Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between you and Theros Tech LLC (“Theros Tech,” “we,” “us,” or “our”) governing your access to and use of our websites, applications, mobile applications, software, APIs, portals, hosted services, digital products, documentation, and other online or technology-enabled services that reference or incorporate these Terms (collectively, the “Services”).

By accessing, downloading, installing, registering for, purchasing, or using any Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Services.

If you use the Services on behalf of a company, organization, government entity, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you and that entity.

These Terms apply to generally available Services provided by Theros Tech unless a separate written agreement expressly states otherwise.

Professional services, custom software development, consulting, implementation, integration, managed services, support services, or other client engagements may also be governed by a Master Services Agreement, Statement of Work, order form, subscription agreement, license agreement, data processing agreement, business associate agreement, or other written contract.

If a separately executed written agreement conflicts with these Terms, the separately executed agreement controls with respect to the subject matter of that agreement.

Submitting a contact form, requesting a proposal, attending a discovery meeting, or communicating with Theros Tech does not by itself create a client, fiduciary, partnership, employment, agency, or professional-services relationship.

You must have legal capacity to enter into a binding agreement in the jurisdiction where you reside or operate.

Unless a specific Service expressly permits use by minors, our Services are intended for adults and authorized business users. You may not use a Service if applicable law prohibits you from doing so.

If you authorize employees, contractors, agents, administrators, or other users to access a Service through your account, you are responsible for ensuring that those users comply with these Terms.

Certain Services may require an account. You agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for maintaining the confidentiality of account credentials, authentication methods, API credentials, recovery information, and devices used to access your account.

You are responsible for activity occurring through your account to the extent permitted by law, including activity by users whom you authorize.

You must promptly notify us if you become aware of suspected unauthorized access, credential compromise, account misuse, or another security incident affecting your account.

Subject to your continued compliance with these Terms and any applicable payment obligations, Theros Tech grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the applicable Services for their intended purpose.

No ownership interest is transferred to you. All rights not expressly granted are reserved by Theros Tech and its licensors.

Your right to use a particular Service may be further limited by an order form, subscription tier, license metric, seat count, usage allowance, geographic restriction, documentation, or app-store usage rule.

If a Service includes downloadable software or a mobile application, Theros Tech grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use that software on devices that you own or control, subject to applicable platform rules and these Terms.

You may not copy, redistribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, derive source code from, circumvent protections applied to, or create derivative works of our software except to the limited extent that applicable law expressly prohibits such restrictions.

Updates, upgrades, patches, bug fixes, new releases, and replacement versions may be subject to these Terms unless separate terms are provided.

Certain mobile applications may request access to device capabilities such as cameras, photographs, files, notifications, Bluetooth, local networks, calendars, contacts, microphones, motion data, location information, biometric authentication, or other device functionality.

We will request permissions only when required or reasonably related to the functionality made available by the applicable application. Your operating system may allow you to approve, deny, or later revoke permissions.

Disabling a permission may cause certain features to become unavailable or operate differently.

Our collection and use of personal information obtained through application permissions is governed by our Privacy Policy and any additional disclosures presented within the applicable application.

If you enable push notifications, SMS, email notifications, or similar communications, you authorize us to send communications related to the applicable Service.

You may disable optional push notifications through your device settings or application preferences. Certain operational, security, legal, account, or transactional communications may still be sent when necessary.

Carrier, messaging, and data rates imposed by your telecommunications provider may apply.

You may use the Services only for lawful purposes and in accordance with these Terms.

You may submit, upload, transmit, store, or otherwise provide information, files, records, content, instructions, configurations, or other materials through certain Services (“Customer Data”).

As between you and Theros Tech, you retain your ownership rights in Customer Data, subject to rights granted to us under these Terms and any applicable written agreement.

You grant Theros Tech a limited right to host, process, transmit, reproduce, display, modify, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, support, and improve the applicable Services, satisfy your instructions, comply with law, or enforce our agreements.

You represent and warrant that you have all rights, permissions, notices, authorizations, and legal bases necessary to provide Customer Data to us and permit us to process it as contemplated by the applicable Service.

Unless Theros Tech expressly agrees otherwise in writing, you must not use a Service to transmit or store data subject to special regulatory, contractual, or security requirements that the Service is not designed to support.

This may include protected health information, payment-card information, government-classified information, regulated financial information, biometric identifiers, export-controlled technical data, highly sensitive authentication data, or other specially regulated information.

If an engagement requires processing regulated information, the parties may execute additional agreements, security requirements, data processing terms, business associate agreements, or other documentation before such information is provided.

Our Privacy Policy explains how we collect, use, store, disclose, and protect personal information.

Additional privacy notices may apply to particular products, applications, jurisdictions, features, or categories of data.

Where required, application-specific privacy disclosures, consent mechanisms, data-retention controls, account-deletion features, or platform disclosures may supplement our general Privacy Policy.

The Services may integrate with, connect to, link to, or depend upon third-party products, APIs, cloud platforms, identity providers, payment processors, app stores, telecommunications services, analytics providers, artificial-intelligence services, or other external services.

Third-party services are governed by their own terms, privacy policies, availability, security controls, and business practices.

Theros Tech is not responsible for third-party services that we do not control, including their availability, changes, suspension, data practices, pricing, functionality, or security.

You are responsible for maintaining any third-party accounts, licenses, permissions, subscriptions, and credentials required for integrations you request.

Some Services may include artificial-intelligence, machine-learning, recommendation, automation, summarization, classification, generation, or decision-support functionality.

Outputs generated by automated systems may be incomplete, inaccurate, outdated, or inappropriate for a particular purpose and should be independently reviewed before being relied upon for material decisions.

Unless expressly agreed in writing, our Services are not intended to provide medical, legal, financial, safety-critical, or other regulated professional advice through automated outputs.

You remain responsible for evaluating outputs, determining whether they are appropriate for your use, and maintaining appropriate human oversight.

The Services, including software, source code, object code, designs, interfaces, architecture, documentation, text, graphics, logos, trademarks, service marks, workflows, templates, audiovisual materials, databases, and other content provided by Theros Tech are owned by or licensed to Theros Tech and are protected by intellectual-property laws.

Except for the limited rights expressly granted by these Terms or another written agreement, no rights are granted by implication, estoppel, or otherwise.

Ownership of custom deliverables developed for a client is governed by the applicable Master Services Agreement, Statement of Work, license agreement, or other written agreement rather than these general Terms.

If you voluntarily provide ideas, suggestions, recommendations, enhancement requests, or other feedback concerning the Services, you grant Theros Tech a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, incorporate, commercialize, and otherwise exploit that feedback without restriction or compensation, provided that we do not identify you publicly as the source without permission.

We may offer beta, preview, early-access, development, experimental, prototype, proof-of-concept, or evaluation features.

Such features may be incomplete, contain defects, change materially, lose data, experience interruptions, or be discontinued without notice.

Beta and preview features are provided for evaluation unless otherwise stated and should not be relied upon for production, safety-critical, or mission-critical use without appropriate safeguards.

We may modify, update, replace, suspend, restrict, discontinue, or change features of the Services from time to time.

We may perform scheduled or emergency maintenance. Although we seek to provide reliable Services, uninterrupted or error-free availability is not guaranteed unless a separately executed service-level agreement expressly provides otherwise.

We are not responsible for failures caused by internet providers, cloud providers, telecommunications networks, third-party platforms, customer environments, force majeure events, or systems outside our reasonable control.

Certain Services may require payment. Pricing, payment schedules, billing terms, usage limits, and renewal terms will be disclosed at purchase or in an applicable order form or agreement.

Unless otherwise stated, fees are quoted in U.S. dollars and exclude taxes, duties, levies, and similar governmental charges.

You are responsible for applicable taxes other than taxes imposed on Theros Tech's net income.

Failure to pay amounts when due may result in suspension or termination of paid Services, subject to applicable law and any controlling written agreement.

If a Service is sold as a recurring subscription, the applicable purchase interface or order form will disclose the subscription period, price, renewal frequency, and cancellation method.

Where permitted by law and clearly disclosed at purchase, subscriptions may renew automatically until cancelled.

You are responsible for cancelling before the applicable renewal deadline if you do not wish to renew.

Additional cancellation, renewal, refund, and consumer-protection rights may apply depending on your jurisdiction and the platform through which you purchased the subscription.

Free trials, promotional pricing, credits, pilot access, or other special offers may be subject to additional terms and eligibility requirements.

Unless applicable law, an app-store policy, or a separate written agreement requires otherwise, amounts paid are non-refundable after the applicable Service has been provided or subscription period has begun.

Purchases made through Apple, Google, or another third-party marketplace may be subject to that marketplace's billing and refund rules.

If you download a Theros Tech application through the Apple App Store, Google Play, Microsoft Store, or another application marketplace, your use of the application is also subject to applicable marketplace rules.

These Terms are between you and Theros Tech, not the marketplace operator, except to the extent a marketplace's terms separately apply.

The applicable marketplace provider is not responsible for providing maintenance or support for our application unless required by applicable law or expressly stated by that provider.

You must comply with applicable third-party terms, including wireless-service, device, platform, and marketplace terms, when using our applications.

For applications distributed through Apple's App Store, you acknowledge that these Terms are between you and Theros Tech and not Apple, and Theros Tech is solely responsible for the application and its content, subject to applicable law.

The license granted for an Apple-distributed application is limited to a non-transferable license to use the application on Apple-branded products that you own or control and as permitted by the applicable Apple usage rules, including any permitted Family Sharing or similar functionality.

Theros Tech, and not Apple, is responsible for providing maintenance and support for the application to the extent required under these Terms or applicable law.

To the maximum extent permitted by law, Apple has no warranty obligation with respect to the application. If an application fails to conform to an applicable warranty for which Apple is legally responsible under its platform terms, Apple's obligations are limited to those expressly imposed by the applicable App Store terms.

Theros Tech, and not Apple, is responsible for addressing claims relating to the application, including product-liability claims, regulatory claims, consumer-protection claims, and intellectual-property infringement claims, to the extent required by applicable law.

You represent that you are not located in a jurisdiction subject to a United States Government embargo or otherwise prohibited under applicable United States sanctions laws and that you are not listed on a United States Government restricted-party list.

Apple and its subsidiaries are intended third-party beneficiaries of the Apple-specific provisions of these Terms and, upon acceptance, may enforce those provisions as third-party beneficiaries where applicable.

You may not access, export, re-export, transfer, or use the Services in violation of United States export-control, sanctions, embargo, or trade-restriction laws.

You represent and warrant that you are not prohibited from receiving the Services under applicable sanctions, restricted-party, denied-party, or export-control requirements.

You must not perform security testing against our Services without prior written authorization.

If you believe you have discovered a vulnerability, security weakness, unauthorized disclosure, or other security issue affecting a Theros Tech Service, please report it to info@therostech.com and avoid accessing, modifying, destroying, or publicly disclosing data beyond what is reasonably necessary to demonstrate the issue.

Submitting a security report does not authorize testing that would otherwise violate these Terms or applicable law.

We may suspend, restrict, or terminate access to a Service if we reasonably believe you have violated these Terms, failed to pay amounts due, created a security risk, exposed us or others to legal liability, misused the Service, or if suspension is reasonably necessary to protect systems, users, or data.

We may also discontinue a generally available Service upon reasonable notice where practicable.

Upon termination, your license to use the affected Service ends. Provisions that by their nature should survive termination will survive, including provisions concerning intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and general legal terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THEROS TECH DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN A SEPARATELY EXECUTED WRITTEN AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, FREE OF HARMFUL COMPONENTS, OR SUITABLE FOR EVERY CUSTOMER, SYSTEM, WORKFLOW, DEVICE, OR USE CASE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THEROS TECH AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEROS TECH'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO A GENERALLY AVAILABLE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO THEROS TECH FOR THAT SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100), UNLESS A SEPARATELY EXECUTED AGREEMENT PROVIDES A DIFFERENT LIABILITY LIMIT.

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Theros Tech and its members, managers, officers, employees, contractors, affiliates, and service providers from claims, damages, losses, liabilities, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your misuse of the Services, violation of these Terms, Customer Data, violation of law, or infringement of another person's rights.

This section does not apply to the extent a claim results from Theros Tech's conduct for which indemnification may not lawfully be imposed on you.

Unless we expressly agree otherwise in a written professional-services agreement, information made available through our website, applications, documentation, software, automated features, or communications is provided for general informational and technology-related purposes.

It is not legal, tax, accounting, medical, financial, investment, regulatory, or other licensed professional advice.

These Terms are governed by the laws of the State of Idaho, United States, without regard to conflict-of-laws principles, except to the extent applicable law requires otherwise.

Any dispute that is not subject to another binding dispute-resolution provision in a separately executed agreement will be brought in a court of competent jurisdiction located in Idaho, and each party consents to the personal jurisdiction of those courts to the extent legally permitted.

Before filing a lawsuit concerning these Terms or the Services, you and Theros Tech agree to make a good-faith effort to resolve the dispute informally where reasonable.

A party seeking informal resolution should provide written notice describing the dispute, relevant facts, and requested resolution. Nothing in this section prevents either party from seeking emergency injunctive relief, pursuing a claim before a limitations period expires, or exercising rights that cannot lawfully be restricted.

We may update these Terms as our Services, business practices, technology, or legal obligations evolve.

When we make material changes, we may provide notice through the applicable Service, website, email, application interface, or another reasonable method where required.

The updated Terms become effective on the date stated in the revised Terms unless applicable law requires a different process.

Your continued use of the Services after updated Terms become effective constitutes acceptance to the extent permitted by law.

You consent to receive agreements, notices, disclosures, transaction information, and other communications electronically where permitted by law.

Electronic acceptance, click-through acceptance, digital signatures, and similar electronic actions may have the same legal effect as handwritten signatures to the extent permitted by applicable law.

You may not assign or transfer these Terms or your rights under them without our prior written consent, except where applicable law provides otherwise.

Theros Tech may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, change of control, or transfer of the applicable Service.

Theros Tech will not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, internet failures, telecommunications outages, utility failures, cyberattacks, upstream provider failures, cloud-service outages, or other force majeure events.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

A failure or delay by Theros Tech to exercise a right or enforce a provision does not waive that right or provision. A waiver is effective only if made expressly by an authorized representative.

These Terms do not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency relationship between you and Theros Tech.

Neither party has authority to bind the other except as expressly agreed in writing.

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the agreement governing your use of the generally available Services covered by these Terms.

They do not replace or modify a separately executed Master Services Agreement, Statement of Work, order form, data processing agreement, license agreement, or other written contract except where that contract expressly provides otherwise.