrupt Services integrity, performance, or data, or create undue burden.
• Harass, annoy, intimidate, or threaten our employees or agents.
• Attempt to bypass access prevention measures.
• Copy or adapt Services software (Flash, PHP, HTML, JavaScript, etc.).
• Use automated systems like spiders, robots, scrapers, or offline readers without authorization.
• Use buying or purchasing agents.
• Make unauthorized use, including collecting usernames/emails for unsolicited communications or creating accounts falsely.
• Sell or transfer your profile or account.
• Use the Services or Output to create, promote, or distribute illegal, harmful, or copyright-violating content.
• Manipulate AI agents against intended use.
• Use the Services for fraudulent activities (phishing, scams, financial fraud).
• Use the Services or Output to send spam or duplicative/unsolicited messages.
• Conduct benchmarking or comparative analysis without express written consent.
• Claim Thoughtly endorsement without explicit permission.
• Use tools to circumvent security features.
• Create or propagate hate, discrimination, or violence content.
• Use the Services to run automated queries to websites.
• Remove or alter trademarks, logos, copyrights, or proprietary notices.
• Attempt unauthorized access to the Services or related systems.
• Permit third parties to do any of the foregoing.

Additionally, you'll only permit access by yourself and authorized users, and won't access from embargoed nations or countries that become embargoed, in violation of export compliance laws.

7. Thoughtly Rights

We may suspend your access if: (a) we believe your use threatens our users or network; (b) you breach applicable laws or these Terms; or (c) directed by a court. We'll suspend only to the extent necessary, use best efforts to promptly contact you, and reinstate Services after the issue is resolved.

We may: (i) remove or limit Customer Data distribution we deem necessary if it violates these Terms, infringes rights, threatens personal safety, or creates liability; (ii) take legal action, including law enforcement referral, for illegal use; and (iii) terminate or suspend access for violations.

We're not obligated to review Customer Data before posting and assume no liability for user-provided content or our exercise/non-exercise of rights here.

8. Intellectual Property Rights

Our Intellectual Property

These Terms don't grant rights to intellectual property except as expressly stated. We own the Services and all trademarks, logos, branding, and Company Content, including all proprietary rights ("Thoughtly IP"). We retain all rights unless expressly granted herein.

We grant you a non-exclusive, non-transferable, non-sublicensable, worldwide, irrevocable license (subject to termination) to access and use the Services subject to Usage Limits, solely for: (i) Paid Plan internal business purposes enabling AI capabilities; or (ii) Free Trial/Free Tier internal, non-commercial evaluation purposes.

9. Customer Data

We don't assert ownership over your Customer Data. You retain full ownership and associated intellectual property rights.

You're responsible for ensuring all calls, video, audio, transcription data, images, comments, clips, or other content ("Customer Data") complies with these Terms and applicable laws, including obtaining third-party consent and providing appropriate notices.

Subject to these Terms, you grant us a non-exclusive, worldwide, royalty-free right during the Term to process Customer Data solely to: (a) provide contemplated services; (b) provide, protect, and update the Services; (c) enforce these Terms; (d) comply with law; and (e) follow your instructions.

You acknowledge we improve Services through Customer Data training. You grant us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license to use, reproduce, modify, and exploit Customer Data to operate, train, maintain, support, update, enhance, and improve the Services, Thoughtly IP, and current/future products, services, and technology.

10. Guidelines for Reviews

We may provide areas to leave reviews or ratings. When posting, you must: (1) have firsthand experience with the reviewed person/entity; (2) avoid offensive profanity, abusive, racist, or hateful language; (3) avoid discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) avoid references to illegal activity; (5) not be affiliated with competitors if posting negatively; (6) not conclude legality of conduct; (7) not post false or misleading statements; and (8) not organize campaigns encouraging others to post reviews.

11. Third-Party Websites and Content

The Services may contain or interact with third-party platforms, services, plug-ins, applications, ads, tools, links, or content not owned by us ("Third-Party Websites" and "Third-Party Content"). We're not responsible for any Third-Party Websites or Content and don't endorse them. Your use is at your own risk and governed by third-party terms/policies.

12. Services Management

The Services may contain links to Third-Party Websites and Third-Party Content. These aren't investigated, monitored, or checked for accuracy/appropriateness by us, and we're not responsible for any accessed through our Services. Inclusion/linking doesn't imply approval or endorsement.

13. Privacy Policy

By using the Services, you consent to information collection and use per our Privacy Policy (thoughtly.com/privacy), incorporated into and part of these Terms. You consent to Thoughtly communications via text, SMS, and voice calls. See our Privacy Policy for opt-out information.

14. Excluded Data

You won't provide Customer Data subject to heightened security requirements by law, regulation, or contract (examples include GLBA, FERPA, COPPA, PCI-DSS, and international equivalents—collectively "Excluded Data"). Thoughtly has no responsibility or liability for Excluded Data.

15. Term and Termination

Term

These Terms remain in full force while you use the Services.

Suspension or Termination by Thoughtly

We may suspend your access or terminate these Terms: (a) as required by law; (b) to prevent harm risk to us, the Services, or our users; or (c) for violations of these Terms and policies.

Survival

Terms intended to survive termination will, including confidentiality obligations, liability limitations, and disclaimers.

16. No Guarantee of Service

Although we strive for constant availability, we can't guarantee it. We may temporarily or permanently disable Services, experience hardware/software problems, or perform maintenance causing interruptions, delays, or errors.

17. Governing Law

These Terms are governed by New York law without respect to conflict of laws principles. You agree to submit to federal courts of the United States or New York courts, both in New York City.

18. Dispute Resolution

Agreement to Arbitrate

You agree that all disputes or claims between you and Thoughtly arising from or relating to these Terms shall be resolved exclusively through final, binding arbitration rather than court, except you may assert claims in small claims court if qualifying.

You and Thoughtly waive trial by jury and class action participation rights. A neutral arbitrator, not a judge or jury, determines your rights. The Federal Arbitration Act governs this Arbitration Agreement interpretation and enforcement.

Pre-Arbitration Dispute Resolution

We're interested in amicable, efficient resolution; most concerns can be resolved by emailing [email protected]. If unsuccessful, a party intending to seek arbitration must send the other, by certified mail, a written dispute notice ("Notice"). The Notice to Thoughtly should be sent to 228 Park Ave S PMB 32943, New York, NY 10003-1502, with a copy to [email protected].

Prohibition of Class and Representative Actions

You and Thoughtly agree that each may bring claims only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The arbitrator may not consolidate or join more than one person's or party's claims.

Waiver of Jury Trial

You and Thoughtly hereby waive any constitutional and statutory rights to sue in court and have a trial before a judge or jury.

19. Disclaimer

The Services are provided on an as-is and as-available basis. You agree that your use will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI Interactions Disclaimer

Thoughtly provides AI-powered customer support services, including a chatbot and AI phone agents. These AI systems are designed to assist users but may generate inaccurate, incomplete, or misleading responses. AI-generated content is not a professional advice or human assistance substitute.

20. Limitations of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your Services use.

Our liability to you for any cause whatsoever will at all times be limited to the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising.

21. Beta Services

Beta Services are provided "as is" without any warranty, indemnity, or support, and Thoughtly's liability for Beta Services will not exceed fifty dollars (US $50).

22. Compliance with Telemarketing, Dialing and Recording Laws

You agree to comply with all applicable federal and state laws, rules, and regulations governing automated or prerecorded/artificial calls or texts, including but not limited to the TCPA, Telemarketing Sales Rule, Do-Not-Call regulations, wiretap and recording laws.

• You will provide accurate, correct, and truthful Caller ID information.
• You will provide all legally required disclosures.
• You agree and acknowledge that compliance is your sole responsibility.

TCPA Disclaimer

The TCPA imposes stringent regulations on telephone equipment, including artificial or prerecorded voice messages and automatic telephone dialing systems. You acknowledge and understand that recipient consent is required for certain communications. Ensure that you have obtained prior express consent from all recipients before making calls using AI-generated text-to-speech technology.

23. Copyright Infringement and DMCA

We respect others' intellectual property rights and ask our users to do the same. In accordance with the DMCA and other applicable law, we may, in our sole discretion, terminate any user's Services rights who infringes others' intellectual property rights.

24. Artificial Intelligence Tools

The Services may leverage third-party large language models and artificial intelligence algorithms and platforms ("Third-Party Models"). We make no representations with respect to Third-Party Models or any Output provided therewith. Such Third-Party Models are not under Thoughtly's control and do not form part of the Services or related services.

Ownership of Output

As between Thoughtly and you, each Prompt and Output are considered "Customer Data" for these Terms' purposes. You're the Customer Data owner, and we hereby assign to you all right, title, and interest it may have, if any, in and to any Output.

Responsible Use of AI Output

You're responsible for reviewing any Output prior to its use and exercising your own business and legal judgment as to its use suitability.

25. Developer Materials

For any Thoughtly Developer Materials that we make available to you, we hereby grant you a non-exclusive, limited, revocable, non-transferable, non-sublicensable right to access and use the Software and Thoughtly Developer Materials, in the form made available by or for us, solely to the extent necessary to use the Services and for your internal business purposes.

26. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of your Customer Data, Services use, or breach of these Terms.

27. Confidentiality

We may disclose to you confidential information relating to our business or current or future products and services ("Confidential Information"). You may not disclose Confidential Information to any third party, other than to your employees or contractors with a need to know.

28. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

29. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

30. Publicity

You agree that we may identify you as a customer and advertise or publicize our Services provision to you, including on our website or in our promotional materials. You grant us a non-exclusive, worldwide, right and license to use your company name and logo in marketing, sales, financial, and public relations materials.

31. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding Services use, please contact us at:

Thoughtly, Inc. United States [email protected] 228 Park Ave S PMB 32943, New York, NY 10003-1502