Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Thorbis, Inc., a Delaware corporation (“Thorbis,” “we,” “us,” or “our”) and govern your access to and use of the Thorbis platform, websites, mobile applications, and related services (collectively, the “Service”).

By creating an account, accepting an order, clicking “I agree,” or using the Service, you accept these Terms. If you accept on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

You must be at least 18 years old and able to form a binding contract to use the Service. These Terms incorporate by reference the documents linked throughout, including the Privacy Policy, Acceptable Use Policy, Payments & Money-Movement Terms, AI Disclosure, and any order form or plan you select. If you do not agree, do not use the Service.

• “Customer” or “you” means the business that subscribes to the Service.
• “Authorized Users” means your employees, contractors, and agents you permit to use the Service.
• “Your End Customers” means the homeowners, businesses, and other people your business serves and whose information you process through the Service.
• “Customer Data” means data you and your Authorized Users submit to or generate in the Service, including records about Your End Customers.
• “Third-Party Services” means services not provided by us that you connect to or use through the Service (for example, payment processing, banking, telephony, and mapping providers).

Subject to these Terms and your payment of fees, Thorbis grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business purposes.

You agree not to:

• copy, modify, distribute, sell, lease, or create derivative works of the Service;
• reverse engineer, decompile, or attempt to extract source code, except where that restriction is prohibited by law;
• access the Service to build a competing product, or to benchmark without our written consent;
• circumvent usage limits, rate limits, security, or access controls, or access another customer's data;
• use the Service in violation of the Acceptable Use Policy or applicable law.

We may update, improve, or change the Service over time. We may also add, modify, or remove features. We will not materially reduce the core functionality of a paid plan during your then-current term without notice.

You are responsible for your account, for all activity under it, and for your Authorized Users' compliance with these Terms. Keep credentials confidential, use the security features we provide, and notify us promptly of any unauthorized use at security@thorbis.com.

You are responsible for determining each Authorized User's access and permissions within the Service. You remain responsible for actions taken under your account, including by your Authorized Users and by automated features you enable.

Thorbis is offered as a single plan, “Thorbis One,” at $299 per month per company. The plan includes every product feature and unlimited Authorized Users — there are no per-seat, per-technician, per-customer, or per-job license charges. The plan is month-to-month, and you may cancel at any time, effective at the end of the current billing period.

Included monthly utility allowance

Your plan includes a $100 monthly utility allowance that is applied as a credit toward eligible metered usage (described below). The allowance resets each billing period. It does not roll over, has no cash value, is not redeemable or refundable, and applies only to eligible usage meters — not to the base subscription or to third-party processing fees.

Usage meters

Certain communications, AI, storage, and platform-usage features are metered and billed in addition to the base plan, to the extent they exceed your included allowances. Current rates:

Renewal, taxes, late payment

• Subscription and usage fees are billed in advance or in arrears as described at checkout, by the payment method on file. The plan renews automatically each period until cancelled.
• Fees are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes, excluding taxes on our net income.
• We may change plan pricing or meter rates prospectively with at least 30 days' notice; changes take effect at your next billing period.
• Except where required by law, fees are non-refundable. Past-due amounts may incur reasonable late fees and may result in suspension after notice.

As between you and us, you own your Customer Data. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide and improve the Service, to provide support, to maintain security, and as otherwise permitted by the Privacy Policy and Data Processing Addendum.

You are responsible for your Customer Data and for how you use the Service, including obtaining all rights and consents needed to collect, store, and communicate with Your End Customers. You are solely responsible for compliance with laws that apply to your business and to your communications — including, without limitation, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state telemarketing and messaging laws, consumer-protection laws, and laws governing employment, payroll, lending, and tax.

The Service integrates with Third-Party Services that you choose to enable, such as payment processing, payouts, bank linking, financing, telephony, email, and mapping. Your use of a Third-Party Service is governed by that provider's own terms, and we are not responsible or liable for Third-Party Services or for their acts or omissions.

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms. We may suspend or limit access to protect the Service, other customers, or third parties, or to comply with law, as described there.

Thorbis and its licensors own all rights in the Service, including its software, design, content, and trademarks. Except for the limited rights granted to you, no rights are transferred. You may not use our marks without permission.

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

Each party may access the other's confidential information. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and disclose it only to those who need to know and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully received from another source, or to disclosures required by law.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THORBIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.

The Service provides software tools, calculations, drafts, suggestions, and AI-assisted output. These are not legal, financial, accounting, tax, payroll, lending, or other professional advice, and are provided for your review and decision. You are responsible for reviewing outputs (including AI-generated content) before relying on or acting on them. See the AI Disclosure for more.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO THORBIS FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party's liability for its own gross negligence, willful misconduct, or fraud, or to amounts that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations, so some may not apply to you.

You will defend, indemnify, and hold harmless Thorbis and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Data; (b) your use of the Service; (c) your communications with, or services to, Your End Customers and employees, including any claim under the TCPA or other communications, consumer-protection, employment, lending, or tax laws; (d) your violation of these Terms or applicable law; or (e) your use of any Third-Party Service.

These Terms apply while you use the Service. You may cancel at any time, effective at the end of the current billing period. Either party may terminate for the other's material breach not cured within 30 days of notice. We may suspend access immediately where necessary to protect the Service, other customers, or third parties, or to comply with law.

On termination, your right to use the Service ends and outstanding fees become due. You may export Customer Data for 30 days after termination; after that, we may delete or anonymize it, subject to legal retention requirements and the Privacy Policy. Provisions that by their nature should survive (including ownership, confidentiality, disclaimers, liability limits, indemnification, and dispute resolution) survive termination.

Except for the matters below, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration rather than in court. You and Thorbis waive the right to a jury trial and the right to participate in a class, collective, or representative action. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

These Terms, and any dispute, are governed by the laws of the State of Georgia, excluding its conflict-of-laws principles, except that the internal corporate affairs of Thorbis are governed by the laws of the State of Delaware. To the extent a claim proceeds in court rather than arbitration, the exclusive venue is the state courts located in Pickens County, Georgia and the United States District Court for the Northern District of Georgia, Gainesville Division, and each party consents to personal jurisdiction there.

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or in the Service) before they take effect. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance. If you do not agree, stop using the Service and cancel.

• Entire agreement: these Terms and the documents they incorporate are the entire agreement between you and us and supersede prior agreements on the subject.
• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Severability: if any provision is unenforceable, the rest remains in effect.
• No waiver: failure to enforce a provision is not a waiver.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices: legal notices to us must be sent to the address and email in Section 18; we may notify you through the Service or your account email.
• Independent contractors: the parties are independent; these Terms create no agency, partnership, or joint venture.

Questions or legal notices regarding these Terms: legal@thorbis.com.

Thorbis, Inc., Pickens County, Georgia, United States. Mailing address available on request to legal@thorbis.com.