Terms of Service
ThumosAI OÜ — Terms and Conditions
Last updated: 9 August 2025
ThumosAI OÜ
Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551
E-mail: [email protected] | Phone: +372 530 808 75
Site: https://thumos.cloud | Privacy Policy: https://thumos.cloud/privacypolicy
1. Agreement to Terms
These Terms and Conditions ("Terms"), together with any order form, proposal, or service agreement executed by ThumosAI OÜ ("ThumosAI," "we," "us") and the client identified therein ("Client," "you"), govern access to and use of ThumosAI’s websites, software, and AI-powered services (collectively, the "Services"). By using the Services, you agree to be bound by these Terms.
2. Definitions
Client Data: Data or content supplied by or on behalf of Client to the Services.
Output: Content generated by the Services for Client based on prompts, configurations, or Client Data.
Authorised Users: Client’s employees or contractors permitted to use the Services.
3. Order of Precedence
If there is any conflict between these Terms and an executed order form/proposal/service agreement (the "Service Agreement"), the Service Agreement controls. If a separate non-disclosure agreement ("NDA") is signed, the NDA supersedes Section 12 (Confidentiality) in case of conflict.
4. Access & Use; Account Registration
4.1 Access Rights. ThumosAI grants Client a non-exclusive, non-transferable right to access and use the Services for internal business purposes, for up to 1 Authorised User unless otherwise agreed.
4.2 Accounts. Client is responsible for the security of its accounts and credentials and all activities under them.
4.3 Acceptable Use. Client will not:
Copy, modify, or create derivative works of the Services
Sell, sublicense, or share access with third parties
Reverse engineer or attempt to access source code
Interfere with or disrupt the Services
Use automated means (bots, scrapers) except approved APIs
Use the Services for unlawful content
Use the Services to create competing models/datasets
Store/process special categories of personal data (GDPR Art. 9) or children’s data without prior consent
5. Client Responsibilities & Representations
Client warrants that:
All account information is accurate and up to date
Client will comply with these Terms and applicable laws
Client has rights to provide Client Data
Client will not access Services by automated means except as permitted
Client will not use Services for illegal purposes
Client’s use will not violate any rights
Marketing Consent: Client has a valid legal basis for email/SMS/DM outreach, complies with EU GDPR/ePrivacy and U.S. TCPA/CTIA, and honors opt-outs without delay
6. Services; Third-Party Platforms
Scope: Features, deliverables, and timelines appear in the Service Agreement.
Third-Party Platforms: Integrations (Meta, Google, WhatsApp, CRMs, etc.) are governed by their own terms.
Beta/Trial Features: Provided "AS IS," may change or be withdrawn, excluded from SLA.
7. Fees, Taxes & Payment
Fees: As stated in Service Agreement/order; subscriptions renew per terms.
Invoices & Late Fees: Due in 14 days unless stated otherwise; late payments may accrue 1.5% monthly interest.
Taxes: Client is responsible for VAT and other applicable taxes.
8. Term, Suspension & Termination
Term: As stated in Service Agreement.
Suspension: Allowed for security risks, legal risks, nonpayment, or breach.
Termination: Either party may terminate for uncured material breach within 30 days. Client must pay for services delivered up to termination.
Post-Termination: Data export available for 30 days; thereafter, data may be deleted.
9. Intellectual Property; Outputs & Feedback
ThumosAI IP: We retain ownership of all Services, software, and models.
Client Data: Remains Client’s property; licensed to ThumosAI for providing the Services.
Outputs: Assigned to Client upon payment, excluding underlying tools/models.
Feedback: May be used freely by ThumosAI.
10. AI-Specific Terms & Disclaimers
No Professional Advice: Outputs may be inaccurate; human review required.
Training & Model Improvement: Default = Client Data not used for training. Opt-in possible with written consent.
Messaging Deliverability: Email/SMS/DM delivery not guaranteed; Client is responsible for compliance.
11. Data Protection (GDPR Article 28 Terms)
Client = Controller; ThumosAI = Processor.
Processing only on Client’s instructions.
Security aligned with SOC 2 / ISO 27001.
Subprocessors may be used; obligations flow down.
Data transfers outside EEA/UK safeguarded by SCCs.
Incident notification within 72 hours.
Data deletion/export upon termination or request.
Limited audit rights once per 12 months.
12. Confidentiality
Each party protects the other’s Confidential Information with reasonable care. NDA terms prevail if signed.
13. Indemnification
By ThumosAI: Covers IP infringement claims (with exclusions).
By Client: Covers claims arising from Client Data, law breaches, or marketing compliance issues.
14. Warranties; Disclaimers
Limited Warranty: Services provided professionally and lawfully.
Disclaimer: Otherwise provided “AS IS,” without warranties.
15. Limitations of Liability
No liability for indirect, incidental, or consequential damages.
Liability capped at fees paid in the 6 months before the claim.
Liability cannot be excluded for fraud, negligence causing death, etc.
16. Modifications; Availability
We may update Services or Terms. Downtime may occur due to maintenance or outages.
17. Publicity
ThumosAI may reference Client’s name/logo in marketing with prior consent.
18. Open-Source; Export; Anti-Corruption
Open-source components under their own licenses.
Compliance with export/sanctions laws.
Both parties comply with anti-bribery/anti-corruption laws.
19. Assignment; Subcontracting
Assignments allowed only with consent, except in cases of merger or acquisition. Subcontracting permitted with responsibility retained.
20. Notices
Notices must be written and sent by email or courier.
21. Governing Law & Dispute Resolution
Governing Law: Estonian law (excl. CISG).
Negotiations: 30-day informal resolution attempt.
Arbitration: ECCI in Tallinn, language = English.
Exceptions: Injunctive relief for IP rights in Tallinn courts.
22. Force Majeure
Neither party is liable for failures beyond reasonable control (acts of God, strikes, outages, war, etc.).
23. Electronic Communications & Signatures
Electronic signatures and records are valid and binding.
24. Miscellaneous
These Terms are the entire agreement unless overridden by a Service Agreement or NDA. Invalid provisions don’t affect the rest.
Contact ThumosAI
ThumosAI OÜ
Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551
E-mail: [email protected] | Phone: +372 530 808 75
Site: https://thumos.cloud | Privacy Policy: https://thumos.cloud/privacypolicy
