Terms and Conditions of Use

Last Updated: April 24, 2024

Thank you for using Thalamus. These Terms and Conditions of Use (this “Agreement”) is a legal contract between you and SJ Medconnect, Inc., d/b/a Thalamus (“Thalamus” or “we” or “us” or “our”) and governs your use of our websites, including but not limited to this website www.thalamusgme.com and all digital assets within this website (“Website”) and our applications and platforms and any offline activities or related software, documentation, and products owned, controlled or offered by Thalamus (collectively, our “Services”), except as described below. If you are a customer or partner (including customers of partner) of Thalamus (“Customer”), this Agreement also applies to your organization and your organization’s users (“End Users”) to the extent that you’ve integrated your application or services with our Services or otherwise provided information of End Users to Thalamus. Please read this Agreement carefully. The terms “you” and “user” will refer to all individuals and entities that access the Services.

If you are using the Services on behalf of an organization, you are agreeing to this Agreement for that organization and your promise to us that you have the authority to bind that organization to this Agreement, and that you have obtained all necessary consents and provided necessary notices in order to provide information to us on behalf of your organization. In that case, “you” and “your” will also refer to that organization, wherever possible.

BY PROVIDING INFORMATION TO US, BROWSING, REGISTERING FOR, ACCESSING, INSTALLING OR USING OR BROWSING THE SERVICE, INCLUDING ANY UPDATES, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND OUR PRIVACY POLICY. If you do not agree to all of the terms of this Agreement or our Privacy Policy, do not provide information to us, browse, register for, access, install or use any of the Services.

1. UPDATES; NOTICE

Thalamus may modify these terms and post a copy of the amended Agreement at www.thalamusgme.com/terms, and potentially at other applications or platforms associated with the Services. We recommend that you periodically check these terms for changes. By accessing, browsing and/or using the Services after any updates to the Agreement have been posted, you agree to be bound by the updated terms. If you do not agree to (or cannot comply with) the amended Agreement, your only remedy is to stop using or accessing the applicable Services.

2. ARBITRATION NOTICE

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTES AND ARBITRATION CLAUSE IN SECTION 24, YOU AGREE THAT DISPUTES BETWEEN YOU AND THALAMUS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Please see Section 24: Arbitration for additional information.

3. ADDITIONAL TERMS

Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. To the extent the terms, guidelines, and rules stated elsewhere conflict with the terms of this Agreement, such terms shall prevail solely with respect to such features. In all other situations, the terms of this Agreement shall govern.

4. EXISTING AGREEMENTS

If you have entered into a separate written agreement with Thalamus for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement with respect to the Services specified in such agreement.

NOTWITHSTANDING THE FOREGOING SENTENCE OR ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT, IN THE EVENT THAT (I) YOU HAVE PREVIOUSLY ENTERED INTO A SEPARATE WRITTEN “ORDER FORM” OR “STATEMENT OF WORK” WITH THALAMUS FOR THE PAID USE OF THALAMUS’S “CEREBELLUM” OR “CORE” SERVICES, AND (II) YOU NOW WISH TO USE SUCH SERVICES FOR FREE THROUGH A LINK OR OTHER INVITATION PROVIDED TO YOU BY THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES (“AAMC”), YOU UNDERSTAND AND AGREE THAT (A) SUCH PRIOR ORDER FORM OR STATEMENT OF WORK IS HEREBY TERMINATED AND SUPERSEDED AND OF NO FURTHER FORCE AND EFFECT (BUT ONLY WITH REGARDS TO THE CORE AND CEREBELLUM SERVICES), AND (B) THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN SUCH ORDER FORM OR STATEMENT OF WORK WITH RESPECT TO THE CORE AND CEREBELLUM SERVICES. FURTHER, NOTWITHSTANDING THE PRIOR SENTENCE, TO THE EXTENT YOU HAVE ENTERED INTO A MASTER SERVICES AGREEMENT OR CLIENT SERVICES AGREEMENT WITH THALAMUS (EITHER OF THE FOREGOING, A “SEPARATE AGREEMENT”), TO THE EXTENT SUCH SEPARATE AGREEMENT, BY ITS TERMS, WOULD HAVE TERMINATED DUE TO TERMINATION OF THE ORDER FORM OR STATEMENT OF WORK EXECUTED IN CONNECTION THEREWITH, SUCH SEPARATE AGREEMENT IS HEREBY AMENDED SUCH THAT THE SEPARATE AGREEMENT REMAINS IN FULL FORCE AND EFFECT UNTIL TERMINATED FOR OTHER REASONS; PROVIDED THAT, FOR CLARITY, YOUR ACCESS TO CORE AND CEREBELLUM WILL BE SOLELY GOVERNED BY THIS AGREEMENT.

5. AGE REQUIREMENT

You must be at least 16 years of age to enter into this Agreement and to register for use of the Service. If you are over the age of 16 but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), you will need to obtain your parent or guardian’s consent before you use the Service; if you are a parent or guardian and you provide consent for your child’s registration with the Service, you agree to be bound by this Agreement with respect to your child’ use of the Services.

6. SERVICES

A. Service Description

The Service provides an online platform designed to enhance elements of the application review, interview scheduling and “Matching” processes currently utilized to facilitate application to graduate medical education (“GME”) and other educational training programs (e.g. dentistry, pharmacy, etc.). Specifically, our Service may be used to facilitate better information exchange, connection, interview scheduling, travel arrangements, and related connections and services among graduate medical residency and fellowship applicants (“Applicants”) with residency and fellowship program directors, program coordinators, faculty and other administrators (“Administrators”) and Personnel (together with Administrators, the “Program Staff”) at training programs (“Programs”) throughout the United States.

B. Accessing the Service

You may register for Service accounts, learn about and/or use the Service at the Website. You may also be able to access the Service via a downloadable mobile application on compatible versions of your iPhone®, iPad®, or AndroidTM devices (“Devices”). For a list of compatible Devices and any related operating system or other technical requirements, please see the following links:

Google Play (Android): https://play.google.com/store/apps/details?id=com.thalamusgme.newthalamus&hl=en_US&gl=US&pli=1

Apple (iOS): https://apps.apple.com/us/app/thalamus/id918406174

C. Registration

All Service users will be required to register for the Service and create an account profile, including a username and private password. In addition:

i. Administrators. Administrators will be required to provide details (such as name, program contact information, ACGME ID…etc.) about their specific residency program and associated users via designated mandatory fields. We may also provide optional fields that you may populate, including imagery, video, and interactive elements in order for you to provide further information to candidates about your Program, its location and related details.

ii. Applicants. Applicants will be required to provide certain mandatory information, including their name and contact information. We may also provide optional data fields for you to populate. Following registration, in order to apply to a particular Program, Applicants must have received an email invitation to apply to that Program (see “Applicant Interviews and Invitations” below.)

For all users, you are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify Thalamus of any actual or suspected unauthorized use of your account or any other breach of security. You agree that all information that you are required to provide to Thalamus as part of the registration process and otherwise relating to your Service account, including, but not limited to, your name, email address, ACGME ID # (as applicable) and/or any academic records is truthful, accurate and complete.

D. Eligible Applicants

In order to register for the Service, GME applicants must have either (i) applied to Programs using a central application service in GME (e.g. AAMC Electronic Residency Application Service “ERAS” or SF Match, etc.) (the “Application Service”), or (ii) applied to one or more fellowship Programs using a paper application (“Paper Application”). Non-GME applicants must have applied to programs using their established application procedure.

E. Applicant Interviews and Invitations

To schedule an interview with a particular Program, registered Applicants must first apply to that Program via an Application Service (or, for fellowship Programs, a Paper Application). Administrators must either pull Applicant data from the Application Service electronically or input Applicant data manually. For programs using the ERAS Application Service, this may also be done through the enhanced AAMC Thalamus API functionality once available. If an Applicant is invited to interview to a particular Program, the Applicant will receive an email or other notification from Thalamus. The Applicant will be able to confirm or view the Program invitation via the Service at the Website and/or your mobile application.

F. Scheduling and Related Services

Invited Applicants and Administrators will be able to use the Services to schedule and plan interviews, learn more information about a Program and its location, complete surveys, conduct in-person or virtual interviews and build rank lists. Program Staff will be able to use the Services for application screening and review, interview management (including assigning, selecting and scheduling open interview slots), building itineraries, conducting in-person or virtual interviews, collecting applicant evaluations and building rank lists. The Service may also offer tools for Program Staff and Applicants to communicate with each other directly.

Unless specifically agreed to otherwise by Thalamus in writing, Thalamus does not act as a contracting agent or representative of users of the Service, is not a party to any agreements entered into between users as a result of their use of the Services, and assumes no responsibility for the conduct of users, while utilizing the Services or otherwise.

G. Important Service Limitations and User Responsibilities.

The following important limitations apply to your use of the Service:

i. The Service might not be utilized by any specific institution and/or by any particular Programs at an institution. It is your responsibility to assess whether a particular institution or Program is participating in the Service.

ii. If you use the Service, you must also use the relevant Application Service tools to facilitate your application and match processes. The Service is meant to supplement and enhance these existing tools, not to replace them. It is your job to ensure that you also utilize the relevant Application Service tools to facilitate your match with any Program that you apply to. For clarity, the Service does not actually facilitate your actual Program ranking or match. Any tools offered by the Service to help you with these processes are supplementary.

iii. The Service relies on data provided by (i) the Application Service, (ii) you, and (iii) the Program Staff. We cannot ensure that any of these parties will provide accurate data, will update their data appropriately or will ensure that their software and online APIs and other tools that we rely on function properly. We also cannot guarantee that any persons that use the Service will use it properly, free of error and/or malicious intent.

iv. For clarity, your use of any other Application Services or accreditation services and their products and services are governed by their own terms and conditions, which we encourage you to review.

v. The Service uses SSL encryption protocols for the transmission of your personal information. However, we cannot guarantee that your information will necessarily be free from hostile action.

vi. The Service should only be used in good faith for the purpose of improving your or your Program’s recruitment process. You may not utilize any add-ons that you develop, automated scripts or other tools not authorized by us and/or relevant Application Services or your institution, to in any way “game” your chances to receive a particular Program interview slot. If we believe that you are abusing the Service, we reserve the right to suspend or terminate your (or in the case of an Administrator your Program’s) access to it.

vii. If you are using the Service on behalf of an organization, you represent and warrant that you have obtained all necessary consents and provided necessary notices as required by applicable law for providing any information to us.

viii. It is a condition of your use of the Service that all the information you provide is correct, current, and complete. You agree that all information you provide to register with the Service or otherwise, including, but not limited to, through the use of any interactive features on the Service, is governed by our Privacy Policy and you consent to all actions we take with respect to information that you previously submitted or will submit to us in the future, consistent with our Privacy Policy. If you would like to request to limit how Thalamus uses or shares data that was previously submitted, please contact us at privacy@thalamusgme.com.

7. FEES

The Service may be provided to you without charge with regards to certain features and use of certain additional features may require purchase of additional resources and the payment of fees. For the sake of clarity, Thalamus does not currently charge Applicants any fees to use the Services. Please contact Thalamus for details regarding pricing for the Services. Please note that we may add or change any fees or charges at any time on a prospective basis. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases.

8. LICENSE

Thalamus gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Service and any software associated with it solely to locate and communicate with other users for the purposes of potential medical residency or fellowship interview coordination and scheduling. You acknowledge and agree that Thalamus (or Thalamus’ licensors) own all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

9. USER CONTENT

All information, data, text, graphics, video, messages, or other materials, whether publicly posted or privately transmitted to or via the Service by other users of the Service (“Content”), is the sole responsibility of the user transmitting it. This means that the individual organization or user, and not Thalamus, is entirely responsible for all Content uploaded, posted, emailed, transmitted, or otherwise made available by using the Service, as well as for their conduct generally while using the Service. We do not control or actively monitor Content and, as such, do not guarantee the accuracy, integrity, or quality of such content. You acknowledge that by using the Service, you may be exposed to materials that are offensive, indecent, or objectionable. Under no circumstances will Thalamus be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any Content posted, transmitted or otherwise made available via the Software. By utilizing the Service to create, post, upload, transmit or otherwise make available any Content, you hereby grant Thalamus a revocable, royalty-free, and non-exclusive license to utilize such Content for the purpose of enabling Thalamus to provide you with the Service, and for the limited purposes stated in our Privacy Policy. If you are registering for the Service on behalf of an organization, you also agree that you are responsible for the actions of your employees, consultants, agents, and service providers (“Personnel”) and for any Content that such Personnel might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Service. Furthermore, Content may not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy.

10. SUGGESTIONS AND IMPROVEMENTS

By sending us any ideas, suggestions, documents or proposals about our Services or otherwise (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback. Feedback should be submitted to support@thalamusgme.com.

11. RESTRICTIONS ON USE

Except as otherwise specifically permitted in this Agreement, you may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Thalamus, in writing; or (b) attempt to disable or circumvent any security mechanisms used by the Service or any applications running on the Service’s software or otherwise utilized by or for the Service.

In addition, you agree not to do or attempt any of the following in connection with the Service:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

b. harm minors in any way;

c. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

h. use the Service to solicit users directly for commercial purposes without prior written authorization from Thalamus;

i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

j. interfere with or disrupt the Service or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; of such Third-Party Materials; and does not make any promises to remove Third Party Materials from being accessed through the Services.

k. intentionally or unintentionally violate any applicable local, state, national or international law;

l. access the Service from territories where its contents are illegal is prohibited (those who choose to access the Service from other locations do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy);

m. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

n. “stalk” or otherwise harass another;

o. use any robot, spider, scraper, or other automated means to access the Service for any purpose without the express written permission of Thalamus or bypass robot exclusion files or other measures Thalamus may use to prevent or restrict access to the Service; or

p. collect or store personal data about other users, in connection with the prohibited conduct and activities set forth in paragraphs above or otherwise.

Thalamus is not responsible for verifying the accuracy of any information that you provide or post to the Service. We may, but are not obligated to, monitor data that you post via electronic software or personnel to check for obscenity, defamation or other types of abusive language or behavior, as well as for content that may infringe our rights or the rights of others, all of which we may remove at any time.

12. CONFIDENTIALITY

You agree that, unless otherwise specifically provided herein or agreed by Thalamus in writing, software, documentation, or other elements of the Service provided to you by Thalamus constitutes confidential proprietary information of Thalamus. You shall permit only authorized employees, who have signed a non-use and non-disclosure agreement in content at least as protective as the provisions hereof, to use the foregoing or to view the related documentation, in each instance pursuant to the terms and restrictions set forth in this Agreement. You agree not to transfer, copy, disclose, provide, or otherwise make available such confidential information in any form to any third party without the prior written consent of Thalamus. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the materials provided to you by Thalamus. You will use your best efforts to cooperate with and assist Thalamus in identifying and preventing any unauthorized use, copying, or disclosure of any of Thalamus’ confidential information.

13. THIRD PARTY MATERIALS AND AGREEMENTS

You may be able to access or use third party software, resources, content, communications, or information (“Third Party Materials”) via the Services. You acknowledge sole responsibility for and assume all risk arising from your access to, reliance upon or use of any such Third-Party Materials and Thalamus disclaims any liability that you may incur arising from access to, reliance upon or use of such Third-Party Materials via the Services. You acknowledge and agree that Thalamus: (a) is not responsible for the availability or accuracy of such Third-Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance upon or use

14. PERSONAL INFORMATION AND PRIVACY

We may collect certain information about you or your organization’s users during your use of the Services. We use personal information to provide Services to you as well as for quality control, service improvement, research, analysis, development of new or related products and services. We may share personal information with collaborators, contractors, and other partner organizations to perform data analysis, product development, and improvements. We may also share personal information for research purposes subject to agreement with participating researchers and confidentiality restrictions. All personal information that you provide to us will be governed by the Privacy Policy, which is available at www.thalamusgme.com/privacy. Notwithstanding anything to the contrary, if you are registering for the Service on behalf of an organization, you agree to permit Thalamus to public identify your organization as a user and to use your organization’s name and/or logo in Thalamus’s website and marketing materials and you hereby represent and warrant to Thalamus that you have the legal ability to grant such rights on behalf of the applicable organization. If you are registering for the Service on behalf of an organization, you further agree that we may contact your organization and your organization’s Personnel for our promotional and marketing purposes. You represent that you have obtained required consents and provided appropriate disclosures for such activities. Note that users may opt-out of promotional and marketing communications in accordance with our Privacy Policy.

15. TECHNICAL SUPPORT

Technical support is provided for the Service via our in-app widget or email to support@thalamusgme.com, and service-impacting issues shall be addressed as quickly as possible by Thalamus.

16. NO WARRANTY

THE SERVICES ARE BEING DELIVERED TO YOU “AS IS” AND THALAMUS MAKES NO WARRANTY AS TO THEIR USE, RELIABILITY OR PERFORMANCE. THALAMUS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE. THALAMUS MAKES NO REPRESENTATION OR WARRANTIES THAT THE FUNCTIONS OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. IF THE SERVICE DOES FUNCTION PROPERLY, THALAMUS DOES NOT WARRANT THAT ANY APPOINTMENTS YOU SCHEDULE THROUGH IT WILL BE MET PROMPTLY OR AT ALL BY THE OTHER PARTY. THALAMUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT THALAMUS IS UNDER NO OBLIGATION TO CONTINUE PROVIDING THE SERVICE AND THALAMUS HAS THE RIGHT TO UNILATERALLY ABANDON FURTHER DEVELOPMENT OF THE SERVICE OR ANY SUBSIDIARY FEATURE AT ANY TIME AND WITHOUT OBLIGATION OR LIABILITY TO YOU. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SERVICE AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.

NO PERSON ACTING ON THALAMUS’ BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED HEREIN. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THIS AGREEMENT.

17. INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD THALAMUS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICE, OR THE INFRINGEMENT BY YOU, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

18. WAIVER OF SUBROGATION

You waive any rights your insurance company may have to be reimbursed by Thalamus or its representatives for money paid to you or on your behalf.

19. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THALAMUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES CONTAINED IN THE SOFTWARE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICE, OR (VI) ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF THALAMUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THALAMUS’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), SHALL NOT EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

20. TERM AND TERMINATION

Unless earlier terminated as set forth below in this paragraph, this Agreement will automatically continue and govern your use of any Services. Thalamus may terminate this Agreement at any time by providing written notice to you. If you have paid any fees to us and we believe that you have violated any terms of this Agreement or otherwise abused any of our Services, then such termination may be without notice or refund. We may also terminate your access to the Service, without refund or other recourse to you, if we are required to for legal reasons, we cease to offer the Service, if we think you have abused or misused the Service in any way, or if we shut down our operations or cease to offer the Service or any applicable element of it. We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you. Any of your rights under this Agreement shall terminate automatically, without notice, if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you must discontinue use of the Service.

21. COPYRIGHT POLICY

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Software if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

DMCA Notice of Alleged Infringement (“Notice”)

Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.

Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.

Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:

22. ARBITRATION NOTICE

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Thalamus and limits the manner in which you can seek relief from us.

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for small claims disputes in which you or Thalamus seek to bring an individual action in small claims court located in the county of your billing address or claims for injunctive relief by either party, any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the Federal Arbitration Act (9 U.S.C. §§ 1-307) and the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. Where arbitration is not required by this Agreement, the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THIS AGREEMENT. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST THALAMUS THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by emailing us at support@thalamusgme.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration.

23. ELECTRONIC COMMUNICATIONS

Visiting the Website, using the Services, or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communications be in writing. There are certain system-generated and legal notices that you cannot opt out of without deactivating your account.

A. Marketing Communications. If you do not want to receive marketing and promotional emails from us, you may click on the “unsubscribe” link in the email to unsubscribe and opt-out of marketing email communications or see how to Contact Us below for more information.

B. Text Messages. You may sign up to receive text messages from Thalamus or third-party service providers on behalf of Thalamus (e.g., text message marketing). By using our Services, signing up for text messaging services, or otherwise opting in to receive text messages (opting in via short code or entering your phone number into an on-site collection widget), you agree that you have provided Thalamus or its third-party service providers with prior express written consent to be contacted by text message, including recurring automated promotional and personalized marketing text messages.

i. By providing prior express and/or prior express written consent, you agree to receive text messages under the Telephone Consumer Protection Act and related state laws, including by the use of an automatic telephone dialing system (“ATDS”) to deliver text messages to the mobile phone number which you provided to Thalamus While you consent to receive messages sent using an ATDS (or “autodialer”), the foregoing shall not be interpreted to suggest or imply that any or all of Thalamus mobile messages are sent using an autodialer. We will use the Information provided by you in connection with the text messaging services in accordance with this Privacy Policy. Your consent is not a condition of any purchase or use of our Services and your consent to be contacted as described is voluntary. The number of text messages you receive may vary based upon the text messaging service(s) you sign up for. Message and data rates may apply.

ii. You may revoke your consent and opt out to discontinue text messages at any time. If you no longer want to receive text messages from us, reply STOP (or as otherwise instructed).

24. SEVERABILITY; NO WAIVER

If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

25. GENERAL

Except to the extent you and Thalamus have entered into a separate written agreement that is specifically intended to supersede this Agreement either in whole or in part, this Agreement, together with Thalamus’ Privacy Policy, constitutes the entire agreement between you and Thalamus and governs your use of the Service, superseding any prior agreements between you and Thalamus. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. The parties acknowledge that the manufacture and sale of any software provided hereunder is subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, as amended, and hereby agree to obey any and all such laws. You may not assign this Agreement, and any assignment of this Agreement by you will be null and void.

26. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us at support@thalamusgme.com.

Terms of Service