Effective Date: September 13, 2021

Terms of Service

Welcome to Themis! Our platform provides small and medium size companies with a holistic view of compliance through a single platform to manage policies, procedures, and controls. The platform integrates with the disparate suite of compliance tools that exist across a company in order to instill greater trust with clients, vendors, and regulators. Themis allows compliance teams to make faster and more informed decision with the help of data science and analytics. This website is operated and owned by Ask Themis, Inc. (“Themis”), a Delaware corporation. These Terms of Service constitute a binding legal agreement between you, either in your individual capacity or as a representative of a legal entity or company (the “Company” and, with individual users, “Users”), and Themis. The following terms and conditions, along with Themis’s Privacy Policy (collectively, the “Terms of Service”), govern your access to this website (the “Site”) and your use of our platform (the “Platform”) and all text, graphics, photos, software, audio, video, information, or other materials available through the Site or Platform (“Site Content”). Please read these Terms of Service carefully as they provide important information to you.

Using the Platform

Who Can Use the Themis Platform
To use the Platform, you must be associated with a Company with an active account with Themis (“Company Account”). By accessing or using the Platform, you represent and warrant to Themis that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate, current, and complete; (iii) you will maintain the accuracy and completeness of such information; and (iv) if you are accepting these Terms of Service on behalf of a Company as a Company Representative (as defined below), you have the authority to bind that Company to these Terms of Service. If you do not meet all of these requirements, you must not access or use the Platform.

Account Registration
You may register for a Company Account in your capacity as an administrator, executive, or other designated representative (“Company Representative”) on behalf of a Company. The Company Representative who creates a Company Account is the default owner and decisionmaker for that Company Account (“Account Owner”). The Account Owner may designate other Account Owners or substitute themselves for a new Account Owner at the Account Owner’s option. By registering for a Company Account, the Company agrees to comply with all of the terms and conditions contained within these Terms of Service and any applicable Statements of Work. An individual who uses the Platform in connection with a Company Account (an “Authorized User”) may need to register for an account (a “User Account”) in order to access certain features of the Platform. When registering with the Platform as an individual you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by Themis’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your User Account and refuse any and all current or future use of the Platform (or any portion thereof).

Fees and Payment
By creating a Company Account, you agree to the term, pricing, payment, and billing policies set forth (a) herein, (b) on the Site, and/or (c) if applicable, in a separately executed Statement of Work. The use of various offerings within the Platform may be subject to additional terms as set forth on the Site and/or a separately executed Statement of Work (such additional terms being incorporated herein by reference). All fees paid for the Platform are non-refundable and non-transferable except as expressly provided in these Terms of Service or Statement of Work. All fees and applicable taxes, if any, are payable in United States dollars unless stated otherwise in an applicable Statement of Work. The Company is solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Platform and/or any related transactions (except for taxes assessed on Themis’s net income or personal property) with respect to the Company Account and relevant User Account(s). If for any reason Themis pays any such taxes, duties, or excises, you will reimburse Themis for such taxes, duties, or excises, other than taxes on Themis’s net income. Themis reserves the right to change the prices for use of the Platform or any associated services with fifteen (15) days’ notice to you prior to the next billing cycle, unless otherwise set forth in a Statement of Work.

Term and Termination
The term of your subscription to the Platform (“Themis Subscription”) is as set forth on the Site and in your billing account details. If your selected Themis Subscription requires a recurring subscription fee, your Themis Subscription will automatically renew, unless you change your billing settings to month-to-month, we terminate it, or you notify us by email support@askthemis.com of your decision to terminate your current Themis Subscription at the end of the term. You must cancel any automatically renewing Themis Subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. All fees and charges are nonrefundable, and there are no refunds or credits for partially-used periods. If your Themis Subscription is for a term of 12 months or longer, your subscription is deemed to have begun during the month in which you were first billed by Themis for your Themis Subscription (or, in the event that a Company connects additional Authorized Users to its Company Account or after beginning its subscription, from the month in which Company was first billed for those additional Authorized Users). If you have executed a Statement of Work with Themis, the applicable term and termination provisions shall be as set forth in such Statement of Work.If you breach any of these Terms of Service, Themis will have the right to suspend, disable or terminate your User and/or Company Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. Themis reserves the right to revoke your access to and use of the Platform or to terminate any Statement of Work at any time, with or without cause. In the event Themis terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your User and/or Company Account at any time by sending an email to support@askthemis.com.

Site Content

Site Content includes both Company Content and Themis Content. “Company Content” means any Site Content transmitted or uploaded to the Platform by or on behalf of a Company or its Authorized Users. “Themis Content” means any Site Content that Themis makes available through the Site or the Platform, including any content licensed to Themis from a third party, but excluding Company Content, and any derivatives thereof.

Company Content

You understand and agree that any data, information, or other content that you transmit or upload to the Platform is accessible by the Company to which the Company Account belongs. The Company shall own all of the Company Content. The Company hereby grants Themis a worldwide, royalty-free, non-exclusive license to use the Company Content for the purposes of (i) maintaining and improving the Platform and Site; and (ii) providing Authorized Users with access to and information about customized features, new functionality, partner integrations, special product offers and promotions, newsletters, personal interest pieces, interests for the Themis community, events, elections, and campaigns.The Company hereby also grants Themis a worldwide, royalty-free, non-exclusive license to use any non-identifiable, anonymous, and/or aggregated data regarding Company and its Authorized Users’ use of the Platform (“Associated Data”) for Themis’s marketing purposes, research purposes, and data analysis. You represent and warrant that you own or control all rights in and to the Company Content that you transmit or upload to Themis and that you have the right to grant the licenses granted above to Themis and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. The Company shall be responsible for its Authorized Users’ compliance with the foregoing terms regarding Company Content. 

Third-Party Access
To share any Company Content with a third-party entity, an Account Owner of the Company Account must expressly authorize the transmission of the Company Content using the Company Account’s account settings. The Account Owner may stop sharing Company Content, or limit access to the Company Content, at any time through the Company Account’s account settings. To the extent that you share the Company Content with a third-party entity, you shall be liable for any acts or omissions of such third-party entity that violate these Terms of Service. Themis shall not be liable for the acts or omissions of any third-party entity. Further details about Themis’s limitation of liability may be found in the “Liability Matters and Indemnification” section below.

Themis Content

Ownership
Themis shall own and retain all right, title, and interest in and to the Site and the Platform (except for any licensed content and software components included therein). You agree not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy (including capturing screenshots), alter, modify, or create derivative works of the Site or the Platform or otherwise use the Site or the Platform in any way that violates the use restrictions contained in these Terms of Service. Themis does not grant you any license, express or implied, to the intellectual property of Themis or its licensors. By agreeing to these Terms of Service, you further acknowledge and agree that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Platform is considered Confidential Information (as defined below) of Themis.

Themis Logos and Designs
Themis’s graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Themis in the U.S. and/or other countries. Themis’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without Themis’s prior written permission.

Confidentiality

When you register for the Platform, you and Themis (each as “Disclosing Party”) will disclose certain confidential and proprietary information (“Confidential Information”) to one another (each as “Receiving Party”). “Confidential Information” includes all trade secrets, confidential and proprietary information, and other information and data of the Disclosing Party which is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to the Disclosing Party’s business, operations and properties, including information about the Disclosing Party’s Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. The parties acknowledge that Confidential Information is a valuable, special and unique asset of the Disclosing Party and agree that the Receiving Party will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than as expressly permitted under these Terms of Service or an applicable Statement of Work. To the extent that Receiving Party needs to disclose Confidential Information to its employees and agents, those employees and agents must be bound to maintain the confidentiality of Confidential Information. The Receiving Party shall promptly notify the Disclosing Party in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. The Receiving Party shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use.

Digital Millennium Copyright Act Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Site or the Platform, please notify Themis’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

1) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

2) Identification of the copyrighted work that you claim is being infringed;

3) Identification of the material that is claimed to be infringing and where it is located on the Site or Platform;

4) Information reasonably sufficient to permit Themis to contact you, such as your address, telephone number, and email address;

5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and

6) A statement made under penalty of perjury that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

Themis’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent
Contact: support@askthemis.com

Acceptable Use & Content Standards

As part of your use of the Platform and the Site, you agree not to do any of the following:

(1)   Post, upload, publish, submit or transmit any Company Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, indecent,  abusive, hateful, inflammatory, vulgar,  offensive  or otherwise objectionable; (v) promotes sexually explicit or pornographic  material, or discrimination, bigotry, racism, hatred, harassment or harm against any individual or group including but not limited to race, sex, religion,  nationality, disability, sexual orientation, or age; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances  or advocates, promotes or assists any unlawful act; (viii) causes annoyance, inconvenience, or  needless anxiety or is likely to upset, embarrass, alarm, or annoy any other  person; (ix) is likely to deceive any person, or impersonate any person, or misrepresent your identity or affiliation with any person or organization; (v)  involves commercial activities or sales, such as contests, sweepstakes, and  other sales promotions, barter, or advertising; (vi) gives the impression that it  emanates from or is endorsed by us or any other person or entity, if this is  not the case; or (vii) is, in Themis’s sole discretion, objectionable or exposes Users to harm or liability;

(2)   Use, display, screenshot, copy, upload, transmit, mirror or frame the Platform, or any individual element within the Platform, Themis’s name, any Themis trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Themis’s express written consent;

(3)   Access, tamper with, or use non-public areas of the Platform, Themis’s computer systems, or the technical delivery systems of Themis’s providers, or otherwise attempt to do any of the foregoing;

(4)   Attempt to probe, scan, or test the vulnerability of any Themis system or network or breach any security or authentication measures;

(5)   Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other User of the Platform or staff member of Themis;

(6)   Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Themis or any of Themis’s providers or any other third party (including another User) to protect the Platform, the Site, or Site Content;

(7)   Attempt to access or search the Platform, the Site, or Site Content or download Site Content through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Themis or other generally available third-party web browsers;

(8)   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the Platform to the mobile numbers of people you do not know or from whom you have not received consent to such contact);

(9)   Use or disclose any Confidential Information of Themis, except as otherwise explicitly set forth herein.

(10)       Use any meta tags or other hidden text or metadata utilizing a Themis trademark, logo URL or product name without Themis’s express written consent;

(11)       Use the Platform, the Site, or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;

(12)       Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Site Content to send altered, deceptive or false source-identifying information;

(13)       Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform, the Site, or Site Content;

(14)       Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, Trojan horses, worms, logic bombs, overloading, flooding, spamming, or mail-bombing the Platform or otherwise introduce other material that is malicious or technologically harmful;

(15)       Collect or store any personally identifiable information from the Platform from other Users of the Platform without their express written permission or as otherwise provided for in these Terms of Service;

(16)       Impersonate or misrepresent your affiliation with any person or entity;

(17)       Violate any applicable law or regulation;      

(18)      Use the Platform or Site Content in violation of the data retention or legal hold policies of the Company with whom you are affiliated; 

(19)       Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Themis or its Users, or expose them to liability; or

(20)       Encourage or enable any other individual or entity to do any of the foregoing.Themis will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Themis may involve and cooperate with law enforcement authorities and other third parties as appropriate in prosecuting or taking other related legal actions regarding Users or other Users who violate these Terms of Service or violate laws including intellectual property rights or violations of privacy rights. You acknowledge that Themis has no obligation to monitor your access to or use of the Platform, or to review, edit, or delete any Company Content, but it has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.  Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. You further acknowledge and agree that if Themis determines in its sole discretion that your use of the Platform is in violation of these Terms of Service, Themis may terminate your use of the Platform or restrict your access (temporarily or permanently) to certain features of the Platform.  If you print, copy, modify, download, screenshot, post or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Service, you must, at our option, return, takedown or destroy any copies, uploads, screenshots, posts, or other disclosures of the materials you have made. Any use of the Platform not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Liability Matters and Indemnification.

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE LIABILITY OF THEMIS TO YOU. YOUR USE OF THE SITE AND THE PLATFORM IS AT YOUR OWN RISK.

Disclaimers
THE PLATFORM AND SITE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THEMIS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THEMIS MAKES NO WARRANTY THAT THE PLATFORM OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THEMIS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, PLATFORM OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE PLATFORM OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE PLATFORM. THEMIS DOES NOT WARRANT THE RESULTS OF USE OF THE PLATFORM, AND USERS OF THE PLATFORM ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. USERS OF THE PLATFORM SHOULD NOTE THAT IN USING THE PLATFORM, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD-PARTY INFRASTRUCTURES WHICH ARE NOT UNDER THEMIS’S CONTROL (SUCH AS THIRD-PARTY SERVERS AND THE INTERNET). THEMIS MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD-PARTY INFRASTRUCTURES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THEMIS OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM. YOU UNDERSTAND THAT EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SERVICE, THEMIS DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE PLATFORM, NOR DOES THEMIS MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. THEMIS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Third Party Disputes.  
Any dispute you have with any such third party arising from your use of the Platform, including, without limitation, your employer, is directly between you and such third party, and you irrevocably release Themis (and our directors, officers, subsidiaries, affiliates, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Themis will not, and will not attempt, to reverse or otherwise recover any payment or transaction that is subject to a bona fide dispute.

Indemnity
You agree to defend, indemnify, and hold Themis, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Platform, or your violation of these Terms of Service, including without limitation any breach of any representations or warranties herein, any infringement by you of Themis’s intellectual property rights, and any claim by a third party that the Company Data or infringes such third party’s intellectual property rights.

Themis will defend, indemnify and hold you (and in the case of a Company, your directors, officers, employees and affiliates) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the Platform or any portion thereof infringes any patent, copyright or other intellectual property, proprietary, or other right of any third party.

Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND SITE CONTENT REMAINS WITH YOU. EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER THEMIS OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR SITE CONTENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, PLATFORM INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR PLATFORM, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF PLATFORM OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THEMIS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH HEREIN, IN NO EVENT WILL THEMIS’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO THEMIS FOR USE OF THE PLATFORM OR CONTENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THEMIS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Communications

Communications with Themis
You verify that any contact information provided to Themis, including, but not limited to, your e-mail address, mobile phone number and mailing address (if required) is true and accurate. By providing us with your email address, you agree to receive notices electronically, to that email address. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Themis. You acknowledge that by voluntarily providing your telephone numbers to Themis, you expressly agree to be contacted at the telephone numbers you provide. You consent to receive e-mails, chat messages, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Themis relating to this Agreement, any transaction with Themis, matters related to your User Account, and promotions from Themis. These communications may be made by or on behalf of Themis, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Themis will not be responsible for these charges.  Themis will use your primary login credentials (email address and/or mobile phone number, depending on your chosen registration method) to send you operational communications concerning your User Account, updates concerning new and existing features on the Platform, notifications about product updates and improvements, company and industry news and events, updates from our community, regarding and administering  programs that you or the Company have enrolled in, and communications  connecting you with other Users, if applicable.

Feedback
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at support@askthemis.com or through the “Help” section of the Platform. You acknowledge and agree that all Feedback will be the sole and exclusive property of Themis and you hereby irrevocably assign to Themis and agree to irrevocably assign to Themis all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Themis’s request and expense, you will execute documents and take such further acts as Themis may reasonably request to assist Themis to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General

Modification
Themis reserves the right, at its sole discretion, to modify, discontinue or terminate the Platform or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Service or on the Site or Application. By continuing to access or use the Platform after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Platform.

Controlling Law and Jurisdiction
This Agreement will be interpreted in accordance with the laws of the State of Delaware and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in Delaware for any actions arising out of your use of the Platform or the Site.

Entire Agreement
These Terms of Service constitute the entire and exclusive understanding and agreement between Themis and you regarding the Platform and Site Content, and these Terms of Service, along with any additional terms referenced herein, including any Statement of Work, if applicable, supersede and replace any and all prior oral or written understandings or agreements between Themis and you regarding the Platform.

Assignment
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Themis’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Themis may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by Themis (i) via email (in each case to the address that you provide) or (ii) by posting to the Platform or the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Survival
In the event that your User Account and/or Company Account is terminated by you or by Themis for any reason, any licenses granted herein shall terminate, but your obligations described herein under the Sections titled “Fees and Payment,” “Ownership,” “Confidentiality,” “Disclaimers,” “Indemnity,” and “Limitation of Liability,” as set forth herein, as well as any obligations of yours set forth in the Privacy Policy shall survive any termination or expiration of your use of the Platform or any agreement, including a Statement of Work, between you and Themis, and you will not be entitled to receive any refunds for any prepaid amounts in the event of any early termination.

General
The failure of Themis to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Themis. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting Themis
If you have any questions about these Terms of Service, please contact Themis at support@askthemis.com. You acknowledge and agree that when contacting Themis, whether by email, chat, or otherwise, you will not include any personally identifiable information, other than name and/or contact information, as necessary, in your communications, and that if such information is included in your communications with Themis, Themis will have no legal obligation or liability with regard to such information.