These Terms of Use (“Terms”) constitute a legally-binding agreement between The Tie Inc., a Delaware corporation (“The Tie,” “Company,” “we,” “us,” or “our”) and the business entity that registers for an enterprise account (“Customer,” “you,” or “your”), and, as applicable, the individual users that Customer authorizes to access the Service (each an “Authorized User”).
These Terms govern access to and use of our enterprise messenger application known as The Tie Instant Messenger (“TIM”), including all related websites, software, mobile applications, and other services (collectively, the “Service”).
The Service allows users to send direct messages, participate in group messaging, and share content including text, images, audio and voice messages, video, GIFs, links, and files (“User Content”). Where available, the Service also allows users to participate in event directories and related event features.
We may modify, suspend, or discontinue the Service (or any part) at any time upon reasonable notice to Customer, except where immediate action is required to comply with law, prevent abuse, maintain security, or address critical performance issues. In the event of a material discontinuation of the Service (meaning the permanent cessation of the Service as a whole or of substantially all of its core functionality), subject to the Company’s right to offset any amounts then due and owing, Customer shall be entitled to a pro-rata refund of any prepaid fees for the discontinued portion of the Service.
Messaging systems may experience delays, failures, or limits. We do not guarantee that messages or files will be delivered, stored, or accessible at all times, but we will use commercially-reasonable efforts to maintain Service availability consistent with industry standards.
By (a) creating an enterprise account, (b) clicking “accept,” “agree,” or a similar button, or (c) downloading the app, accessing or using the Service, Customer and each applicable Authorized User agree to be bound by these Terms, as applicable to them.
Each Authorized User will be required to scroll through the full text of these Terms and click “accept,” “agree,” or a similar button to be bound by these Terms prior to accessing or using the Service. The Tie records the date and time of each such acceptance. Customer remains responsible for all acts and omissions of its Authorized Users, and any breach of these Terms by an Authorized User will be deemed a breach by Customer.
If Customer and/or its Authorized Users do not agree to these Terms, neither Customer nor its Authorized Users may access or use the Service.
The Service is intended solely for business-to-business use.
By registering an enterprise account, Customer represents and warrants that it is a business entity or other organization, duly formed and in good standing under the laws of its jurisdiction, and that it has full power and authority to enter into these Terms.
Each Authorized User must be at least eighteen (18) years of age (or the age of legal majority in their jurisdiction, if higher) and an employee, contractor, or agent of Customer. The Service is not directed at children.
We may require verification via email. We may refuse, suspend, or terminate access if verification fails or if we suspect misuse.
Customer represents and warrants that neither Customer nor any of its Authorized Users (a) is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; (b) is, or is owned or controlled by, any person identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control; or (c) will use the Service in violation of any applicable export control or sanctions law. We may suspend or terminate access immediately if we reasonably believe this representation is inaccurate.
We may modify these Terms at any time at our discretion. We will provide notice of material changes via the Service or by other reasonable means, and material changes will not take effect until a reasonable period after such notice has been provided, unless immediate changes are required by law, to address security issues, or to comply with legal or regulatory obligations. The “Last Updated” date will be revised accordingly. If Customer does not agree to the modified Terms, Customer must cease use of the Service and disable its enterprise account before the effective date of the modifications. Continued use of the Service after the effective date of modifications constitutes acceptance of the revised Terms.
To use the Service, Customer must create an enterprise account (the “Enterprise Account”). Customer agrees to provide accurate, current, and complete information during registration and to keep such information up to date.
We may, in our sole discretion, approve or reject any request for an Enterprise Account.
Customer controls who may access and use the Service on its behalf under its Enterprise Account. Customer may invite or provision Authorized Users via business email, domain invitations, or other onboarding methods supported by the Service.
Authorized Users are limited to those individual employees, contractors, or agents of Customer whom Customer expressly authorizes to access and use the Service solely on Customer’s behalf. Customer is solely responsible for, and assumes all liability arising from, the identification, authorization, onboarding, management, and deactivation of its Authorized Users.
Where included in Customer’s applicable Service tier, Customer may create and manage teams, groups, and organizational units within the Service and assign roles, permissions, and visibility settings (“Entity-Level Permissions”) as provided in Section 2.3 below.
Customer is solely responsible for (i) inviting, onboarding, and deactivating Authorized Users; (ii) assigning and managing roles, teams, and Entity-Level Permissions; (iii) all activity occurring under its Enterprise Account; and (iv) ensuring its configuration of permissions, visibility, and privacy settings complies with Customer’s internal policies and applicable law.
The Service may include organizational controls that allow Customer, through its Authorized Users whom it names as designated administrators, to:
Customer acknowledges and agrees that Customer – not The Tie – is solely responsible for the implementation and consequences of such settings and default permissions.
Customer may connect its business email domain(s) or business email accounts to the Service. Where Customer does so:
Customer is responsible for ensuring that any email connectivity and use of business email addresses in the Service complies with Customer’s own policies and all applicable laws.
Customer is responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its Enterprise Account.
Customer agrees to promptly notify us at security@thetie.io if Customer suspects unauthorized access or security issues relating to its Enterprise Account.
Customer is responsible for obtaining and maintaining any devices, data plans, and internet connections needed to use the Service.
If Customer’s Premium Tier includes teams, Customer may create teams within its Enterprise Account that are visible on Customer’s company profile and may be messaged by users outside Customer’s organization, including Authorized Users of other Customers. Authorized Users may participate in chats that include users outside Customer’s organization. Chats in which Customer’s Authorized Users participate, including team chats, may be created, administered, and controlled (including their membership and the removal of participants) by users outside Customer’s organization. Customer is solely responsible for the configuration, membership, and content of its teams and chats, and acknowledges that User Content shared in a chat is visible to its participants and may be retained and archived by other participants’ organizations as described in Sections 2.7 and 7. The Tie does not verify the identity of chat participants except as provided in Section 3.
If Customer’s Premium Tier includes chat reassignment, Customer’s designated administrators may view the group and team chats in which any of Customer’s Authorized Users participate and reassign those chat memberships to other Authorized Users or teams, including when an Authorized User leaves Customer’s organization. An Authorized User or team to whom a chat is reassigned will have access to that chat and its message history. Customer is solely responsible for (a) providing any notices to, and obtaining any consents from, its Authorized Users required by applicable law or Customer’s policies, and (b) its access to and use of reassigned chats, including chats with users outside Customer’s organization. Each Authorized User acknowledges that messages exchanged with the Authorized Users of any Customer may be accessed, retained, reassigned, and archived to third-party compliance systems by that Customer, outside of the Authorized User’s control and the control of the Authorized User’s own Customer.
The Service may include different levels of verification depending on the applicable Service tier.
Email Verification. As part of the Free Tier, The Tie may verify an Authorized User’s email address or require other basic account-level verification. Email verification confirms only that the applicable Authorized User has access to the email address used for the account and does not constitute verification of the Customer, its business, identity, ownership, regulatory status, or other information.
Know-Your-Business (KYB) Verification. Only Customers with an active Premium Tier subscription that includes it may elect to undergo a business verification procedure (“KYB Verification”), which may be performed by an independent third-party service provider made available by The Tie (the “Verification Provider”). The Tie makes no representations or warranties regarding the Verification Provider’s services, and the Verification Provider is an independent contractor and not an agent or representative of The Tie.
KYB Verification is conducted by the Verification Provider under the Verification Provider’s applicable terms and privacy practices, and The Tie does not control the Verification Provider’s process or determinations. Documentation and underlying information submitted in connection with KYB Verification are collected and maintained by the Verification Provider. Customer expressly authorizes The Tie to transmit to the Verification Provider an identifier for Customer’s Enterprise Account and the email address of the Authorized User who initiates KYB Verification, and expressly authorizes the Verification Provider to transmit to The Tie the outcome and status of KYB Verification, including the review result, any rejection reason codes, and reviewer comments, which The Tie may store in connection with Customer’s Enterprise Account and use as described in Sections 3.2 through 3.4.
KYB Verification may include collecting or verifying information such as Customer’s legal name, entity type, tax identification number (e.g., EIN), principal place of business, registered agent address, contact persons, business website, and business description. KYB Verification may also include review of documentation such as a certificate of good standing (or local equivalent) and proof of address.
KYB Verification is intended solely to confirm certain basic information regarding Customer’s identity and business existence and does not constitute legal, regulatory, financial, credit, or reputational due diligence or ongoing monitoring.
Customer may conduct any additional verification or diligence as Customer deems necessary. Customer represents and warrants that all information it provides in connection with KYB Verification is true, accurate, complete, and not misleading.
If Customer successfully completes KYB Verification through the Verification Provider, The Tie may:
For clarity, verification of an Authorized User’s email address does not, by itself, constitute KYB Verification or entitle Customer or an Authorized User to a KYB Verified designation.
The presence or absence of any verification indicator does not constitute a guarantee, endorsement, recommendation, or warranty by The Tie regarding Customer, its business, creditworthiness, financial condition, regulatory compliance, or activities. Third parties should conduct their own independent due diligence and should not rely solely on any verification indicator provided through the Service.
The Tie may review or reassess Customer’s KYB Verification status at any time and may remove or modify a KYB Verification indicator if The Tie reasonably determines that doing so is appropriate, including if information appears inaccurate, incomplete, or outdated, applicable legal or regulatory requirements change, or relevant risk considerations change. KYB Verification status and any associated indicator will lapse if Customer’s Premium Tier subscription ends.
If Customer’s Premium Tier includes it, Customer may configure the Service so that only Authorized Users of Customers that have completed and currently maintain KYB Verification status under this Section 3 may send messages or connection requests to Customer’s Authorized Users. Such restrictions operate based on KYB Verification status as determined under this Section 3, and The Tie does not guarantee that they will prevent all unwanted communications.
Subject to these Terms and any applicable order form, online sign-up, or other ordering document accepted by Customer (each, an “Order Form”), we grant Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Customer’s internal business purposes, including communication, collaboration, and workflow. The Service is a communications tool and does not execute, settle, or custody any transaction or asset.
Except as expressly set forth in these Terms, no license or other rights are granted to Customer or any Authorized User, whether by implication, estoppel, or otherwise. The Tie reserves all rights, title, and interest in and to the Service and all related intellectual property not expressly granted under these Terms.
Customer and its Authorized Users agree not to use the Service in any manner that:
Any User Content submitted, posted, or displayed via the Service must comply with these Terms and all applicable laws. Customer is solely responsible, as between Customer and The Tie, for User Content of Customer and its Authorized Users, including obtaining any necessary consents and authorizations.
The Tie maintains a zero-tolerance policy for child sexual abuse and exploitation (“CSAE”), including child sexual abuse material (“CSAM”). Customer and its Authorized Users may not create, upload, share, store, request, or distribute CSAM, or engage in grooming, enticement, sextortion, trafficking, or any other conduct involving the sexual exploitation of minors.
We may remove content, restrict features, suspend or terminate the Enterprise Account or any Authorized User’s access, and report apparent violations to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. § 2258A, and to other law enforcement authorities as permitted or required by applicable law.
Authorized Users may report other users of the Service whom they believe have violated these Terms, including Section 4.4, using the in-app reporting tool or by emailing support@thetie.io. Authorized Users may also block other users and mute conversations. We review reports and may take action under Section 4.4 or Section 8.2. Use of these tools is at the Authorized User’s discretion and does not relieve Customer of its obligations under these Terms.
The Service and all related technology, software, documentation, interfaces, content, features, and functionality (including the design, selection, and arrangement thereof) are owned by The Tie, its licensors, or other providers of such material, and are protected by applicable intellectual property and proprietary rights laws.
Customer retains all right, title, and interest in and to any data, content, communications, files, or other materials submitted, transmitted, or otherwise made available by or on behalf of Customer through the Service, including User Content (“Customer Content”).
Customer grants the Company a worldwide, non-exclusive, royalty-free license (including the right to sublicense to the Company’s service providers) to host, store, reproduce, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, maintain, support, and improve the Service and to perform the Company’s obligations under these Terms.
Customer may provide feedback, comments, or suggestions regarding the Service (“Feedback”). Feedback is voluntary. Customer grants Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up license (with the right to sublicense) to use, modify, incorporate, and otherwise exploit Feedback for any purpose without restriction or obligation to Customer.
5.4. Usage Data
The Company may collect and use data regarding the performance, operation, and use of the Service, including aggregated and anonymized data derived from Customer’s and its Authorized Users’ use of the Service (“Usage Data”), for purposes of operating, maintaining, improving, and developing the Service, provided that any Usage Data The Tie discloses to third parties (other than The Tie’s service providers bound by confidentiality obligations at least as protective as this Section) is aggregated or de-identified so that it does not identify Customer or any individual.
The Tie may make available, with certain enhanced data and search features available only under a Premium Tier, information about companies, organizations, and users of the Service, including information derived from The Tie’s proprietary datasets, public sources, and third parties (“Company Data”). Company Data is provided for informational purposes only, may be incomplete or inaccurate, and does not constitute investment, legal, tax, or other advice or a recommendation regarding any counterparty or transaction. Customer may use Company Data solely for its internal business purposes in connection with the Service and may not redistribute, resell, or use Company Data to develop a competing product or service. The Tie and its licensors retain all rights in Company Data.
Customer’s and its Authorized Users’ use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.
The Tie may retain User Content and related Enterprise Account records for as long as reasonably necessary for business purposes, including to comply with applicable law, regulation, audits, dispute resolution, or internal compliance requirements, including after termination of the applicable Enterprise Account subscription.
The Tie stores core application data (including User Content and Enterprise Account information) using third-party hosting providers located in the United States. The Tie maintains periodic backups in accordance with its standard business practices, which may also be stored in the United States.
The Tie may update its infrastructure, hosting environment, or sub-processors from time to time, provided that The Tie will maintain commercially-reasonable technical and organizational measures designed to protect User Content.
The Tie implements reasonable administrative, technical, and physical safeguards designed to protect User Content and personal information from unauthorized access, disclosure, alteration, or destruction. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.
If Customer or its Authorized Users are located outside the United States, information may be transferred to, stored, and processed in the United States and other jurisdictions where we or our service providers operate, where data protection laws may differ from those in Customer’s jurisdiction. For transfers of personal data from the European Economic Area, United Kingdom, or Switzerland, we will implement appropriate safeguards such as Standard Contractual Clauses or other legally-recognized transfer mechanisms as required by applicable law.
Customer is responsible for ensuring that its use of the Service (including any transfers of personal data) complies with applicable data protection laws, including, where applicable, GDPR and CCPA. The Tie will comply with its own obligations under applicable data protection laws with respect to personal data it processes in connection with the Service. To the extent The Tie processes personal data on Customer’s behalf as a data processor (as defined under applicable data protection law), the parties will enter into a data processing agreement on commercially-reasonable terms.
Customer is responsible for exporting or archiving any User Content it wishes to retain before termination of its access to the Service or closure of its Enterprise Account, including through Global Relay where enabled. The Tie does not currently provide a self-service export tool. Where enabled, the Global Relay integration described in Section 7 is the only means of retrieving User Content from the Service for archival purposes. Following termination or closure, The Tie has no obligation to maintain or provide User Content to Customer and may delete it, subject to Section 6.2 and applicable law.
The Tie currently supports an API-based integration with Global Relay. If Customer’s Premium Tier includes the Global Relay integration and Customer enables it, The Tie will, using commercially-reasonable efforts and commercially-reasonable security and technical safeguards, transmit a copy of the messages, edits, deletions, reactions, attachments, and membership changes in every chat in which any of Customer’s Authorized Users participate, including content sent by users outside Customer’s organization, together with related metadata (including participant names and email addresses), to Customer’s designated Global Relay environment. Customer acknowledges that transmission may be subject to delays, outages, or other technical limitations outside of The Tie’s control, and The Tie does not guarantee uninterrupted or error-free delivery to Global Relay.
Although The Tie may retain copies of messages and related records as described in Section 6.2, The Tie does not provide Customer with access to such retained records for compliance, surveillance, supervision, monitoring, or archival purposes, except through the Global Relay integration described in this Section 7 or as otherwise expressly agreed in writing. Customer is solely responsible for determining whether the Global Relay integration satisfies the recordkeeping obligations applicable to Customer.
Customer is solely responsible for maintaining its own Global Relay account and configuring and using Global Relay in accordance with its compliance obligations. Customer acknowledges that enabling the Global Relay integration will result in the archiving of content from users outside Customer’s organization, and Customer is solely responsible for ensuring that such archiving complies with all applicable laws, including data protection laws. Customer acknowledges that any access to, retrieval of, or reliance upon archived records transmitted to Global Relay must be performed through Global Relay under Customer’s agreement with Global Relay.
Any other third-party integration that Customer enables will be subject to the applicable third party’s terms and is used at Customer’s own risk. The Tie is not responsible for any third-party service or for any data transmitted to it at Customer’s direction.
Customer may cancel any subscription in accordance with Section 9.8.
If Customer has an active paid subscription, cancellation will take effect at the end of the then-current subscription term, unless otherwise required by applicable law.
Closing the subscription or discontinuing use of the Service does not relieve Customer of payment obligations for the then-current subscription term.
The Tie may suspend or terminate Customer’s access to all or part of the Service, without prior notice or liability, for any reason permitted under these Terms, including, without limitation:
Upon termination of Customer’s access to the Service:
9. PAYMENT AND PRICING
9.1. Free and Premium Service Tiers
The Service may be offered through a free tier (“Free Tier,” currently branded “Basic”) and one or more premium paid subscription tiers (each, a “Premium Tier,” currently the “Pro” plan). The features and functionality available under each tier will be as described in the Service or during the applicable sign-up or subscription process and may be modified by The Tie from time to time in accordance with these Terms.
Subject to these Terms, Customer may use the Free Tier without payment of subscription fees. Customer may elect to upgrade to a Premium Tier to access additional features and functionality. Premium Tier features may include KYB Verification and KYB-based messaging restrictions (Section 3), teams (Section 2.6), chat reassignment (Section 2.7), enhanced company data and search features (Section 5.5), the Global Relay integration (Section 7), company-wide announcements, and bot and webhook integrations.
9.2 Subscription Term
If Customer elects to purchase a paid subscription to the Service, Customer’s subscription begins on the date the paid subscription is activated (the “Start Date”).
The length of the initial subscription term (the “Initial Term”) will be the subscription period selected by Customer at the time of purchase or as otherwise agreed in writing between Customer and The Tie.
9.3. Pricing and Payment
The fees applicable to a Premium Tier will be the fees displayed to Customer at the time Customer purchases or renews its subscription, or as otherwise agreed in writing between Customer and The Tie.
Unless otherwise specified at the time of purchase or agreed in writing, subscription fees are charged on a per-Authorized User basis and billed in advance for the applicable subscription period.
Customer authorizes Company to charge all applicable subscription fees, including fees for any Renewal Term and any additional Authorized Users added during the term, to the payment method on file.
Customer is responsible for maintaining accurate and current billing and payment information. Except as required by applicable law, as provided in Section 1.1, or expressly agreed in writing, all fees are non-refundable.
All fees are exclusive of taxes. If the Company is required by law to collect or remit any applicable sales, use, excise, value-added, goods and services, gross receipts, or similar transactional taxes, such taxes will be added to the applicable charges and charged to the Customer’s payment method.
For Customers located outside of the United States, Customer is solely responsible for determining, reporting, and remitting any taxes arising from its subscription to or use of the Service in its jurisdiction, including under any reverse charge or similar mechanism.
Unless Customer cancels in accordance with Section 9.8, each paid subscription will automatically renew at the end of the then-current subscription term for an additional subscription period of the same duration (each, a “Renewal Term”), at the Company’s then-current applicable rates, unless otherwise specified at the time of purchase or agreed in writing.
Customer authorizes Company to charge the fees for each Renewal Term to the payment method on file unless a different payment or invoicing arrangement has been agreed to in writing.
Customer may increase the number of Authorized Users during an active subscription term.
If Customer adds Authorized Users during a term:
Customer may not decrease the number of Authorized Users during any subscription term. Reductions in user count will take effect only at the start of a Renewal Term, provided Customer gives written notice of the requested reduction at least thirty (30) days prior to the end of the then-current term.
For clarity, removing or deactivating individual Authorized User accounts during a term does not reduce Customer’s payment obligations for the number of Authorized Users committed for that term.
If a charge to Customer’s payment method is declined, reversed, or otherwise fails for any reason, Company may:
Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month (or eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, from the due date until paid in full.
Company reserves the right to recover any reasonable costs incurred in connection with collecting overdue amounts, including reasonable attorneys’ fees, payment processing fees, chargeback fees, and collection costs.
Customer may cancel a paid subscription using the cancellation method made available through the Service or by such other method as Company may make available from time to time.
Unless otherwise required by applicable law or expressly agreed in writing, cancellation will take effect at the end of the then-current paid subscription term, and Customer will retain access to the applicable Premium Tier through that date. Following the effective date of cancellation, Customer’s account will revert to the Free Tier and will thereafter be subject to the features and functionality then available under the Free Tier, unless Customer elects to close its account.
Company will provide confirmation of cancellation stating the effective date of cancellation.
Company may change the fees applicable to any Premium Tier from time to time. Company will provide Customer with at least thirty (30) days’ prior notice of any increase in subscription fees applicable to Customer. Any such increase will take effect no earlier than the beginning of Customer’s next Renewal Term, unless otherwise agreed in writing.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT:
We do not control, endorse, or adopt any content not created by The Tie (“Third-Party Content”) and will have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, 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:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will reasonably cooperate with us in asserting any available defenses.
Dispute Resolution and Arbitration (IMPORTANT - PLEASE READ CAREFULLY)
13.1. Informal Resolution First
Before filing a claim, you agree to contact us at legal@thetie.io with a brief description of the dispute and your contact information (including sufficient detail to allow us to identify your account and the nature of the dispute). We will attempt to resolve the dispute informally within thirty (30) days of receiving your notice.
13.2. Arbitration Agreement
YOU AND THE TIE AGREE THAT, EXCEPT FOR THE EXCEPTIONS EXPRESSLY SET FORTH HEREIN, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, NOT IN COURT. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION, YOU AND THE TIE ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY.
13.3. Exceptions
Either party may bring claims (a) in small claims court if the claim qualifies and remains in small claims court, or (b) seeking only injunctive or equitable relief in a court of competent jurisdiction to stop unauthorized use or abuse of the Service, to protect intellectual property rights, or to enforce confidentiality obligations under Section 16.2, or (c) where arbitration is prohibited by applicable law that cannot be waived.
13.4. Arbitration Rules and Forum
The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time the arbitration is initiated, unless the parties agree otherwise in writing. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration will be New York, New York, USA, and proceedings will be conducted in English. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction.
13.5. Class Action Waiver
YOU AND THE TIE AGREE TO BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MASS, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
13.6. Opt-out Right
Individual Authorized Users (not Customer itself) may opt out of this arbitration agreement by sending a written notice to legal@thetie.io within thirty (30) days of first accepting these Terms, stating their name, the email address associated with their account, and that they opt out of the arbitration agreement. If an Authorized User opts out, Sections 13.2 through 13.5 will not apply to that Authorized User, but all other provisions of these Terms will remain in full force and effect.
13.7. Governing Law
These Terms are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of law principles. The Federal Arbitration Act, 9 U.S.C. 1 et seq., governs the interpretation and enforcement of this arbitration agreement. Any disputes regarding the scope, applicability, enforceability, revocability, or validity of this arbitration agreement will be resolved by the arbitrator, except that all disputes regarding the Class Action Waiver’s enforceability or validity shall be decided by a court of competent jurisdiction and not by an arbitrator. Other than small claims actions under Section 13.3(a), the state and federal courts located in New York County, New York will have exclusive jurisdiction over any action permitted to be brought in court under these Terms, and each party consents to the personal jurisdiction of such courts.
Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including, without limitation, acts of God; flood, fire, earthquake, or other natural disaster; epidemic, pandemic, or public health emergency; war, terrorism, civil unrest, riots, or embargo; governmental action, law, regulation, or order; labor strike or stoppage (other than involving such party’s employees); interruption or failure of telecommunications, internet service providers, hosting providers, or cloud infrastructure; denial-of-service attacks or other cyber incidents not caused by the affected party’s breach of its security obligations; power failures; or failure or delay of third-party suppliers, subcontractors, or service providers (each, a “Force Majeure Event”).
The affected party will use commercially-reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected Service upon written notice to the other party, and Customer will remain responsible for all fees accrued up to the effective date of termination. For clarity, termination under this Section 14 does not constitute a material discontinuation of the Service for purposes of Section 1.1, and Customer shall not be entitled to a refund of prepaid fees except to the extent otherwise required by applicable law.
If you reside in (or access the Service from) one of the jurisdictions listed below, the additional terms in this Section 15 apply to you. To the extent these additional terms conflict with any other part of these Terms, these additional terms control for users in the applicable jurisdiction. Nothing in these Terms limits any rights you may have under applicable mandatory consumer protection laws. Because the Service is offered solely for business use, Sections 15.2 through 15.5 apply only to the extent Customer or an Authorized User is entitled to such protections under mandatory applicable law.
If you are a consumer, you may have certain rights under applicable consumer protection laws. Nothing in these Terms limits those rights.
If you are a consumer in the EEA/UK, you may have the right to withdraw from a purchase within fourteen (14) days without giving any reason, unless an exception applies.
If you purchase a subscription, you may cancel at any time as described in these Terms and/or during the checkout flow. Your cancellation will take effect at the end of the then-current billing period, unless applicable law requires otherwise.
The governing law, venue, and dispute resolution provisions apply only to the extent they do not deprive you of protections afforded by the mandatory laws of your country of residence.
Refunds are provided where required by applicable law. For subscriptions, you may have rights to a pro-rated refund in limited cases depending on your country.
Australian Consumer Law
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law.
Consumer Protection
Nothing in these Terms limits any rights you may have under applicable provincial consumer protection laws that cannot be waived.
State Law Variations
Some states do not allow certain limitations of warranties or liability. If you reside in such a state, portions of these Terms may not apply to you to the extent prohibited by law.
Customer may send notices to Company at legal@thetie.io (or such other address as Company may provide in the Service). Notices to Company are effective upon confirmed receipt by Company. Company may provide notices to Customer by email to the address associated with Customer’s Enterprise Account administrator or through the Service, effective when sent. Customer consents to receive notices and other communications electronically, which satisfy any legal requirement that such communications be in writing.
Each party will protect the other party’s non-public information disclosed in connection with these Terms that is marked or reasonably understood to be confidential (“Confidential Information”) using at least reasonable care, and will use it only to perform its obligations or exercise its rights under these Terms. Customer’s Confidential Information includes its User Content, subject to The Tie’s rights under Sections 5.4, 6, and 7. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to or independently developed by the receiving party without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information as required by law, subject, where legally permitted, to reasonable prior notice to the other party. The obligations under this Section 16.2 will survive termination or expiration of these Terms for a period of three (3) years, except with respect to trade secrets, which will be protected for so long as they remain trade secrets under applicable law. This Section 16.2 does not limit The Tie’s rights or obligations under Sections 4, 5, 6, or 7.
Customer may not assign or transfer these Terms without The Tie’s prior written consent. The Tie may assign these Terms without consent, including in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or of the business to which these Terms relate, or assignment to an affiliate or subsidiary. Any attempted assignment in violation of this Section 16.3 is void. These Terms bind and benefit the parties and their permitted successors and assigns.
These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. An Order Form executed by both parties controls over these Terms solely as to the specific terms it expressly modifies. Any purchase order or other Customer-provided terms have no effect.
Except as provided in Section 13.5, if any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. No waiver is effective unless in writing, and failure to enforce any provision is not a waiver.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries of these Terms.
