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Service Terms:

Terms of Use For Bridge By The Tie Messenger

Last Modified: March 4, 2026

1.1. Agreement Terms

These Terms of Use (“Terms”) constitute a legally-binding agreement between The Tie Inc., a Delaware corporation and its subsidiaries  (“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 Bridge by The Tie, including all related websites, software, mobile applications, AI functionality, and other services (collectively, the “Service”).

The Service allows users to send direct messages, participate in group messaging, and share content including text, images, and files (“User Content”).  

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, 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.

1.2. Acceptance

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 agrees to be bound by these Terms.  Customer represents and warrants that the individual accepting these Terms on Customer’s behalf has the authority to bind Customer and its Authorized Users to these Terms. 

Each Authorized User will be required to click “accept,” “agree,” or a similar button to be bound by these Terms prior to accessing or using the Service.  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.  Continued use of the Service following any changes to these Terms constitutes Customer and its authorized Users’ acceptance of such changes.

1.3. Eligibility

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.

Customer and each Authorized User represent and warrant that they are at least eighteen (18) years of age (or the age of legal majority in their jurisdiction, if higher) and must be employees, contractors, or other authorized representatives 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.

1.4. Modifications to Terms

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.  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.  Continued use of the Service after the effective date of modifications constitutes acceptance of the revised Terms.

2. ENTERPRISE ACCOUNTS AND ORGANIZATIONAL ADMINISTRATION

2.1. Enterprise Account Creation

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.

2.2. Customer Authorized Users, Invitations, and Teams

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 means only 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.  Customer is responsible for all acts and omissions of its Authorized Users and their compliance with these Terms.

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.

2.3. Entity-Level Permissions and Overrides

The Service may include organizational controls that allow Customer, through its Authorized Users whom it names as designated administrators, to:

  • set default permissions, visibility, and privacy settings at the Customer or Authorized User level; and
  • configure retention and integration settings (including with Global Relay and other systems, where available).

Customer acknowledges and agrees that Customer – not The Tie – is solely responsible for the implementation and consequences of such settings and default permissions.

2.4. Business Email Connectivity and Verification

Customer may connect its business email domain(s) or business email accounts to the Service. Where Customer does so:

  • we may verify domain ownership via DNS, email-based verification, or similar means; and
  • we may indicate within the Service that an organization, domain, or account associated with a verified business email has been “email verified” or similar.

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.

2.5. Accounts and Security

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.

3. ENTERPRISE VERIFICATION (KYB) AND VERIFIED STATUS

3.1. Optional Enterprise Verification 

Customer may, at its sole option, elect to undergo a business verification procedure (the “Enterprise Verification Process”).  The Enterprise Verification Process may be performed by an independent third-party service provider provided 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, representative, or subcontractor of The Tie.

Any information, data, analyses, or verification results collected, generated, or maintained by the Verification Provider in connection with the Enterprise Verification Process are governed solely by the Verification Provider’s terms and privacy practices.  The Tie does not control, access, or receive such information or results except to the extent (a) Customer separately provides them to The Tie, or (b) Customer expressly authorizes the Verification Provider to transmit them to The Tie.

The Enterprise Verification Process (or similar verification process) may include collecting and/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.  The Enterprise Verification Process may also include review of documentation such as a certificate of good standing (or local equivalent) and proof of address.  Verification is intended solely to confirm basic business existence and does not constitute legal, regulatory, financial, or reputational due diligence, nor does it imply 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 any Enterprise Verification Process is true, accurate, complete, and not misleading.

3.2. Verification and Indicators

If Customer successfully completes an Enterprise Verification Process (as determined by us in our sole discretion), we may:

  • designate Customer as a verified entity within the Service; and
  • display a badge, label, or other indicator (e.g., “Verified,” “Enterprise Verified”) on the Enterprise Account and associated User profiles.

The presence or absence of any such indicator does not constitute a guarantee, endorsement, recommendation, or warranty by The Tie regarding Customer, its business, creditworthiness, financial condition, regulatory compliance, or any of its activities.  Third parties should conduct their own independent due diligence and should not rely solely on any verification indicator provided through the Service.

3.3. Changes in Status

We may review or re-assess Customer’s Enterprise Verification status at any time and may remove or modify verification indicators if we believe it is appropriate (for example, if information appears inaccurate or incomplete, legal requirements change, or risk assessments change).

4. TRANSACTION CONFIRMATION ROLES AND AUDIT LOGGING

4.1. Confirmation Roles

The Service permits Customer to designate its Authorized Users to send, receive, acknowledge, and confirm operational instructions and transaction-related communications through the Service (collectively, “Confirmation Roles”).  Confirmation Roles may include Authorized Users responsible for communications relating to (a) transfers of fiat currency or digital assets, (b) trading activity (including spot or derivative transactions), and (c) collateral or margin movements or other financial transactions. 

Confirmation Roles are internal administrative designations only and do not confer any authority, control, or access rights with respect to Customer assets or accounts.  Customer acknowledges and agrees that the Service does not have the capability to execute trades, transfer or withdraw assets, initiate or process payments, or otherwise effectuate any transaction.  The Service does not facilitate, enable, or participate in any such activity, directly or indirectly.

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4.2. Communications vs. Execution

Customer acknowledges that communications and confirmations recorded in the Service (including “confirmed,” “received,” or similar acknowledgements) are for administrative purposes only and are distinct from the execution, settlement, clearing, transfer, or custody of any transaction.

All trading, settlement, custody, payment, and collateral movements occur outside the Service through Customer’s counterparties, custodians, banks, trading venues, or other third-party service providers.  The Service does not initiate, route, execute, settle, clear, or guarantee any transaction.

4.3. Customer Responsibility

Customer is solely responsible for (a) assigning and managing Confirmation Roles, (b) maintaining internal controls and approval workflows, and (c) ensuring that all use of the Service complies with applicable law and Customer’s internal policies.

The Tie does not verify the authority, intent, or accuracy of any communication or confirmation made by an Authorized User beyond standard authentication and Enterprise Account access controls.

4.4. No Custody; No Intermediary Role

The Tie does not hold, custody, control, or possess any fiat currency or digital assets on behalf of Customer and does not act as a broker, dealer, advisor, agent, fiduciary, custodian, or money transmitter.

4.5. Transaction References; Blockchain Review; Audit Log

The Service may allow Authorized Users to associate messages with transaction reference numbers, order identifiers, block references, wallet addresses, hashes, or similar identifiers (collectively, “Transaction References”) to support Customer’s internal workflows and audit logging.

The Tie may acquire and display information that is available on public blockchain networks in connection with Transaction References and audit log functionality in relevant chat.

For clarity, any Transaction Reference, blockchain record, confirmation, acknowledgement, or audit log entry displayed or recorded through the Service does not constitute evidence of execution, settlement, receipt of funds, custody, transfer completion, or performance by any third party.

The Tie makes no representations or warranties regarding the accuracy, completeness, or reliability of any Transaction References or blockchain data and disclaims any liability arising from Customer’s reliance on such information.

5. PERMITTED AND PROHIBITED USES

5.1. Permitted Uses

Subject to these Terms and any applicable order documentation, including electronic onboarding, 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, workflow, and (as configured by Customer) transaction-related approvals and instructions.

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.

5.2. Prohibited Uses

Customer and its Authorized Users agree not to use the Service in any manner that:

  • violates any applicable law, regulation, or court order;
  • infringes or violates any intellectual property, privacy, publicity, or other rights of any person or entity;
  • harasses, abuses, stalks, threatens, defames, or otherwise harms others;
  • involves fraud, misrepresentation, or deceptive practices;
  • interferes with or disrupts the Service or any networks or systems connected to the Service;
  • attempts to gain unauthorized access to the Service, other accounts, or any related systems;
  • transmits malware, viruses, worms, Trojan horses, or other harmful code;
  • collects or harvests personal information of others except as expressly permitted by Customer’s policies and applicable law;
  • uses bots, scripts, or automated means to access the Service, create accounts, or scrape content, except as expressly permitted in writing;
  • reverse engineers, decompiles, or attempts to derive the source code of the Service, except to the extent allowed by law;
  • modifies, removes, or obscures proprietary notices or branding;
  • sells, resells, rents, leases, or sublicenses the Service to any third party; or
  • uses the Service to record or monitor communications without all legally-required consents.

5.3. Content Standards

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.

5.4. Child Safety and Prohibited Conduct

Bridge by The Tie Messenger Service maintains a zero-tolerance policy for child sexual abuse and exploitation (“CSAE”) and child sexual abuse material (“CSAM”).  You may not create, upload, share, store, request, or distribute CSAM, or engage in grooming, enticement, sextortion, trafficking, or any conduct involving the sexual exploitation of minors.

We may remove content, restrict features, suspend or terminate Enterprise or individual User Accounts, and report suspected violations to the National Center for Missing and Exploited Children (NCMEC) and other law enforcement authorities as required by applicable law, including 18 U.S.C. 2258A.  The Service provides an in-app mechanism for Users to report conduct that is suspected to be in violation of this policy.

5.5. Reporting, Blocking and Safety Tools

.  Users can report inappropriate messages, files, images, groups, or accounts to security@thetie.io.

You may also report abuse by emailing bridge-support@thetie.io.  We may provide tools allowing Authorized Users to report, block or mute other users from direct messaging; use of these tools is at your discretion.  We do not provide tools to report a message.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Ownership of the Service

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.  Except for the limited rights expressly granted under these Terms, no rights are granted to Customer or any Authorized User.

6.2. License to Use the Service

Subject to Customer’s compliance with these Terms and any applicable Order Form, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to permit its Authorized Users to access and use the Service solely for Customer’s internal business purposes.

6.3. Customer Content

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 

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.

6.4. Feedback

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.

6.5. 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 such Usage Data does not identify Customer or any individual.

7. PRIVACY, DATA STORAGE, AND SECURITY

7.1. Privacy Policy

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.

7.2. Data Storage

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.

7.3. Data Security

The Tie implements reasonable administrative, technical, and physical safeguards designed to protect 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.

7.4. International Data Transfers

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.

8. GLOBAL RELAY AND OTHER INTEGRATIONS

The Tie currently supports an API-based integration with Global Relay.  If Customer enables the Global Relay Integration, The Tie will, on a best-efforts basis and using commercially-reasonable security and technical safeguards, transmit a copy of all messages and related metadata sent through the Service 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.

The Tie retains copies of messages and related records in accordance with its internal retention practices and applicable law.  However, The Tie does not provide Customer with access to such retained records for compliance, surveillance, supervision, monitoring, or archival purposes, except as otherwise expressly agreed in writing.

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 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.

9. THE TIE AI AND AI FEATURES

9.1. Description of The Tie AI

The Service may include access to an integrated AI assistant (“The Tie AI”), which can:

  • be used to start a chat directly with The Tie AI; and/or
  • be invoked within an existing chat or workspace via commands or prompts (for example, to generate a summary, draft text, or provide general information).

9.2. Limited Access to Chat Content

When The Tie AI is invoked within an existing chat, it does not have independent access to the full chat history or the underlying conversation beyond:

  • the specific text or prompt that an Authorized User explicitly sends to The Tie AI; and
  • any context explicitly and programmatically provided by the Service for that particular interaction.

In practical terms, invoking The Tie AI is functionally similar to an Authorized User separately querying an external AI model and then sharing its output back into the conversation (for example, by screenshot or pasted text), except that the interaction occurs within the Service’s interface.

9.3. Use of AI Providers

To provide The Tie AI, we may use our own models and/or models and infrastructure provided by third-party AI vendors.  AI interactions may be processed outside Customer’s region, subject to our Privacy Policy and any applicable data processing terms.

9.4. Customer Responsibilities and AI Output

Customer understands and agrees that:

  • AI-generated content may be inaccurate, incomplete, or outdated and should not be relied upon as professional, legal, financial, or other advice;
  • Customer and Customer’s Authorized Users are responsible for reviewing AI output and making their own decisions based on their judgment and obligations; and
  • Customer is responsible for ensuring that prompts and AI usage comply with applicable laws, Customer’s internal policies, and these Terms.

10. TERMINATION AND SUSPENSION

10.1. Termination by Customer

Customer may terminate its subscription to the Service in accordance with Section 11.7.  Termination will take effect at the end of the then-current subscription term, unless otherwise required by applicable law.

Discontinuing use of the Service without providing notice of cancellation in accordance with Section 11.7 does not terminate the subscription or relieve Customer of payment obligations.

10.2. Termination or Suspension by The Tie

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:

  • non-payment pursuant to Section 11.6;
  • violation of these Terms; or
  • conduct that The Tie reasonably believes is harmful to the Service, other users, or The Tie’s business interests.

10.3. Effect of Termination

Upon termination of Customer’s access to the Service:

  • Customer’s right to access and use the Service will immediately cease;
  • all outstanding payment obligations through the effective date of termination will remain due and payable;
  • all provisions of these Terms that by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, accrued payment obligations, and dispute resolution provisions; and
  • The Tie may retain copies of Customer’s User Content as required by law, for legitimate business purposes, or in accordance with its data retention policies.

11. SUBSCRIPTION TERM; AUTOMATIC RENEWAL; PRICING; PAYMENT; TAXES; USER CHANGES; CANCELLATION

11.1. Subscription Term

Customer’s subscription to the Service begins on the date Customer first registers for or activates a paid subscription (the “Start Date”).

The length of the initial subscription term (the “Initial Term”) is determined by the billing plan selected at sign-up:

  • if Customer selects monthly billing, the Initial Term is one (1) month beginning on the Start Date.
  • if Customer selects annual billing, the Initial Term is twelve (12) months beginning on the Start Date.

11.2. Pricing and Payment

  • Monthly Billing Plan:  $10 per user per month, billed monthly in advance.
  • Annual Billing Plan:  $5 per user per month, billed annually in advance ($60 per user per year).

All subscription fees are due in advance and are payable by credit card using a valid payment method provided and maintained by Customer.  Customer authorizes Company to charge all applicable subscription fees, including fees for any Renewal Term and any additional 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 or expressly agreed in writing (including pursuant to an Enterprise Agreement providing for invoicing), all fees are non-refundable.

11.3. Taxes

If the Company is required by law to collect or remit US sales 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.

11.4. Automatic Renewal

Unless Customer cancels in accordance with Section 11.7 at least thirty (30) days prior to the end of the then-current term:

  • monthly subscriptions automatically renew for successive one-(1)-month periods; and
  • annual subscriptions automatically renew for successive twelve-(12)-month periods,

(each, a “Renewal Term”), at the Company’s then-current applicable rates.

Customer authorizes Company to charge the fees for each Renewal Term to the payment method on file unless a different invoicing arrangement has been agreed to in writing.

11.5. User Increases; No Seat Reductions; Co-Terminus Alignment

Customer may increase the number of authorized users during an active subscription term.

If Customer adds users during a term:

  • additional users will be billed at the applicable per-user rate in effect at the time added;
  • fees for added users will be prorated for the remainder of the then-current term; and
  • all added user subscriptions will be coterminous with, and expire at the same time as, the then-current subscription term under the applicable Enterprise agreement or order form.

Customer may not decrease the number of Authorized Users during any subscription term.  Reductions in user count, if permitted, 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 user accounts during a term does not reduce Customer’s payment obligations for the number of Authorized Users committed for that term.

11.6. Failed Payments; Suspension; Termination

If a charge to Customer’s payment method is declined, reversed, or otherwise fails for any reason, Company may:

  • reattempt the charge;
  • suspend or restrict access to the Service until payment is successfully processed; and/or
  • terminate the subscription for non-payment if the outstanding amount is not cured within ten (10) days after notice.

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 payment processing fees, chargeback fees, and collection costs.

11.7. Cancellation; Effectiveness

Customer may cancel the subscription by:

  1. logging into Customer’s account and selecting “Manage Subscription” and then “Cancel Subscription;” or
  2. sending an email to finance@thetie.io with the subject line “Subscription Cancellation.”

To avoid automatic renewal, Customer must provide notice of cancellation at least thirty (30) days prior to the end of the then-current term.

Unless otherwise required by applicable law or expressly agreed in writing, cancellation will take effect at the end of the then-current paid term, and Customer will retain access to the Service through that date.

Company will provide confirmation of cancellation stating the effective date of termination.

11.8. Pricing Changes

Company will provide written notice of any increase in subscription fees at least thirty (30) calendar days before the increased fees take effect.  If a price increase exceeds twenty percent (20%) of the fees charged for the immediately-preceding term, Customer may cancel without penalty by providing notice of cancellation within fourteen (14) calendar days after Company provides the price increase notice, and such cancellation will take effect at the end of the then-current term unless otherwise required by applicable law.

11.9. Legal Compliance

This Section is intended to comply with applicable laws and regulations governing automatic renewal and negative option features.  Company will maintain commercially-reasonable processes designed to support such compliance.

12. DISCLAIMER OF WARRANTIES

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 COURSE OF PERFORMANCE. 

No Warranties

THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT: 

  • THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
  • ANY ERRORS OR DEFECTS WILL BE CORRECTED;
  • THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
  • THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.

Third-Party Content

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.

13. LIMITATION OF LIABILITY

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 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: 

  • ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE;
  • ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
  • ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
  • ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
  • ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.

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 AMOUNT YOU HAVE PAID THE COMPANY IN THE PRIOR TWELVE (12) MONTHS (IF ANY); OR
  • $100 USD.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

14. INDEMNIFICATION

Indemnity

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, licensors, 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: 

  • your violation of these Terms;
  • your User Content;
  • your use of the Service;
  • your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right.

Defense

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, provided that such cooperation does not require you to incur material out-of-pocket expenses unless we reimburse you for such expenses. 

15. DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW

Dispute Resolution and Arbitration (IMPORTANT - PLEASE READ CAREFULLY)

15.1. 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.

15.2. 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.

15.3. 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, or to protect intellectual property rights, or (c) where arbitration is prohibited by applicable law that cannot be waived.

15.4. Arbitration Rules and Forum

The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (if applicable) 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.

15.5. 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.

15.6. Opt-out Right

You 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 your name, the email address associated with your account, and that you opt out of the arbitration agreement.  If you opt out, Sections 15.2 through 15.5will not apply to you, but all other provisions of these Terms will remain in full force and effect.

15.7. 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.

16. FORCE MAJEURE

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 Services upon written notice to the other party, and Customer will remain responsible for all fees accrued up to the effective date of termination.

17. JURISDICTION-SPECIFIC PROVISIONS

17.1. Application; Priority

If you reside in (or access the Services from) one of the jurisdictions listed below, the additional terms in this Section 17 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.

17.1.A. European Economic Area (EEA) and United Kingdom (UK)

17.1.A.1. Consumer Rights

If you are a consumer, you may have certain rights under applicable consumer protection laws.  Nothing in these Terms limits those rights.

17.1.A.2. Right of Withdrawal (Cooling-Off Period)

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.

17.1.A.3. Subscriptions; Cancellation

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.

17.1.A.4. VAT/Taxes

Prices displayed to you do not include VAT unless expressly stated otherwise. We do not collect or remit VAT or similar taxes unless required by applicable law.  You are solely responsible for determining and paying any VAT or other taxes that apply to your purchase, except where we are legally required to collect such taxes.

17.1.A.5. Governing Law/Disputes

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.

17.1.A.6. Refund Policy for EEA/UK Consumers

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.

17.1.B. Australia

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.

17.1.C. Canada

Consumer Protection

Nothing in these Terms limits any rights you may have under applicable provincial consumer protection laws that cannot be waived.

17.1.D. United States 

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.

Support and Legal Notices

Customer may send notices to Company at legal@thetie.io (or such other address as Company may provide in the Service).  Notices will be effective when received by Company.

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