Terms of Service

Last Update: July 22, 2026

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By accessing and using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with these terms, please refrain from using our website and services.

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1. Introduction

Welcome to Theneo!

These Terms of Service ("Terms") constitute a legally binding agreement between You ("User" or "You") and Theneo Inc. ("Company," "we," "our," or "us") governing Your use of our website and of the products and services we make available, including the Theneo API documentation platform (collectively, the "Platform").

Theneo Inc. is a company duly incorporated under the laws of Delaware, with a registered address at 7511 Greenwood Ave North, Seattle, WA 98103.

These Terms apply to all customers of the Platform. Enterprise customers may request and put in place dedicated agreements with Theneo Inc. — including a Master Service Agreement ("MSA"), a Service Level Agreement ("SLA"), and other documents such as a Data Processing Agreement or security addenda — which provide support, availability, and customization levels that differ from those available under these Terms alone.

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2. General Provisions

By accessing or using any part of the Platform — including registering as a user, utilizing any tools or services, or viewing any content — You acknowledge and agree to be bound by these Terms. For account registration, You will be required to confirm that You have read both these Terms and the Privacy Policy ("Privacy Policy") and that You agree to be bound by them.

We may modify these Terms from time to time as described in the Section titled "Entire Agreement, Waiver, and Changes to Terms."

Subject to Your compliance with these Terms, You are granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform for Your internal business purposes or, if You are an individual user, Your own individual purposes. All rights not expressly granted to You are reserved by Theneo Inc.

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3. User Accounts and Eligibility Requirements

Eligibility: To access and use the Platform, You must have the legal capacity to form a legally binding contract under the laws of Your jurisdiction. By using the Platform, You represent and warrant that You meet this requirement. The Platform is intended for business and professional use and is not directed at children.

If You are using the Platform on behalf of a company or other legal entity, You must have the authority to bind that entity to these Terms. In this case, references to "You" or "Your" in these Terms will include both You personally and the entity You represent.

We reserve the right to verify Your eligibility to use the Platform. If we determine that You do not meet the eligibility requirements, we may suspend or terminate Your access to the Platform.

Account Registration: To access and use the Platform, You must first create an account by providing Your full name, email address, and password, and verify Your email address ("User Account").

By creating an account, You agree to:

(i) Provide accurate, current, and complete account information about Yourself ("User Information"), and maintain and promptly update it as necessary;

(ii) Maintain the security and confidentiality of Your login credentials and accept all risks of unauthorized access to Your Account; and

(iii) Notify us immediately if You discover or suspect any security breach related to the Service or Your Account.

You are solely responsible for all activity on Your account. Theneo Inc. is not liable for any acts or omissions by You in connection with Your account, including unauthorized access or misuse. We reserve the right to suspend or terminate Your User Account if we have reasonable grounds to suspect that the information You provide is inaccurate, incomplete, or fraudulent.

All personal information provided in Your User Account will be handled and processed in accordance with Theneo Inc.'s Privacy Policy.

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4. Account Types and Workspace Roles

The Platform supports personal accounts, for individuals using the Platform for their own purposes, and corporate workspaces, which support the following member roles: Admin, Editor, Guest, and Billing Manager. Current role capabilities and permissions are described in the Platform's documentation and Help Center.

With respect to workspaces and roles, You acknowledge and agree that:

• ‍Workspace Admins are in charge of, and responsible for, their workspace. Admins are responsible for accurately assigning, reviewing, and revoking roles (including the Billing Manager role), for ensuring at least one active Admin exists at all times, for overseeing the activity within their workspace, and for the actions of the members they invite. Theneo Inc. provides tools for role management, version history, and rollback, but assumes no liability for misassigned roles, unauthorized role changes made by Admins, content changes made by workspace members, or internal disputes among Admins or members.‍
• Billing responsibility lies with the customer. The Billing Manager (an Admin or another designated individual) is responsible for maintaining valid, up-to-date payment information and for the timely payment of fees. Theneo Inc. assumes no liability for missed payments, service interruptions, or losses resulting from inaccurate billing information or the Billing Manager's inactivity.‍
• Loss of Admin continuity must be reported. If the sole Admin leaves or deactivates their account without appointing a successor, remaining workspace members must notify Theneo Inc. for reassignment of Admin rights. Theneo Inc. is not liable for disruptions caused by the failure to appoint or replace Admins. For assistance with role reassignment, contact hello@theneo.io.‍
• Each user is responsible for their own content and actions. Every user, regardless of role, is individually responsible for the content they create, upload, or import on the Platform; for their actions on the Platform; for the visibility settings they apply to content (public, private, or restricted); and for what they expose to their readers or to the general public. This applies to all content types, including API specifications, non-API content, code samples, custom JavaScript, and custom CSS.

4.1 Third-Party Services

Our Service may contain links to third-party properties and applications. When You click on a link to a Third-Party Property or Third-Party Application, You are subject to the terms and conditions (including privacy policies) of another property or application.

Theneo Inc. has no control over, and assumes no responsibility for, the content, terms and conditions, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Theneo Inc. 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 the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

4.2 2-Factor Authentication

Each Company is strongly advised to enable 2-factor Authentication (2FA) on all corporate accounts. It is the responsibility of each company to ensure that adequate security measures, including 2FA, are in place to protect its accounts and data. If 2FA is not enabled, Theneo Inc. is not responsible for any unauthorized access to, or misuse of, the account to the extent such access or misuse results from compromised, shared, or stolen user credentials that the activation of 2FA would reasonably have prevented.

4.3 Audit Logs and Workspace Analytics

The Platform includes optional audit-log and analytics features that record and display workspace activity — such as sign-ins, IP addresses, content changes, and usage patterns — to help Admins manage security and workspace operations. If You are a member of a workspace, Your activity may be visible to its Admins.

Some jurisdictions treat the review of members' activity as employee monitoring and may require a lawful basis, prior notice, or employee consultation. Your company is responsible for using these features in compliance with applicable law and for providing members any required notices. You may choose not to use these features or, where configuration controls are available, limit or disable them for Your workspace.

Theneo Inc. assumes no liability for a customer's use of audit-log or analytics data, and independently retains activity logs as needed to secure and operate the Platform, as described in our Privacy Policy.

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5. Data Migration

If You wish to migrate Your data from another platform, You may submit a migration request with the information described in our documentation. You are solely responsible for the accuracy of the information You provide, for obtaining any necessary permissions from the previous platform to export and transfer Your data, and for backing up Your data before initiating the migration.

Theneo Inc. will provide reasonable support to assist with migrations; such assistance is available for a subset of users and may not be free of charge.

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6. Marketing and Promotional Use of Company Name and Logo

Subject to this Section, You grant Theneo a non-exclusive, revocable, royalty-free license to use Your company's name, trade name, and logo solely to identify You as a current or former customer of the Services.

We may use Your company's name and logo on our Website, customer lists, presentations, marketing materials, and similar promotional content solely to identify Your organization as a customer. We will not imply that You endorse Theneo, our Services, or any specific product, and we will use Your name and logo in accordance with any trademark usage guidelines You provide to us.

If You do not want us to use Your company's name or logo, or if You later wish to withdraw this permission, You may notify us at hello@theneo.io. We will stop using Your name and logo in new marketing materials within a reasonable period after receiving Your request. We are not required to remove or recall materials that were published, distributed, or printed before we received Your notice.

If a separate written agreement between You and Theneo restricts or prohibits the use of Your company's name or logo, that agreement will control to the extent of any conflict with this Section.

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7. Platform's Purpose and Acceptable Use

The Platform is intended for creating, managing, and publishing API and product documentation, developer hubs, and related developer content. Users may engage in activities such as testing, evaluation, and learning, provided these activities align with the Platform's usage policies and intended purpose.

7.1 Prohibited Conduct

You agree that You will not, and will not permit any third party to:

• Use the Platform for any illegal, fraudulent, or unauthorized purpose, or in violation of any applicable law or regulation;
• Upload, publish, or transmit content that infringes any intellectual property, privacy, publicity, or other rights of any third party;
• Upload, publish, or transmit content that is defamatory, obscene, hateful, harassing, or otherwise objectionable;
• Introduce viruses, worms, malware, ransomware, or any other malicious or destructive code, or use the Platform to distribute or link to the same;
• Send unsolicited communications, spam, or phishing content, or use the Platform to deceive or defraud others;
• Attempt to gain unauthorized access to the Platform, other users' accounts or content, or any connected systems or networks, or bypass any security or access-control measures;
• Probe, scan, or test the vulnerability of the Platform without our prior written authorization;
• Use scrapers, bots, or other automated means to access the Platform, or place an unreasonable or disproportionately large load on our infrastructure;
• Reverse engineer, decompile, or disassemble any part of the Platform, or attempt to discover its source code, except to the extent such restriction is prohibited by law;
• Use the Platform to build, benchmark, or support a product or service that competes with the Platform;
• Resell, sublicense, rent, or lease access to the Platform without our prior written consent;
• Use the Platform to host, store, or distribute content unrelated to the Platform's intended purposes, including using the Platform as a general-purpose file store, media host, or website host;
• Impersonate any person or entity, or misrepresent Your affiliation with any person or entity;
• Use the Platform in connection with any high-risk or strict-liability activity where a failure, error, or unavailability of the Platform could lead to death, personal injury, or severe physical or environmental damage — including, without limitation, the operation of medical or life-support systems, emergency or rescue services, law enforcement operations, air traffic control, nuclear facilities, power plants, or weapons systems. The Platform is not designed, tested, or licensed for such use, and Theneo Inc. disclaims all liability arising from any such use.

Should any activities be found to abuse the Platform's resources, violate this Section, or disrupt the Platform's performance for other users, we reserve the right to restrict or suspend access immediately and without prior notice, remove the offending content, permanently terminate the account, pursue legal remedies, and report misuse to relevant authorities as necessary.

7.2 Custom Domain Management

If You have access to the custom domain feature, You are solely responsible for the proper configuration and ongoing management of Your custom domains — including after a domain is no longer directed to the Platform, when You must remove Platform-related configurations and ensure the domain is not used in a confusing or disruptive manner. Theneo Inc. disclaims all liability arising from Your configuration, management, or use of custom domains, including service disruptions, security incidents, and third-party claims, and may modify, suspend, or discontinue the feature at any time, in which case You are responsible for making any necessary adjustments.

7.3 Custom CSS and JavaScript Features

If You have access to the custom CSS and JavaScript features, You are solely responsible for ensuring that all code You add is valid, secure, free from vulnerabilities, and compliant with applicable laws and security best practices. Theneo Inc. may review, restrict, or remove any custom code it deems malicious, insecure, or otherwise inappropriate, may suspend or terminate violating accounts, and may modify, suspend, or discontinue these features at any time, in which case You are responsible for making any necessary adjustments.

7.4 User Responsibility for Uploaded Content

You are solely responsible for all content You upload, import, create, or display on the Platform — including code samples, custom scripts, and any sensitive information such as tokens, API keys, credentials, or proprietary data — and for the visibility settings You apply to it (public, private, or restricted). Theneo Inc. does not review, monitor, or control Your content and disclaims all liability for damages, unauthorized access, misuse, or security breaches arising from it. You must ensure Your content complies with applicable laws and that sensitive information is adequately protected; Theneo Inc. may remove content or suspend accounts where content violates these Terms or poses a security risk.

7.5 Plan Limits and Fair Use

Each subscription plan is subject to usage limits, which may include limits on users, projects, AI usage or credits, storage, bandwidth, and API requests, as described on the Subscription Page or in the Platform's documentation. You agree to use the Platform within the limits of Your plan and in a manner consistent with fair, ordinary use. If Your usage exceeds the limits of Your plan or places a disproportionate load on the Platform, we may throttle or restrict Your usage, require You to upgrade to an appropriate plan, invoice You for excess usage where applicable, or suspend the affected functionality. We may adjust plan limits from time to time, with material reductions communicated through the Platform or the Subscription Page.

7.6 Developer APIs and API Keys

If You are issued API keys, tokens, or other credentials to access the Platform programmatically, such credentials are confidential and specific to You. You are solely responsible for safeguarding them and for all activity conducted through them, whether or not authorized by You. You must notify us promptly if You suspect that a credential has been compromised. We may impose and modify rate limits on programmatic access, and may revoke, rotate, or suspend credentials at any time where we reasonably believe they are compromised, misused, or used in violation of these Terms. You must not attempt to circumvent rate limits or access restrictions.

7.7 Third-Party Integrations

If You connect a third-party service to the Platform, You represent and warrant that You have all rights, permissions, and authority necessary to connect that service and to grant the Platform the access scopes You authorize. The Platform accesses connected services solely to provide its functionality.

You are solely responsible for the scopes You grant, the content synced through such connections, and compliance with the terms of the connected service. Revoking or restricting access to a connected service may impair or disable the related functionality, for which Theneo Inc. assumes no liability.

7.8 Beta and Preview Features

We may make features available on a beta, preview, early-access, or experimental basis ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE," without warranty of any kind, are excluded from any support or availability commitments (including any Enterprise SLA, unless expressly stated therein), and may be modified, suspended, or discontinued at any time without notice. You use Beta Features at Your own risk, and Theneo Inc. disclaims all liability arising from their use.

8. Customer Content and Ownership

All content, data, documentation, API specifications, and other materials that You upload, create, import, or submit to the Platform ("Customer Content") are and will remain Yours. As between You and Theneo Inc., You retain all right, title, and interest, including all intellectual property rights, in and to Your Customer Content. Theneo Inc. claims no ownership rights over Customer Content.

You grant Theneo Inc. a limited, worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, display, and transmit Customer Content solely as necessary to provide, maintain, secure, and improve the Platform and as otherwise directed by You (for example, publishing documentation You choose to make public). This license terminates when the Customer Content is deleted from the Platform, except to the extent retention is required by law or for routine backups.

You represent and warrant that You have all rights necessary to submit Customer Content to the Platform and to grant the license above, and that Customer Content does not infringe, violate, or misappropriate any third-party rights.

9. Feedback

If You provide suggestions, ideas, improvement requests, or other feedback regarding the Platform ("Feedback"), You grant Theneo Inc. a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and exploit such Feedback for any purpose without restriction or compensation to You. Feedback is provided voluntarily and "AS IS," and Theneo Inc. is under no obligation to use or implement it.

10. Copyright Complaints and Content Takedown

Theneo Inc. respects the intellectual property rights of others and expects its users to do the same. This Section is intended to operate in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"). If You believe that content hosted on or through the Platform infringes Your copyright, please send a written notice to hello@theneo.io (subject: "Copyright Complaint"), including: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the allegedly infringing material and information reasonably sufficient to locate it (including the URL); (iii) Your name and contact details, and a statement that You have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (iv) a statement that the information in Your notice is accurate and that You are the copyright owner or are authorized to act on the owner's behalf.

Upon receipt of a complete notice, we will review it and may remove or disable access to the material in question. We will make reasonable efforts to notify the user who posted the material, and that user may respond with a counter-notice containing information demonstrating that the material is not infringing. Theneo Inc. may, in appropriate circumstances and at its sole discretion, suspend or terminate the accounts of users who repeatedly infringe the intellectual property rights of others.

11. Subscriptions and Payments

The Platform offers various subscription plans with different levels of access and features. Details of the subscription plans, pricing, and access levels are available on the Subscription Page at theneo.io/pricing. You are responsible for reviewing and selecting the plan that best suits Your needs.

• ‍Billing Cycle: Subscription fees are billed in advance on a recurring basis as specified in Your selected plan (e.g., monthly or annually). The billing cycle will start on the date of Your initial subscription and will automatically renew unless canceled in accordance with the cancellation policy outlined below.‍
• Automatic Renewal: The Paid Subscription is automatically renewed. In case You do not want to renew the subscription, You may cancel the subscription at any time. If You participate in a free trial offer for Paid Services, Your membership will automatically be charged as a subscription for Paid Services unless You cancel Your subscription prior to the end of the free trial period.‍
• Charges: All charges are quoted in US Dollars and are subject to applicable taxes, which will be added to the total amount due.‍
• Renewal Pricing: We aim to keep our pricing fair and predictable. Our prices and plans may evolve over time, and subscription fees for a renewal period may therefore differ from those of the prior period. Any price change takes effect only at the start of Your next billing cycle or renewal term — never mid-cycle — and where reasonably practicable, we will give You advance notice of price increases through the Platform, the Subscription Page, or by email. If an updated price does not work for You, You may cancel Your subscription before the renewal date; continuing Your subscription after a change takes effect constitutes acceptance of the updated price.‍
• Payment Method: By subscribing, You authorize Theneo Inc. to charge Your payment method on file, and You are responsible for keeping Your payment information accurate and up to date. Payments are processed through Stripe, a third-party payment processor that complies with the Payment Card Industry Data Security Standard (PCI-DSS); by providing payment information, You consent to Stripe's Terms of Service and Privacy Policy.‍
• Billing Responsibility: If You are an individual user, You are responsible for managing Your subscription and are liable for fees incurred during its term. For corporate accounts, the Billing Manager is responsible for all billing and payment-related functions and is accountable for all transactions associated with the account.‍
• Billing Discrepancies: If You notice any discrepancies or issues with Your billing statement, You must notify us within 30 days of the billing date.‍
• Changes to Subscription: You may modify or cancel Your subscription plan at any time through Your account settings. Changes take effect at the end of Your current billing cycle.‍
• Failed Payments: Payments will be attempted up to 4 times over a one-month period. If payment fails within this period, Your account will be suspended and access to paid features restricted until payment issues are resolved; if unresolved after one month, Your account will be downgraded to the free plan, which constitutes termination of Your paid subscription. Reactivation requires resolving outstanding payment issues, is subject to plan availability, and may require payment of overdue fees.

11.1 Free Plans and Trials

The Platform may be made available free of charge under a free plan, free trial, or similar offering ("Free Offerings"). Notwithstanding anything to the contrary in these Terms: (i) Free Offerings are provided "AS IS" and without warranty of any kind; (ii) Theneo Inc. has no obligation to provide support or availability commitments with respect to Free Offerings; and (iii) Theneo Inc.'s liability with respect to Free Offerings is subject to the Section titled "Limitation of Liability." Nothing in this Section limits any rights You have under applicable data protection law or Theneo Inc.'s obligations under the Privacy Policy and the Data Processing Agreement.

12. Support and Service Levels

Standard Support: We provide support to all customers via email at hello@theneo.io and through in-app channels. We use commercially reasonable efforts to respond to support requests in a timely manner; however, unless separately agreed in writing, we do not guarantee specific response times, resolution times, or availability levels.

Enterprise Support: Enterprise customers may request and put in place dedicated agreements with Theneo Inc. — including an MSA, an SLA, and other documents such as a Data Processing Agreement or security addenda — and receive enhanced support and customization options under those agreements, including availability commitments and defined support response levels as set out in the executed SLA. Enterprise customers should refer to their executed agreements, which control over this Section in the event of any conflict. To request Enterprise agreements or learn more about Enterprise plans, contact hello@theneo.io.

13. Termination and Suspension

• ‍Termination of Free Plan: If You are using the Platform under a free plan, You may discontinue Your use of the Platform at any time without any notice.‍
• Cancellation of Paid Plan: If You are subscribed to a paid plan, You must cancel Your subscription to terminate access to the paid features. Cancellation requests may be submitted through the Platform's subscription management page or by contacting our support team, and are processed at the end of Your current billing cycle; You will retain access to paid features until the end of the billing period for which You have already paid. Payments made for the current billing cycle are non-refundable, and no prorated refunds will be issued for unused time.‍
• Effect of Cancellation — Downgrade, Not Deletion: When a paid subscription is canceled or lapses, Your account is downgraded to the free plan at the end of the billing cycle. Downgrading does not delete Your Customer Content. Your projects and data are retained, subject to free-plan limits and these Terms.‍
• Data Deletion on Request: You may request deletion of Your workspace, projects, or account at any time. Deletion is completed within thirty (30) days of a verified request, in accordance with our Privacy Policy and, where applicable, the Data Processing Agreement. Deletion is permanent, and deleted data cannot be recovered.‍
• Termination and Suspension by Us: We reserve the right to terminate, suspend, or restrict Your account, remove or block Your content, and block Your access to the Platform, in whole or in part, at our sole discretion and without prior notice, for reasons including but not limited to: (a) any breach of these Terms or the Privacy Policy; (b) content or conduct that violates our policies, constitutes or facilitates malicious activity (including malware, phishing, or attempts to compromise the Platform or others), poses a risk to the Platform, its users, or third parties, or is unrelated to the Platform's intended purposes; or (c) any reason to believe that the information provided during registration is inaccurate, incomplete, or fraudulent.‍
• Consequences of Termination: Upon termination of Your account by us for cause, You may lose access to the data and features associated with Your account, and Your Customer Content may be removed in accordance with our Privacy Policy and, where applicable, the Data Processing Agreement. Any outstanding fees must be settled; termination does not relieve You of payment obligations.‍
• Post-Termination: Any provisions of these Terms that by their nature should survive termination shall remain in effect, including provisions related to intellectual property, data handling, disclaimers, indemnity, and limitation of liability.
• All fees and charges paid are final and non-refundable, and are not subject to set-off, credit, or proration — including in the case of cancellation, downgrade, unused subscription time, or termination of Your account in accordance with these Terms.

14. AI Features and Model Improvement

• ‍AI Features: The Platform may include features powered by artificial intelligence or machine learning technologies ("AI Features"), which help generate, summarize, translate, classify, search, or otherwise process Customer Content. When You use these features, the information necessary to provide the requested functionality may be processed by AI service providers acting on our behalf. Unless otherwise stated, Customer Content submitted through AI Features is not used by us or our AI service providers to train general-purpose AI models.‍
• Accuracy and Responsibility: AI Features generate responses based on probabilistic models and may produce inaccurate, incomplete, outdated, or unexpected results. You are solely responsible for reviewing and validating any AI-generated output before relying on or using it in production, regulatory, legal, business, or other important contexts. You remain solely responsible for all Customer Content submitted to AI Features and for any decisions or actions taken based on AI-generated output.‍
• Model Improvement Using Public Documentation: Theneo Inc. maintains the right to use documentation that You have created and chosen to make publicly accessible on Theneo to train and improve Theneo Inc.'s own artificial intelligence and machine learning models, including to enhance the functionality, performance, and accuracy of the Services and to develop new features. By publishing documentation publicly on Theneo, You grant Theneo Inc. a worldwide, non-exclusive, royalty-free right to use such publicly accessible documentation for these purposes. Making previously public documentation private or deleting it ends this use going forward, but does not affect models already trained. We do not use Your private projects, unpublished or restricted-access documentation, account data, or payment information to train our AI models.‍
• Changes to AI Features: We may modify, improve, suspend, replace, or discontinue AI Features, including the underlying AI models or service providers used to deliver such features, at any time as part of the ongoing operation and improvement of the Services. Use of AI Features may be subject to usage limitations and acceptable-use requirements described in our documentation and in the Section titled "Platform's Purpose and Acceptable Use" (including the Plan Limits and Fair Use provisions).‍
• Enterprise Customers: Enterprise customers may enter into separate agreements governing AI Feature usage and limitations, including commitments not to use their content for AI training and AI customization options; where executed, those agreements control.

For more details on how we protect Your data and Your rights regarding data usage, please refer to our Privacy Policy.

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15. Limitation of Liability

Notwithstanding any damages that You might incur, the entire aggregate liability of Theneo Inc. and any of its suppliers under any provision of these Terms, and Your exclusive remedy for all of the foregoing, shall be limited to the amount actually paid by You to Theneo Inc. in the twelve (12) months preceding the event giving rise to the claim or, if You have made no payments to Theneo Inc. (including use of Free Offerings), one hundred US dollars (USD 100).

To the fullest extent permitted by applicable law, in no event shall Theneo Inc. or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, business interruption, personal injury, or loss of privacy) arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms, even if Theneo Inc. or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

The limitations in this Section do not apply to Your indemnification obligations, Your payment obligations, or Your liability arising from Your misuse of the Platform or infringement or misappropriation of Theneo Inc.'s intellectual property rights.

If You are an Enterprise customer, limitations of liability may be separately set forth in the applicable MSA, which will control with respect to that customer.

Nothing in this Section limits Your payment obligations under these Terms or Your indemnification obligations under the Section titled "Indemnity."

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16. Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Theneo Inc., on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.

Without limitation to the foregoing, neither Theneo Inc. nor any of its providers makes any representation or warranty of any kind, express or implied: (i) that the Service will meet Your requirements, achieve any intended results, or be compatible with any other software, systems, or services; (ii) that the Service will be available, uninterrupted, or error-free, or that errors or defects will be corrected; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Theneo Inc. are free of viruses or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such a case, the exclusions and limitations set forth in this Section shall be applied to the greatest extent enforceable under applicable law.

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17. Intellectual Property Rights

Unless otherwise indicated, the Platform and its entire contents, including but not limited to all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"), are proprietary to us or have been licensed to us, and are protected by applicable copyright, trademark, and other intellectual property laws and international conventions. For the avoidance of doubt, "Content" as used in this Section does not include Customer Content, which is addressed in the Section titled "Customer Content and Ownership."

The Content and the Marks are provided on the Platform "AS IS" for Your information and use only. Except as expressly permitted in these Terms, no part of the Platform, the Content, or the Marks may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purposes without our prior express written consent.

Subject to Your compliance with these Terms, we grant You a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and its Content solely for purposes permitted under these Terms. We reserve all rights not expressly granted to You with respect to the Platform, the Content, and the Marks.

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18. Data Protection and Privacy

Personal information provided to or collected through the Platform is handled in accordance with our Privacy Policy. Where Theneo Inc. processes personal data on Your behalf as a processor (for example, personal data contained in Your Customer Content), such processing is governed by our Data Processing Agreement ("DPA"), which is available on our website and is hereby incorporated into these Terms by reference for customers whose use of the Platform is subject to applicable data protection laws.

If You are a consumer residing in the European Union, You will benefit from any mandatory provisions of the consumer protection laws in Your country of residence. Information about Your privacy rights, including rights under the GDPR, and how to exercise them is set out in our Privacy Policy.

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19. United States Legal Compliance

You represent and warrant that:

(i) You are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a "terrorist-supporting" country; and

(ii) You are not listed on any United States government list of prohibited or restricted parties.

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20. Indemnity

You agree to defend, indemnify, and hold harmless Theneo Inc. and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

Your use of and access to the Service, including any data or content transmitted or received by You;

Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties above;

Your violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights;

Your violation of any law, rule, or regulation of the United States or any other country;

Any claim or damages that arise as a result of any of Your Customer Content or any content submitted via Your account; or

Any other party's access and use of the Service with Your unique username, password, or other appropriate security code.

If You are an Enterprise customer, indemnification obligations (including any indemnification by Theneo Inc.) may be separately negotiated and set forth in the applicable MSA, which will control with respect to that customer.

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21. Governing Law and Jurisdiction

These Terms and Your use of the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, excluding its conflict of law principles.

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22. Dispute Resolution

22.1 Binding Arbitration

All disputes, claims, and controversies, whether based on past, present, or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation, or validity of any provision of this Agreement, and the determination of the scope or applicability of Your agreement to arbitrate any dispute, claim, or controversy originating from this Agreement — but specifically excluding any dispute principally related to either party's IP Rights (which will be resolved in litigation before the state and federal courts located in the State of Delaware) — will be determined by binding arbitration seated in Wilmington, Delaware, before a single arbitrator, with hearings conducted by videoconference where the arbitrator permits.

The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys' fees, and arbitration fees and costs). Where no party's claim exceeds $25,000 USD (excluding interest, attorneys' fees, and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply.

The arbitrator will apply the substantive law of the State of Delaware and of the United States, excluding their conflict or choice of law rules.

Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

22.2 Arbitration Procedure

A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

Each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

The appointed arbitrator may award monetary damages and any other remedies allowed by the laws of the State of Delaware. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator's decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in the State of Delaware. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or review.

22.3 Confidentiality

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, and the arbitrator's decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator's decision or its enforcement; (c) either party may disclose the arbitrator's decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as required by law.

22.4 Conflict of Rules

In the case of a conflict between the provisions of this Section and the AAA Rules, the provisions of this Section will prevail.

22.5 Class Waiver

To the extent permitted by law, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated, or representative action. Disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

22.6 No Jury Trial

If, for any reason, a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

22.7 Time Limit on Claims

To the extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the use of the Platform must be filed within one (1) year after such claim or cause of action arose, or be permanently barred.

22.8 Small Claims and Coordinated Filings

Nothing in this Section prevents either party from bringing an individual claim in small claims court where the claim qualifies. In fairness to both parties, if twenty-five (25) or more demands for arbitration raising similar claims are filed against either party by or with the assistance of the same or coordinated counsel or organizations, the claims will be administered in batches of up to fifty (50) demands per batch — with a single arbitrator, one set of administrative and filing fees, and one consolidated hearing per batch — unless the parties agree on a different approach. The arbitrator's decision in a batch applies only to the claims within that batch. Nothing in this Section authorizes class or collective arbitration.

23. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) where such failure or delay results from causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, fire, flood, severe weather, earthquake, war, terrorism, riots, civil disturbances, strikes or labor disputes, power or Internet failures, denial-of-service or similar attacks, failures of third-party hosting or telecommunications providers, epidemics or pandemics, or any law, order, or action of any governmental authority. The affected party shall use reasonable efforts to resume performance as soon as practicable.

24. Assignment

Neither party may assign or transfer this Agreement, or any of its rights or obligations under it, without the prior written consent of the other party. That said, either party may assign this Agreement, without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and Theneo Inc. may assign this Agreement to an affiliate. Any assignment made otherwise than as permitted by this Section is void. This Agreement benefits and binds the parties and their permitted successors and assigns.

25. Severability

If any provision of these Terms becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction by reason of the scope, extent, or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken, and the remainder of these Terms shall continue in full force and effect.

26. Entire Agreement, Waiver, and Changes to Terms

These Terms, together with the Privacy Policy, the Data Processing Agreement (where applicable), and any additional terms communicated for specific features or campaigns, constitute the entire agreement between You and Theneo Inc. with respect to the Platform and supersede all prior or contemporaneous communications, proposals, and representations, whether oral, written, or electronic, with respect to the Platform. For Enterprise customers, any executed MSA, SLA, or other dedicated agreement forms part of the agreement between the parties and controls over these Terms in the event of a conflict.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

We may add, change, or remove features of the Service from time to time, and may suspend the Service entirely, in which event we will notify You in advance unless extenuating circumstances, such as safety or security concerns, prevent us from doing so.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Revised Terms are effective upon posting to the Website, and the "Last Update" date above will reflect the most recent revision. For changes that materially affect Your rights or obligations, we will notify You in advance by email or through the Platform, and — for material changes to the Dispute Resolution section or other changes where affirmative consent is required by applicable law — we will ask You to accept the revised Terms (for example, by click-through) before Your continued use of the Platform. Changes do not apply retroactively.

By continuing to access or use our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service.

27. Contact Us

If there are any further questions, queries, concerns, or complaints in relation to these Terms, please contact us at:

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Theneo Inc.

7511 Greenwood Ave North, Seattle, WA 98103, United States

hello@theneo.io

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