Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ThoughtPartnr LLC ("Company," "we," "us," or "our"), governing your access to and use of the ThoughtPartnr platform, the A.I. Thought Widget, and all related services, tools, applications, and content (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" include that organization.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

2.1 ThoughtPartnr Platform

ThoughtPartnr is an AI-powered platform designed to help small and medium-sized businesses gain insights, access educational content, and connect with recommended resource partners such as lenders, consultants, and vendors.

2.2 A.I. Thought Widget

The A.I. Thought Widget is an embeddable AI-powered software-as-a-service ("SaaS") tool that provides intelligent content generation, analysis, and recommendation capabilities. The Widget may be embedded on third-party websites operated by our customers ("Host Sites"). The Widget utilizes artificial intelligence and machine learning technologies, including third-party AI models and APIs, to deliver its features.

2.3 Service Availability

The Service is provided on an "as available" basis and may be updated, modified, or improved at any time without prior notice. Features, functionality, and availability may vary depending on your subscription plan or the configuration chosen by the Host Site operator.

3. Eligibility

You must be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, to use the Service. By using the Service, you represent and warrant that you meet this requirement, that you have the legal capacity to enter into these Terms, and that the information you provide is accurate.

If you are using the Service on behalf of a business, you further represent that you have the authority to act on behalf of that business and to bind it to these Terms.

4. Account Registration and Security

To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at Tpadmin@ThoughtPartnr.com of any unauthorized access to or use of your account. We shall not be liable for any loss or damage arising from your failure to safeguard your account credentials.

5. Subscription Plans and Fees

5.1 Plans

The Service is offered under a freemium model with both free and paid subscription tiers. The features, limitations, and pricing of each plan are described on our website and may be updated from time to time at our sole discretion.

5.2 Payment Terms

Paid subscriptions are billed in advance on a recurring basis (monthly or annually, depending on the plan selected). All fees are quoted in U.S. dollars unless otherwise stated. You authorize us to charge your designated payment method for all applicable fees.

5.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel prior to the renewal date. You may cancel your subscription at any time through your account settings or by contacting us at Tpadmin@ThoughtPartnr.com.

5.4 Refunds

Fees are generally non-refundable except as required by applicable law or as otherwise stated in a specific plan's terms. We may, at our sole discretion, provide refunds or credits on a case-by-case basis.

5.5 Price Changes

We reserve the right to modify our pricing at any time. For existing paid subscribers, we will provide at least thirty (30) days' written notice before any price increase takes effect. Continued use of the Service after a price change constitutes acceptance of the new pricing.

6. Acceptable Use Policy

You agree to use the Service responsibly and lawfully. You agree not to use the Service to:

• (a) Violate any applicable local, state, national, or international law or regulation;
• (b) Generate, store, or distribute content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;
• (c) Infringe upon the intellectual property rights, privacy rights, or other rights of any third party;
• (d) Transmit malware, viruses, or any other malicious code;
• (e) Attempt to gain unauthorized access to the Service, other users' accounts, or any systems or networks connected to the Service;
• (f) Use the Service to develop competing products or services, or to reverse-engineer, decompile, or disassemble any aspect of the Service;
• (g) Use automated tools to scrape, extract, or collect data from the Service beyond what is permitted by your subscription plan;
• (h) Generate content that impersonates real individuals, creates deepfakes, or produces misleading AI-generated content without appropriate disclosure;
• (i) Disrupt the Platform or upload harmful software; or
• (j) Use the Service in any manner that could damage, disable, overburden, or impair the Service.

We reserve the right to suspend or terminate your access to the Service, with or without notice, for any violation of this Acceptable Use Policy.

7. Intellectual Property

7.1 Company IP

The Service, including all software, algorithms, AI models, designs, text, graphics, branding, and other materials, is owned by or licensed to ThoughtPartnr LLC and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited license to use it as described herein. You may not copy, distribute, modify, or create derivative works from the Service or its materials without our prior written consent.

7.2 User Content

You retain ownership of any content, data, prompts, questions, or materials you submit to the Service ("User Content"). By submitting User Content, you grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, and display your User Content solely for the purpose of providing, maintaining, and improving the Service.

7.3 Output Content

Content generated by the Service in response to your inputs ("Output Content") is provided to you for your use subject to these Terms. You acknowledge that AI-generated content may not be unique and that similar or identical output may be generated for other users. We do not claim ownership of Output Content, but we make no guarantees regarding the originality, accuracy, or legal protectability of such content. You are solely responsible for your use of Output Content.

8. AI-Generated Content Disclaimers

The Service provides AI-generated insights, recommendations, and content. You acknowledge and agree that:

• (a) AI-Generated Content Is Not Guaranteed to Be Accurate. The Service uses artificial intelligence, which may produce incorrect, incomplete, or biased outputs. You are solely responsible for reviewing, verifying, and validating all Output Content before relying on or distributing it.
• (b) No Professional Advice. Output Content is provided for educational and informational purposes only and does not constitute legal, financial, medical, tax, or other professional advice. You should consult qualified professionals before making business decisions based on AI-generated outputs.
• (c) Evolving Technology. AI technologies are rapidly evolving. The quality, capabilities, and behavior of the Service may change over time as underlying models are updated or replaced.
• (d) No Guarantee of Availability. Third-party AI services upon which the Service depends may experience downtime, changes in terms, or discontinuation, which may affect the Service's functionality.
• (e) User Responsibility. You are responsible for verifying information and making your own independent business decisions. ThoughtPartnr shall not be liable for any actions taken or not taken based on Output Content.

9. A.I. Thought Widget — Additional Terms

The following additional terms apply specifically to the A.I. Thought Widget when it is embedded on third-party Host Sites:

9.1 Host Site Responsibility

When you interact with the A.I. Thought Widget on a Host Site, please be aware that cookies, analytics tracking (such as Google Analytics), advertising pixels, and other data collection technologies on that Host Site are operated and controlled by the Host Site operator, not by ThoughtPartnr. The Host Site operator's privacy policy and terms of use govern those technologies. ThoughtPartnr is not responsible for the data collection practices of Host Sites.

9.2 Data Processing Through the Widget

When you submit inputs through the A.I. Thought Widget, those inputs are transmitted to ThoughtPartnr's servers and may be processed using third-party AI APIs. ThoughtPartnr's Privacy Policy (not the Host Site's) governs how we collect, use, and protect data submitted directly through the Widget.

9.3 Widget Availability

The availability and functionality of the Widget on any Host Site is subject to the Host Site operator's implementation choices and may vary. ThoughtPartnr does not guarantee continuous availability of the Widget on any third-party site.

10. Resource Partners and Third-Party Services

The Service may recommend or connect you with third-party resource partners, including but not limited to lenders, consultants, vendors, and service providers ("Resource Partners"). You acknowledge and agree that:

• (a) Resource Partners are independent third parties and are not employees, agents, or affiliates of ThoughtPartnr;
• (b) Any engagement with a Resource Partner is subject to that Resource Partner's own terms of service, privacy policy, and agreements;
• (c) ThoughtPartnr does not endorse, guarantee, or assume liability for any Resource Partner's products, services, advice, or conduct; and
• (d) You are solely responsible for evaluating and entering into any relationship with a Resource Partner.

11. Data Privacy

Our collection, use, and disclosure of personal information are governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Service, you consent to the collection and processing of your data as described in the Privacy Policy.

We do not sell your personal data to third parties.

We may collect, use, and share anonymized and aggregated data derived from your use of the Service for purposes including product improvement, AI model refinement, analytics, industry benchmarking, research, and the development of new features. Anonymized data is de-identified and will not identify you or your business personally. Your identifiable data is never used to publicly disclose confidential business information.

For full details on data collection, use, sharing, retention, security, and your privacy rights, please review our Privacy Policy.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THOUGHTPARTNR LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL NOT BE LIABLE FOR ANY BUSINESS DECISIONS MADE USING PLATFORM INSIGHTS, LOSS OF REVENUE OR PROFITS RESULTING FROM RELIANCE ON AI-GENERATED CONTENT, OR ANY DAMAGES ARISING FROM YOUR ENGAGEMENT WITH RESOURCE PARTNERS.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14. Indemnification

You agree to indemnify, defend, and hold harmless ThoughtPartnr LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) your User Content.

15. Dispute Resolution and Binding Arbitration

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at Tpadmin@ThoughtPartnr.com and attempt to resolve the dispute informally for a period of at least thirty (30) days.

15.2 Binding Arbitration

If we are unable to resolve a dispute informally, any controversy or claim arising out of or relating to these Terms or the Service shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Connecticut, and the language of the arbitration shall be English.

15.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of law provisions. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction of the state and federal courts located in Connecticut.

17. Term and Termination

17.1 Term

These Terms are effective as of the date you first access or use the Service and remain in effect until terminated.

17.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us at Tpadmin@ThoughtPartnr.com. Termination does not entitle you to a refund of any prepaid fees. Users may also request deletion of their data in accordance with our Privacy Policy.

17.3 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to, violation of these Terms, non-payment, or conduct that we determine is harmful to other users or the Service.

17.4 Effect of Termination

Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination shall survive, including but not limited to Sections 7 (Intellectual Property), 8 (AI Disclaimers), 12 (Limitation of Liability), 13 (Disclaimer of Warranties), 14 (Indemnification), 15 (Dispute Resolution), and 16 (Governing Law).

18. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated through the Service or via email at least thirty (30) days before they take effect. The Effective Date at the top of this document will be updated accordingly. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and ThoughtPartnr LLC concerning the Service and supersede all prior agreements, understandings, and communications.

19.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.

19.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet or telecommunications failures, or third-party service provider outages.

19.6 Notices

All notices under these Terms shall be in writing. We may provide notices to you via email at the address associated with your account or through the Service. You may provide notices to us at Tpadmin@ThoughtPartnr.com.

20. Contact Information

If you have any questions about these Terms, please contact us at: