Terms of Service

Last updated July 30, 2026

These Terms of Service are between you and Theaai Corporation, doing business as Thea, "Thea," "we," "us," or "our." These Terms govern your access to and use of Thea's website, applications, and related services, collectively, the "Service." By accessing or using the Service, you agree to these Terms.

If you use the Service on behalf of a school, university, company, or other organization, you represent that you have authority to bind that organization to these Terms, unless Thea has a separate written agreement with that organization.

Eligibility; Minimum Age

You may use the Service only if you are legally permitted to do so and your use of the Service does not violate any applicable law or regulation. The Service is not intended for, and may not be used by, anyone under the age of 13. If you are located outside the United States, you may not use the Service unless you are at least the minimum age at which you may lawfully consent to the processing of your personal information in your jurisdiction, if that age is higher than 13.

If you are under the age of majority where you live, you may use the Service only with the consent and supervision of your parent or legal guardian, or through an account provided by a school, university, or other organization that has authorized your use of the Service.

Schools and other organizations may not invite, authorize, or enable access to the Service by anyone who does not meet the minimum age requirements above, unless we have expressly agreed otherwise in a written agreement.

By using the Service, you represent and warrant that:

• you meet these eligibility requirements;
• all registration information you submit is truthful, accurate, and current;
• you will maintain the accuracy of that information; and
• your use of the Service complies with all applicable laws and regulations.

We may suspend or terminate your access to the Service if we reasonably believe that you do not meet these eligibility requirements.

Participation in surveys, promotions, or reward features is voluntary and may be subject to additional eligibility requirements, notices, and third-party terms presented at the time of participation. Survey responses and related information will be handled as described in the applicable notice and our Privacy Policy. Survey-based features are not available to school-licensed users and may not be available to users under 18.

Your Account and Data

You are responsible for maintaining the confidentiality and security of your account credentials and for taking reasonable steps to prevent unauthorized access to your account. You may not share your login credentials or allow another person to use your account. You must notify Thea promptly if you become aware of any unauthorized access to your account, unauthorized use of your data, or other security incident involving your account.

Individual accounts are for use by a single person only and may not be shared or transferred. If your account is provided or managed by a school, university, employer, or other organization, your use of the Service may also be subject to that organization's policies and agreement with Thea.

You are responsible for activity that occurs under your account to the extent caused by your actions or by your failure to use reasonable security measures. Thea is not responsible for losses arising from your failure to maintain the confidentiality of your credentials or from your unauthorized sharing of your account.

Thea may establish reasonable storage limits, usage limits, rate limits, or other technical measures to operate, secure, and manage the Service. We will use reasonable efforts to provide notice of material changes to those limits where required by applicable law or an applicable written agreement.

Privacy Policy

Our collection, use, and sharing of personal information is described in our Privacy Policy. Please review the Privacy Policy carefully. To the extent the Privacy Policy is expressly incorporated into these Terms or required by applicable law, it forms part of these Terms.

Subscriptions

This section applies to individual consumer subscriptions purchased directly by a user through the Service. Subscriptions, licenses, or paid access purchased by a school, university, district, employer, or other organization are governed by the applicable agreement with that organization.

Thea may offer paid subscription plans that provide access to additional features, higher usage limits, or other enhanced functionality for your account, each a "Subscription." Subscription terms, features, prices, billing periods, and renewal terms will be disclosed at the time of purchase.

If you are under the age of majority where you live, you may purchase a Subscription only with the consent of your parent or legal guardian.

Subscription fees are exclusive of taxes unless stated otherwise. You are responsible for applicable taxes, which may be collected by Thea or its payment processor.

Recurring Subscriptions

If you purchase a recurring Subscription, you authorize Thea or its payment processor to charge your selected payment method on a recurring basis for the applicable fees, taxes, and other charges until you cancel. Your Subscription will automatically renew at the end of each billing period unless you cancel before the renewal date or we otherwise terminate it in accordance with these Terms.

Prepaid Access

If you purchase prepaid access for a specific period, your access will continue for the prepaid period disclosed at purchase. Prepaid access will not automatically renew unless the purchase flow states that it will renew and you authorize recurring billing.

Cancellation by You

You may cancel your Subscription at any time through your account settings or any other cancellation method we make available. To avoid being charged for the next billing period, you must cancel before your next renewal date. If you cancel, you may continue to access your Subscription benefits until the end of your then-current billing period or prepaid period, unless otherwise stated or required by law. After that date, your account will automatically downgrade and lose access to paid features.

Cancellation or Suspension by Thea

We may suspend or cancel your Subscription if your payment cannot be processed, if you violate these Terms, if we reasonably believe your account has been used fraudulently or unlawfully, or if suspension or cancellation is necessary to protect the Service, other users, or Thea. If we cancel your Subscription for reasons unrelated to your breach, misconduct, nonpayment, or legal/compliance risk, we will provide either continued access through the end of the period you paid for or a prorated refund of prepaid, unused fees, unless otherwise required by law.

Refunds

Except where required by law or expressly stated in these Terms, fees for Subscriptions purchased directly through Thea are non-refundable, and we do not provide refunds or credits for partially used billing periods. We do not provide refunds if the price for a Subscription later decreases, if we offer promotional pricing, or if we change available features, provided that any material changes will be handled as described in these Terms or as required by law.

If you purchase a Subscription through a third-party platform, app store, or payment provider, your purchase may also be subject to that third party's terms, cancellation process, and refund policies. Thea is not responsible for third-party refund decisions except where required by law.

If applicable law gives you a cancellation, cooling-off, withdrawal, or refund right that cannot be waived, nothing in these Terms limits that right.

Price Changes

We may change Subscription prices from time to time. We will provide advance notice of material price changes as required by law. Price changes will apply no earlier than your next renewal date after the notice. If you do not agree to a price change, you may cancel your Subscription before the new price takes effect. By continuing your Subscription after the new price takes effect, you authorize us to charge the updated price, except where applicable law requires additional consent.

User Content

The Service may allow you to upload, submit, post, transmit, or otherwise make available materials, including course materials, comments, files, text, images, documents, links, and other content, collectively, "User Content."

You are responsible for your User Content and for ensuring that you have all rights and permissions necessary to upload, submit, or otherwise use your User Content with the Service. You may not upload course materials, textbooks, assessments, answer keys, exams, or other third-party materials unless you own them, have permission to use them with the Service, or your use is otherwise permitted by law.

You retain ownership of your User Content, subject to the license you grant to Thea in these Terms. Thea does not claim ownership of your User Content.

If your account is provided or managed by a school, university, employer, or other organization, your User Content may also be subject to that organization's policies and its agreement with Thea.

Acceptable Use and Prohibited Conduct

You may use the Service only for lawful, educational, study-related, and other authorized purposes. You may not upload, submit, post, transmit, generate, request, or otherwise make available any User Content, or use the Service in any way, that Thea reasonably believes:

• is unlawful, fraudulent, deceptive, defamatory, libelous, obscene, harassing, threatening, abusive, or otherwise harmful;
• promotes racism, bigotry, hatred, harassment, discrimination, or physical harm against any individual or group;
• exploits, sexualizes, or depicts minors or other individuals in a sexual, violent, or abusive manner;
• contains sexually explicit, excessively violent, graphic, or exploitative material, except where permitted by Thea for legitimate educational purposes and consistent with applicable law and school policies;
• solicits, collects, posts, or shares personal information from or about anyone under 18 without appropriate authorization;
• includes personal information, confidential information, student records, or sensitive information about another person without authorization;
• creates a privacy, safety, or security risk for any person, school, organization, or system;
• infringes, misappropriates, or violates any copyright, trademark, trade secret, privacy, publicity, contractual, or other rights of any person or organization;
• includes course materials, textbooks, assessments, answer keys, exams, or other third-party materials that you do not have the right to use with the Service;
• is intended to facilitate cheating, plagiarism, academic dishonesty, unauthorized completion of assignments, or violation of a school's or instructor's academic integrity rules;
• contains false or misleading information presented as fact in a way that could cause harm;
• promotes or facilitates illegal activity, violence, self-harm, exploitation, or abuse;
• provides instructions for illegal weapons, evading law enforcement, violating privacy, creating malware, compromising security, or engaging in other unlawful or harmful conduct;
• contains or transmits viruses, malware, worms, Trojan horses, malicious code, tracking code, or other materials intended to disrupt, damage, interfere with, gain unauthorized access to, or collect information from the Service or any system, data, device, account, or network without authorization;
• interferes with, disrupts, damages, disables, overburdens, degrades, or impairs the Service or any systems, networks, or services connected to the Service;
• systematically retrieves, harvests, extracts, copies, or compiles content, data, User Content, Outputs, or other information from the Service to create or compile, directly or indirectly, a collection, compilation, database, directory, dataset, training set, or similar resource, except as expressly permitted by Thea in writing;
• attempts to reverse engineer, extract, scrape, overload, probe, bypass, or interfere with the Service, its security measures, usage limits, or AI systems;
• involves unsolicited advertising, promotions, spam, junk mail, chain letters, pyramid schemes, contests, sweepstakes, or other commercial activities not authorized by Thea;
• impersonates another person or organization or misrepresents your affiliation with any person or organization;
• uses the Service, User Content, Outputs, or any information obtained from the Service to develop, train, fine-tune, benchmark, test, validate, or improve a competing product or service, except as expressly permitted by Thea in writing;
• uses tracking code, web beacons, pixels, cookies, spyware, or other passive or active information collection mechanisms intended to collect information without authorization;
• frames, mirrors, embeds, or otherwise displays the Service or any portion of the Service within another website, application, or service, or links to the Service in a manner that misrepresents an affiliation with Thea, implies endorsement by Thea, or bypasses access controls;
• sells, resells, rents, leases, sublicenses, distributes, timeshares, provides service-bureau access to, or otherwise commercially exploits the Service, User Content, Outputs, or any Service functionality, except as expressly permitted by Thea in writing or under an applicable agreement with Thea;
• uses bots, scripts, scrapers, crawlers, data mining tools, extraction tools, automated systems, or similar methods to access, copy, monitor, submit requests to, create accounts for, generate outputs from, or otherwise interact with the Service, except as expressly permitted by Thea in writing or through documented functionality made available by Thea; or
• violates any applicable law, regulation, school policy, or these Terms.

Enforcement

Thea may investigate suspected violations of these Terms. If Thea reasonably believes that your User Content or use of the Service violates these Terms, applicable law, or the rights or safety of any person, Thea may remove or restrict access to User Content, suspend or terminate access to the Service, limit use of features, notify an applicable school or organization, preserve or disclose information as permitted or required by law, or take other appropriate action.

Thea may report conduct to law enforcement, regulators, school administrators, or other third parties where Thea believes doing so is required by law or appropriate to protect the rights, safety, or security of Thea, users, schools, or others.

If you believe that content on the Service violates these Terms, please contact us at https://www.theastudy.com/contact.

User Content Representations

By uploading, submitting, posting, transmitting, or otherwise making User Content available through the Service, you represent and warrant, to the extent permitted by applicable law, that:

• you own the User Content, have permission to use it with the Service, or are otherwise legally permitted to use it with the Service;
• your User Content and its use with the Service do not infringe, misappropriate, or violate any copyright, trademark, trade secret, privacy, publicity, contractual, or other rights of any person or organization;
• your User Content does not include personal information, student records, confidential information, or sensitive information about another person unless you are authorized to provide it and its use is permitted by applicable law and, where applicable, your school's or organization's policies;
• your User Content does not contain malware, viruses, malicious code, or other harmful or disruptive materials;
• your User Content is not spam and is not submitted for unauthorized advertising, promotional, deceptive, or commercial purposes; and
• your User Content complies with these Terms and all applicable laws and regulations.

User Content Ownership

As between you and Thea, you retain ownership of the content and materials you upload, submit, post, transmit, or otherwise make available through the Service, including course materials, prompts, comments, files, documents, text, images, links, and other materials. Thea does not claim ownership of your User Content.

License to Provide the Service

You grant Thea a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, modify, and create derivative works of your User Content solely as necessary to provide, operate, secure, support, maintain, and improve the Service; to generate and display practice questions, explanations, study materials, and other outputs requested through the Service; to enforce these Terms; and to comply with applicable law.

Service Providers

The license above includes the right for Thea to make User Content available to its service providers, subprocessors, and AI providers solely as necessary for them to provide services to Thea in connection with the Service. Thea's use of service providers and subprocessors is subject to applicable contractual, privacy, and data protection obligations.

Shared or Public Content

If you choose to share User Content with other users, a class, a school, or the public through features of the Service, you grant Thea the rights necessary to make that User Content available to the audience you selected and to allow those users to access and use it through the Service. You are responsible for ensuring that you have the rights and permissions necessary to share that User Content.

Duration of License

The license granted in this section continues for as long as necessary to provide the Service to you, maintain the integrity and security of the Service, comply with applicable law, resolve disputes, enforce these Terms, and maintain backup or archival copies in accordance with our ordinary retention practices. For school-licensed accounts, deletion and retention of User Content may be governed by the applicable agreement with the school or organization.

Feedback

If you submit suggestions, ideas, comments, or other feedback about the Service, you grant Thea a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback without restriction or compensation to you. Feedback does not include your private uploaded course materials or school-licensed student data.

User Content, Third-Party Content, and AI Outputs

The Service may include content uploaded, submitted, shared, generated, or otherwise made available by users, schools, instructors, or other third parties, including course materials, prompts, comments, links, files, study materials, and other content. Thea does not review all User Content before it is made available through the Service and does not endorse, verify, or guarantee the accuracy, legality, quality, safety, or appropriateness of User Content.

You are responsible for evaluating User Content and for using appropriate caution before relying on, downloading, sharing, or using any User Content. User Content may be inaccurate, incomplete, outdated, offensive, inappropriate, or subject to third-party rights or restrictions.

The Service may also generate practice questions, explanations, summaries, study materials, or other outputs using artificial intelligence, collectively, "Outputs." Outputs may be inaccurate, incomplete, misleading, or not suitable for your particular course, assignment, exam, or learning objective. You are responsible for reviewing and evaluating Outputs before relying on them. Outputs are provided for educational and study-support purposes and should not be treated as a substitute for your own judgment, instructor guidance, course requirements, or academic integrity obligations.

If you believe User Content or activity on the Service violates these Terms, infringes your rights, or creates a safety, privacy, or security concern, please contact us via https://www.theastudy.com/contact or use any reporting tools available in the Service.

Rights to Outputs

Subject to your compliance with these Terms, Thea grants you a non-exclusive, non-transferable right to use Outputs generated for you through the Service for your personal educational and study purposes, or, if you access the Service through a school, university, employer, or other organization, for the internal educational or institutional purposes authorized by that organization.

Outputs may not be unique, and the Service may generate the same or similar outputs for other users. Thea does not claim ownership of your User Content, but Thea and its licensors retain all rights in the Service, including the technology, models, systems, prompts, interfaces, and other materials used to generate Outputs.

You may not sell, resell, sublicense, publish, distribute, or otherwise commercially exploit Outputs except as expressly permitted by Thea or by the applicable school or organizational agreement.

You may download, print, copy, and share Outputs for ordinary educational, teaching, learning, or study purposes, provided you do not violate these Terms, applicable law, or any school policy.

Third-Party Links and Resources

The Service may contain links to third-party websites, services, resources, or content that Thea does not own or control. Thea is not responsible for third-party websites, services, resources, or content, including their availability, accuracy, policies, practices, or security. Links to third-party resources do not imply endorsement by Thea.

Your use of third-party websites, services, or resources is at your own risk and may be subject to separate terms and privacy policies. You are responsible for taking appropriate precautions to protect yourself, your accounts, and your devices when accessing third-party resources.

Copyright Infringement and DMCA Policy

Thea respects the intellectual property rights of others and expects users of the Service to do the same. If you believe that content available on or through the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act, 17 U.S.C. § 512, to Thea's designated copyright agent.

DMCA Notices

To be effective, your notice should include:

• your physical or electronic signature, or the signature of a person authorized to act on behalf of the copyright owner;
• identification of the copyrighted work you claim has been infringed, or, if multiple copyrighted works are covered by one notice, a representative list of those works;
• identification of the material you claim is infringing and information reasonably sufficient to allow us to locate the material;
• your contact information, including your name, mailing address, telephone number, and email address;
• a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

DMCA notices should be sent to:

Thea Copyright Agent
Theaai Corporation
dmca@thea.study

Upon receipt of a valid DMCA notice, Thea may remove or disable access to the allegedly infringing material and may notify the user who provided the material.

Counter-Notices

If you believe that material you provided was removed or disabled by mistake or misidentification, you may submit a counter-notice to Thea's designated copyright agent. To be effective, your counter-notice should include:

• your physical or electronic signature;
• identification of the material that was removed or disabled and the location where the material appeared before it was removed or disabled;
• a statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification;
• your name, mailing address, telephone number, and email address; and
• a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside the United States, the United States District Court for the Eastern District of Virginia, and that you will accept service of process from the person who submitted the original DMCA notice or that person's agent.

If we receive a valid counter-notice, we may restore the removed or disabled material in accordance with the DMCA unless the original complaining party files an action seeking a court order against the user.

Please be aware that knowingly misrepresenting that material is infringing, or that material was removed or disabled by mistake or misidentification, may result in liability under the DMCA.

Repeat Infringers

Thea may, in appropriate circumstances, terminate or deny access to the Service for users who are repeat infringers or who repeatedly violate the intellectual property rights of others. If we terminate your account for copyright infringement or other violation of these Terms, you will not be entitled to a refund of fees previously paid, except where required by law.

Trademarks

Thea, Thea.study, the Thea name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Thea or its licensors. Other names, logos, product and service names, designs, and slogans appearing in or through the Service may be the trademarks or service marks of their respective owners. You may not use any Thea or third-party trademarks, service marks, logos, or branding without the prior written permission of the applicable owner. Your use of the Service does not grant you any right or license to use any Thea or third-party trademarks.

Additional Terms

Certain features, products, programs, surveys, promotions, or integrations may be subject to additional terms, notices, or requirements. If additional terms apply, we will provide them to you in connection with the relevant feature or program. If there is a conflict between these Terms and additional terms, the additional terms will control for that feature or program.

Changes to the Service and Terms

Thea may update the Service from time to time, including by adding, modifying, or removing features, functionality, content, usage limits, or technical requirements. We may also update these Terms from time to time.

If we update these Terms, we will post the updated Terms and update the "Last Updated" or effective date. If we make material changes, we will provide reasonable notice, such as by email, in-app notice, account notice, or other legally sufficient method. The updated Terms will become effective on the date stated in the notice or posted Terms.

Your continued use of the Service after the updated Terms become effective means that you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and, if applicable, cancel your Subscription.

Changes to Subscription pricing will be handled as described in the Subscription section of these Terms. If you access the Service through a school, university, employer, or other organization, changes to your access may also be governed by the applicable agreement between Thea and that organization.

We will not materially reduce core paid functionality during a paid Subscription term without providing any notice or remedy required by applicable law or by an applicable written agreement.

Changes to our Privacy Policy will be handled as described in the Privacy Policy.

Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service, including all content, features, functionality, User Content, third-party content, and AI-generated outputs, is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, Thea and its affiliates, officers, directors, employees, agents, service providers, licensors, and suppliers, collectively, the "Thea Parties," disclaim all warranties, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, reliability, security, and any warranties arising from course of dealing, course of performance, or usage of trade.

Thea does not warrant that the Service will be uninterrupted, error-free, secure, free of harmful components, or available at any particular time or location. Thea does not warrant that any content or AI-generated output will be accurate, complete, current, appropriate for your course, aligned with any syllabus, curriculum, rubric, instructor expectation, exam, or learning objective, or suitable for your particular use.

The Service is provided for educational and study-support purposes only. Thea does not guarantee any academic, educational, testing, certification, admissions, employment, or other outcome. You are responsible for reviewing and evaluating all AI-generated outputs and other materials before relying on them.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. Nothing in these Terms affects any rights that cannot be waived or limited under applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, the Thea Parties will not be liable for any indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages; loss of profits, revenue, goodwill, data, use, or business opportunities; business interruption; academic or educational losses; or the cost of substitute services, arising out of or related to these Terms or the Service, whether based on warranty, contract, tort, negligence, strict liability, statute, or any other legal theory, even if a Thea Party has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total aggregate liability of the Thea Parties for all claims arising out of or related to these Terms or the Service will not exceed the greater of:

• the amounts you paid to Thea for the Service giving rise to the claim during the 12 months before the event giving rise to liability; or
• $100.

The limitations in this section apply to all claims, whether based on warranty, contract, tort, negligence, strict liability, statute, or any other legal theory, and whether or not any limited remedy is found to have failed of its essential purpose.

Exceptions

Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the limitations above may not apply to you.

Organizational and School Accounts

If you access the Service through a school, university, employer, or other organization, and Thea has a separate written agreement with that organization, the liability limitations and warranty disclaimers in that written agreement will control to the extent they conflict with this section.

Dispute Resolution; Arbitration Agreement

Please read this section carefully. It may affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.

Informal Resolution

Before filing a claim against Thea, you agree to first contact us at https://www.theastudy.com/contact and attempt to resolve the dispute informally. Your notice should include your name, the email address associated with your account, a description of the dispute, and the relief you are seeking. If we are unable to resolve the dispute within 30 days after receiving your notice, either party may begin arbitration or another proceeding permitted under this section.

Agreement to Arbitrate

Except as described below, you and Thea agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration rather than in court. This agreement is governed by the Federal Arbitration Act.

For disputes involving an individual consumer account, the arbitration will be administered by the American Arbitration Association, or AAA, under its Consumer Arbitration Rules. For disputes involving a business or organizational account not otherwise governed by a separate written agreement, the arbitration will be administered by AAA under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator.

Exceptions

Either party may bring a qualifying claim in small claims court. Either party may also seek injunctive or equitable relief in court to protect its intellectual property rights, confidential information, account security, or the security and integrity of the Service. Nothing in this section prevents either party from seeking relief in court where arbitration is not permitted by applicable law.

No Class Actions

You and Thea agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any class, collective, consolidated, private attorney general, or representative proceeding, except where this waiver is prohibited by applicable law. The arbitrator may not consolidate more than one person's claims or preside over any class, collective, consolidated, or representative proceeding unless both you and Thea agree in writing.

Jury Trial Waiver

To the extent a dispute proceeds in court rather than arbitration, you and Thea waive any right to a jury trial to the maximum extent permitted by applicable law.

Arbitration Fees and Attorneys' Fees

Payment of filing, administrative, and arbitrator fees will be governed by the applicable AAA rules. Each party will bear its own attorneys' fees and costs unless applicable law, the applicable AAA rules, or the arbitrator allows otherwise.

Opt-Out

You may opt out of this arbitration agreement within 30 days after you first accept these Terms by sending written notice to https://www.theastudy.com/contact. Your notice must include your name, the email address associated with your account, and a clear statement that you want to opt out of arbitration. Opting out of arbitration will not affect any other part of these Terms.

School and Organizational Accounts

If you access the Service through a school, university, employer, or other organization, and Thea has a separate written agreement with that organization, that agreement will govern disputes between Thea and the organization to the extent of any conflict with this section. This section does not require a school, university, public agency, or other organization to arbitrate unless it has agreed to do so in a separate written agreement.

Mandatory Rights

Nothing in this section limits any rights you may have under laws that cannot be waived or limited by contract. If applicable law does not permit arbitration of a particular claim or does not permit waiver of a particular type of proceeding or remedy, this section will apply only to the maximum extent permitted by law.

Governing Law

These Terms and your access to and use of the Service are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law rules, except to the extent applicable law requires otherwise.

If you are a consumer located outside Virginia or outside the United States, you may have rights under the mandatory laws of the place where you live. Nothing in these Terms limits any rights that cannot be waived or limited under applicable law.

If you access the Service through a school, university, employer, or other organization, and Thea has a separate written agreement with that organization, that agreement will govern to the extent of any conflict with these Terms.

Venue

Subject to the arbitration agreement above, any judicial proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the state courts located in Arlington County, Virginia, or the United States District Court for the Eastern District of Virginia, except where applicable law requires otherwise. You and Thea consent to the personal jurisdiction and venue of those courts.

If a dispute is subject to arbitration, the arbitration will be conducted in Arlington County, Virginia, unless the applicable arbitration rules, applicable law, or the arbitrator require or permit another location or remote proceedings.

General Compliance

You represent and warrant that your use of the Service will comply with these Terms, any applicable policies or additional terms referenced in these Terms, and all applicable laws and regulations. You are responsible for ensuring that your use of the Service is lawful in the jurisdiction where you are located.

You may not use the Service if you are prohibited from doing so under applicable law, including U.S. export control or sanctions laws. You represent that you are not located in, ordinarily resident in, or organized under the laws of a country or territory subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted-party list.

Our collection, use, and sharing of personal information is described in our Privacy Policy.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Thea, its affiliates, service providers, licensors, suppliers, and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to:

• your User Content;
• your misuse of the Service;
• your violation of these Terms or applicable law;
• your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, contractual, or other rights of any person or organization; or
• your fraud, willful misconduct, or unauthorized use of another person's account or information.

Thea reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Thea's defense of that matter. You may not settle any claim in a manner that imposes any obligation on Thea, admits fault by Thea, or affects Thea's rights without Thea's prior written consent.

If you access the Service through a school, university, employer, or other organization, and Thea has a separate written agreement with that organization, that agreement will control to the extent of any conflict with this section. This section does not require a school, public agency, or other organization to indemnify Thea unless it has agreed to do so in a separate written agreement.

Miscellaneous

These Terms, together with any policies or additional terms incorporated by reference, are the entire agreement between you and Thea regarding your use of the Service, except that if you access the Service through a school, university, employer, or other organization, the applicable written agreement between Thea and that organization may also apply and will control to the extent of any conflict.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. If permitted by law, the invalid, illegal, or unenforceable provision will be modified to reflect the original intent of the provision as closely as possible.

The failure of either party to enforce any provision of these Terms will not be deemed a waiver of that provision or of the right to enforce it later. Any waiver must be in writing to be effective.

You may not assign or transfer these Terms, your account, or your rights or obligations under these Terms without Thea's prior written consent. Any attempted assignment or transfer in violation of this section is void. Thea may assign or transfer these Terms, in whole or in part, without restriction in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law. These Terms will bind and benefit the parties and their permitted successors and assigns.

Thea will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, government action, failures of suppliers or service providers, internet or utility failures, cyberattacks, or denial-of-service attacks.

Any provisions of these Terms that by their nature should survive termination or expiration will survive, including provisions relating to ownership, licenses granted to Thea for completed uses and retained backups, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and miscellaneous terms.

Section headings are for convenience only and do not affect the interpretation of these Terms.

Notices to Thea should be sent to https://www.theastudy.com/contact and, where legally required, to Theaai Corporation, 1201 Wilson Blvd. Suite 2110, Arlington, VA 22209, United States. We may provide notices to you through the Service, by email, through your account, or by other legally permitted means.