Effective Date: September 2, 2022

Terms of Service

Welcome to Themis! Our platform provides our customers 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. 

Introduction

Who Can Use the Themis Platform
This website is operated and owned by Ask Themis, Inc. (“Themis”), a Delaware corporation. The following terms and conditions (the “Terms of Service”) govern your access to our websites, including but not limited to https://www.askthemis.com/ (the “Site”), and your use of our platform (the “Service”).

Our users can be placed into two categories: 

• We call general users of the Site “Site Visitors.”

• Individual users who use the Service as part of a paid Themis subscription plan are called “Subscribers.” The specific Service features and functionalities which are available to Subscribers is determined by the specific terms between Themis and the organization, such as your employer or another entity or person, that entered into a separate agreement that governs the delivery, access, and use of the Service (the “Customer” and the “Customer Agreement”).

We refer to these three types of users collectively as “Users” or “you” for purposes of these Terms of Service. Regardless of what type of User you are, these Terms create a legal agreement directly between you and Themis. There are some portions of these Terms of Service which apply only to our Subscribers and not to Users who are only Site Visitors; those sections are labeled “Subscribers Only.” 

Please read these Terms of Service carefully as they provide important information to you. By accessing or using the Service and Site, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you are not permitted to access or use the Service or Site. 

A few important highlights of these Terms of Service include:

Limited Liabilities. You understand that we offer no warranties, and our liabilities are limited (See Section 6). 

Communication About New Features and Products. If you provide us with your email address or phone number (or activate your Account using a referred email address), you agree to receive, as applicable, emails, chats, calls, and text messages from us with information relating to your Account, new and existing features, product updates and improvements, company and industry news and events, community updates and communications  connecting you with other Members and volunteers (See Section 10).

Modification. You understand that we may change these Terms of Service or any portion of the Service at any time. Your continued use of the Service constitutes your acceptance of any modified Terms of Service (See Section 11). 

1. Eligibility and Scope.
1.1 Access to the Site and Service.
To use the Site, the Service, or both, 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 a Subscriber, you have been authorized by the applicable Customer to access the Service pursuant to a Customer Agreement. If you do not meet all of these requirements, you must not access or use the Service.

2. Account Registration and Use (Subscribers Only).
2.1 Accounts and Account Administrators.
To access the Service and Site, you must register for a Themis account (an “Account”) by creating a username and password. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your Account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Themis is entitled to rely on your instructions.

2.2 Unauthorized Account Use.
You are responsible for notifying us at [EMAIL] if you become aware of any unauthorized use of or access to your Account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account. Themis will not be liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your credentials or your Account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Themis or a third party due to someone else using your Account. In the event that the Account Administrator or Customer loses access to an Account or otherwise requests information about an Account, Themis reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such Account in its sole discretion.

3. Our Proprietary Rights.
The Service and Site are owned and operated by Themis and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Themis and its partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Site are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Site. You acknowledge that the Service and Site have been developed, compiled, prepared, revised, selected, and arranged by Themis and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Themis and such others. You agree to protect the proprietary rights of Themis and to comply with all written requests made by Themis to protect its and others’ contractual, statutory, and common law rights in the Service and Site. You agree to notify Themis immediately upon becoming aware of any claim that the Service and Site infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Site shall, as between you and Themis, at all times be and remain the sole and exclusive property of Themis. Any unauthorized use of any material contained on or through the Service and Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

4. Subscriber Content; Feedback.
4.1 Subscriber Content.
The Service allows Subscribers to upload documents, images, information, and other content (collectively, “Subscriber Content”) and to share that Subscriber Content with others. Subscriber Content is owned and controlled by the Customer as set forth in the introduction to these Terms of Service and the Customer Agreement. Themis maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber Content is in violation of the Customer Agreement or these Terms of Service; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer. To the extent there is any conflict between these Terms of Service and the Customer Agreement, the terms under the Customer Agreement shall control. 

4.2 Feedback.
The Service and the Site may have certain features that allow you to submit comments, suggestions, ideas, information, and other materials (collectively, “Feedback”) to Themis and share such Feedback with other users, or the public. By submitting Feedback to us, you grant Themis a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Themis marketing materials and where required to do so by law or in good faith to comply with legal process). 

4.3 Representations.
You acknowledge and agree that you have all required rights to submit Subscriber Content and Feedback without violation of any third-party rights. You understand that Themis does not control, and is not responsible for, Subscriber Content or Feedback, and that by using the Service, you may be exposed to Subscriber Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that Subscriber Content and Feedback may contain typographical errors, other inadvertent errors, or inaccuracies. You agree that you will indemnify, defend, and hold harmless Themis for all claims resulting from Subscriber Content or Feedback you submit through the Service, the Site, or both. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

5. Access to the Site and Service; Use Restrictions.
5.1 Limited Right of Access.
Subject to your compliance with these Terms of Service, we grant you a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Service and Site only for your own internal use (or, for Subscribers, uses authorized by the Customer), and only in a manner that complies with all legal requirements that apply to you or your use of the Service and Site, including our [[Privacy Policy]]. Themis may revoke this right at any time, in its sole discretion.

5.2 Disruption of the Service.
You may not: (a) access, tamper with, or use non-public areas of the Service and Site, Themis’s computer systems, or the technical delivery systems of Themis’s providers; (b) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure; (c) access or search the Service and Site by any means other than Themis’s publicly supported interfaces (for example, “scraping”); (d) attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g., using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or (e) interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Site, or by scripting the creation of Subscriber Content in such a manner as to interfere with or create an undue burden on the Service and Site.

5.3 Misuse of the Service and Site.
You may not utilize the Service and Site to carry out, promote or support: (a) any unlawful or fraudulent activities; (b) the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others; (c) activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking; (d) the publishing or posting of other people’s private or personal information without their express authorization and permission; (e) the sending of unsolicited communications, promotions advertisements, or spam; (f) the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or (g) the promotion or advertisement of products or services other than your own without appropriate authorization.

5.4 Subscriber Content Standards Within the Service and Site.
You may not post any Subscriber Content on the Service or Site that: (a) violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity; (b) is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking; (c) contains any personal information of minors; (d) contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without Themis’s prior written consent granted as part of a Customer Agreement; (e) contains viruses, bots, worms, or similar harmful materials; or (f) contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.

5.5 Themis Remedies.
In addition to any other remedies that may be available to us, Themis reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your Account or your access to the Service or Site, upon notice and without liability for Themis should you fail to abide by the rules in this Section 5 or if, in Themis’s sole discretion, such action is necessary to prevent disruption of the Service or Site for other users. If you are a Subscriber, Themis reserves the right to notify the Customer’s Account Administrator(s) or other Customer representative(s) of any violations of these Terms of Service.

6. Digital Millennium Copyright Act Notice.
6.1 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service or Site, 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:
(a) an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work that you claim is being infringed;
(c) identification of the material that is claimed to be infringing and where it is located on the Service or Site;
(d) information reasonably sufficient to permit Themis to contact you, such as your address, telephone number, and email address;
(e) 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
(f)  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.

6.2 Themis’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention: Copyright Agent
Contact: support@askthemis.com

7. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY.
THE SERVICE AND SITE AND SUBSCRIBER CONTENT, WHETHER PROVIDED BY THEMIS, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE AND SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, THEMIS DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICE AND SITE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF SUBSCRIBER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE AND SITE OR THE SERVER(S) THAT MAKE THE SERVICE AND SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL THEMIS OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND SITE, ANY MATERIALS, ADVICE, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE AND SITE, OR ANY LINK PROVIDED ON THE SERVICE AND SITE, WHETHER OR NOT THEMIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE SERVICE OR SITE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100. THEMIS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE AND SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND SITE, AND THEMIS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE AND SITE. THEMIS WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others. 

8. Indemnity.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD THEMIS AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND SITE, YOUR CONNECTION TO THE SERVICE AND SITE, YOUR VIOLATION OF THE TERMS OR THEMIS’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF SUBSCRIBER CONTENT TO THE SERVICE AND SITE, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

9. Third Parties.
9.1 Third-Party Services and Links.
The Service and Site may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Themis is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Themis shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

9.2 Third-Party Disputes.
Any dispute you have with any such third party arising from your use of the Service or Site, 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.

10. Communications
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 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 Account, updates concerning new and existing features on the Service, notifications about product updates and improvements, company and industry news and events, updates from our community, and regarding and administering  programs that you or the Customer have enrolled in.

11. Modification.
Themis reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Site (or any part thereof), with or without notice. You agree that Themis shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Site.

12. General.
12.1 Governing Law.
These Terms of Service shall be construed in accordance with and governed by the laws of New York notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of New York City, New York, and you and Themis consent to the exclusive jurisdiction of such courts.

12.2 Force Majeure.
Under no circumstances shall Themis or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

12.3 No Waiver.
No waiver of any provision of these Terms of Service will be binding unless in writing, no waiver of any provisions of these Terms of Service will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Themis to exercise or enforce any right or remedy in these Terms of Service does not waive that right or remedy. If a court of competent jurisdiction finds any provision of these Terms of Service to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service will remain in full force and effect.

12.4 Third-Party Beneficiaries.
You agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to these Terms of Service.

12.5 Statute of Limitations.
Except where such a waiver is prohibited by state law, any claim or cause of action arising out of or related to the use of the Service and Site and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.6 Miscellaneous.
These Terms of Service (and all terms and conditions incorporated herein) constitute the entire agreement between you and Themis and govern your use of the Service and Site, and supersede any prior agreements between you and Themis on the subject matter. These Terms of Service, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms of Service, and any rights or licenses granted hereunder, may be assigned or delegated by Themis without restriction. These Terms of Service bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms of Service may not be modified by an oral statement by a representative of Themis. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms of Service. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Service and Site for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Any provision of these Terms of Service that by its nature is reasonably intended to survive beyond termination of these Terms of Service shall survive.