Terms of Service

Terms and Conditions of Use

Last Updated: October 8, 2025

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 (together with the Website, our “Services”), except as described below. If you are a customer or business partner (including customers of a business partner) of Thalamus (“Customer”), this Agreement also applies to your organization and your organization’s users (“End Users”) to the extent that your End Users use our Services, whether by direct use, API integrations, or otherwise. Please read this Agreement carefully. The terms “you,” “your,” 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 you represent and warrant 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 the case that you are binding your organization to this Agreement, “you” and “your” will also refer to that organization, wherever possible.

BY PROVIDING INFORMATION TO US OR BY BROWSING, REGISTERING FOR, ACCESSING, INSTALLING, OR USING THE SERVICES, INCLUDING ANY UPDATES THERETO, 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 or browse, register for, access, install or use any of the Services.

AI TRANSPARENCY. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO OR USE OF THE SERVICES MAY INVOLVE YOUR INTERACTION WITH ARTIFICIAL INTELLIGENCE TECHNOLOGY, WHICH AUTONOMOUSLY OR PARTIALLY AUTONOMOUSLY PROCESSES DATA THROUGH A GENERIC ALGORITHM, A NEURAL NETWORK, MACHINE LEARNING, LARGE LANGUAGE MODELS, OR OTHER TECHNIQUES.

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. If any of those modifications would materially alter your rights or obligations hereunder, we will notify you of those modifications through an email notice sent to the email we have on file as associated with your account. Your continued access to or use of the Services after receiving such notice will be deemed to be your consent to the modifications described therein. 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, and you agree to do so.

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 AND WAIVE YOUR RIGHT TO A TRIAL BY JURY. Please see Section 24: Arbitration for additional information.

3. DEFINITIONS

Words and phrases used in this Agreement have their definitions given in this Agreement or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.

4. TERM

This Agreement is entered into as of the date you first access or use the Services (the “Effective Date”) and will continue until terminated as set forth herein.

5. 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.

6. 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”, “CORE” OR “CORTEX” 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 SUCH CORE, CEREBELLUM AND/OR CORTEX SERVICES PROVIDED TO YOU BY THE AAMC), 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 SUCH CORE, CEREBELLUM AND/OR CORTEX 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, CEREBELLUM AND/OR CORTEX ON A FREE BASIS WILL BE SOLELY GOVERNED BY THIS AGREEMENT.

7. AGE REQUIREMENT

You must be at least 16 years of age to enter into this Agreement and to register for use of the Services. 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 Services. If you are a parent or guardian and you provide consent for your child’s registration with the Services, you agree to be bound by this Agreement with respect to your child’ use of the Services.

8. SERVICES

A. Service Description

The Services provide 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 Services 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 and learn about and/or use the Services at the Website. You may also be able to access the Services via a downloadable mobile application on compatible versions of your iPhone®, iPad®, or Android™ 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 Services 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 accounts, including, but not limited to, your name, email address, ACGME ID # (as applicable) and/or any academic records is truthful, accurate and complete. You will not: (i) select or use a Service account of another user with the intent to impersonate that user; or (ii) use a Service account name that we, in our sole discretion, deem offensive.

D. Eligible Applicants

In order to register for the Services, 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 Services 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 Services 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 Services, 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 Services:

i. The Services 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 Services.

ii. If you use the Services, you must also use the relevant Application Service tools to facilitate your application and match processes. The Services are 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 Services do not actually facilitate your actual Program ranking or match. Any tools offered by the Services to help you with these processes are supplementary.

iii. The Services rely 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 Services will use it properly, free of error and/or malicious intent.

iv. For clarity, your use of any other Application Services, accreditation services, or any other third-party service including, but not limited to use of their products and services, are governed by their own terms and conditions, which we encourage you to review.

v. The Services uses SSL encryption protocols for the transmission of your personal information. However, no data transmitted over the Internet or stored or maintained by us or our third-party service providers can be 100% secure. Therefore, we do not promise or guarantee, and you should not expect, that your personal information or private communications will always remain private or secure. We do not guarantee that your personal information will not be misused by third parties. We are not responsible for the circumvention of any privacy settings or security features. You agree that we will not have any liability for misuse, access, acquisition, deletion, or disclosure of your personal information.

vi. The Services 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 Services, 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 Services 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 Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, 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.

9. FEES

The Services 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.

10. LICENSE & OWNERSHIP

Thalamus gives you a personal, non-assignable, non-sublicensable, and non-exclusive license to use the Services and any software associated with them 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). The collection, arrangement, and assembly of all our content and information through the Website are the exclusive property of Thalamus and protected by United States and international copyright laws. You are solely responsible for verifying the accuracy, completeness, and applicability of all our content and information and for your use of any of our content and information. Except as set forth in this Agreement, you are granted no licenses or rights in or to any of our content or information or any intellectual property rights therein or thereto.

11. USER CONTENT

All information, data, text, graphics, video, messages, or other materials, whether publicly posted or privately transmitted to or via the Services by other users of the Services (“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 Services, as well as for their conduct generally while using the Services. 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 Services, 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 Services to create, post, upload, transmit or otherwise make available any Content, you hereby grant Thalamus a royalty-free, non-exclusive, fully sublicensable, perpetual license to utilize such Content for the purpose of providing, securing, and improving the Services, developing new or related products and services, and for the limited purposes stated in our Privacy Policy. If you are registering for the Services 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 Services. 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. For the sake of clarity, Thalamus may use your Content to train its machine learning models in the course of improving the Services and in the development of new or related products and services. When Content is used to improve Thalamus’ machine learning models, Thalamus will ensure that such Content, including any personal information contained therein, is not reproduced in an identifiable manner by any model directly provided to another user of the Services or Thalamus customer, and will take necessary steps to prevent this, such as applying data sanitation algorithms to training data.

12. 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 transferable, irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback for any purpose, including any commercial purpose. Feedback should be submitted to customercare@thalamusgme.com.

13. 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 Services, 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 Services or any applications running on the Services’ software or otherwise utilized by or for the Services.

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

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 Services;

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 Services 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 Services 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 Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.

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

l. access the Services from territories where its contents are illegal is prohibited (those who choose to access the Services 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 Services 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 Services; 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 Services. 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.

14. CONFIDENTIALITY

You agree that, unless otherwise specifically provided herein or agreed by Thalamus in writing, software, documentation, or other elements of the Services 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 at least as protective as the provisions hereof, to use the foregoing, 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.

15. 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 of such Third-Party Materials; and (c) does not make any promises to remove Third-Party Materials from being accessed through the Services.

16. PRIVACY AND MARKETING

We may collect certain personal information about you or your organization’s users during your use of the Services. All personal information that you provide to us will be governed by the Privacy Policy, which is available at www.thalamusgme.com/privacy-policy. Notwithstanding anything to the contrary, if you are registering for the Services on behalf of an organization, you agree to permit Thalamus to publicly identify your organization as a user and to use your organization’s name, trademark, 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 Services 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 and warrant that you have obtained required consents and provided appropriate disclosures for such activities.

17. TECHNICAL SUPPORT

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

18. 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 SERVICES. THALAMUS MAKES NO REPRESENTATION OR WARRANTIES THAT THE 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 SERVICES DO 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 SERVICES, AND THALAMUS HAS THE RIGHT TO UNILATERALLY ABANDON FURTHER DEVELOPMENT OF THE SERVICES 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 SERVICES 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 SERVICES AND ASSUME ALL RISKS ASSOCIATED WITH THEIR USE.

WITH RESPECT TO ANY PORTION OF THE SERVICES UTILIZING ARTIFICIAL INTELLIGENCE TECHNOLOGY (“AI FEATURES”), THALAMUS DOES NOT GUARANTEE THE ACCURACY OF AND THALAMUS HEREBY DISCLAIMS ANY WARRANTY RELATING TO ANY OUTPUT GENERATED BY THE AI FEATURES. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, USE OF THE AI FEATURES MAY IN SOME SITUATIONS RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT THE ACTION GENERATED. THEREFORE, YOU AGREE TO USE ANY OUTPUT FROM THE AI FEATURES AT YOUR OWN RISK.

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.

19. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THALAMUS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, INVESTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY CLAIM, SUIT, ACTION, OR DEMAND, AND ALL RESULTING DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES, OR THE INFRINGEMENT BY YOU, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

20. 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.

21. 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 SERVICES, (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 SERVICES, (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 SERVICES, OR (VI) ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, 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 TWELVE MONTHS PRECEDING THE DATE ON WHICH YOUR MOST RECENT CLAIM FOR LIABILITY ARISES, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

22. TERMINATION

Unless earlier terminated as set forth below in this paragraph, this Agreement will automatically continue from the Effective Date 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 if we believe that you have violated any terms of this Agreement or otherwise abused any of our Services, then such termination may be without refund. We may also terminate your access to the Services, without refund or other recourse to you, if we are required to for legal reasons, we cease to offer the Services, if we think you have abused or misused the Services in any way, or if we shut down our operations or cease to offer the Services 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 Services (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 if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you must discontinue use of the Services.

23. 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 Services 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:

24. ARBITRATION; DISPUTE RESOLUTION

You and Thalamus agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services; any validity, interpretation, breach, enforcement, or termination of this Agreement; or otherwise relating to Thalamus in any way (collectively, “Covered Dispute Matters”) will be resolved in accordance with the provisions set forth in this Section 24.

A. Pre-Arbitration Informal Resolution. You and Thalamus agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Thalamus therefore agree that, before either demands arbitration against the other, you and Thalamus will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Covered Dispute Matter. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Thalamus that you intend to initiate an informal dispute resolution conference, send such notice to: admin@thalamusgme.com. The notice must be sent via email and include the same level of detail as is required by the Rules (defined below) for a demand for arbitration, as well as your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), and primary telephone number. If you and Thalamus are unable to resolve the Covered Disputer Matter within 60 days of when the notice is received, then the claimant may file a demand for arbitration. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this Section 24(A).

B. Applicable Law. You and we agree that this Agreement and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies to this Agreement and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings agreed to by you and us hereunder.

C. Arbitration. Any and all Covered Dispute Matters must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its rules then in effect (“Rules”). In order to initiate arbitration following the conclusion of the informal dispute resolution process required by Section 24(A), a party must provide the other party with a written demand for arbitration and file the demand with the AAA. If you initiate arbitration against Thalamus, you must send the written demand for arbitration to admin@thalamusgme.com, via email. Additionally, if you initiate arbitration against Thalamus, you must send an electronic version of the demand for arbitration to the AAA, and you must send an electronic version of the as-filed demand to us at admin@thalamusgme.com. By signing the demand for arbitration, a party’s counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement. You and we agree the arbitration will be conducted by a single arbitrator and that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of this arbitration agreement is void or voidable or a particular claim is subject to arbitration. The arbitrator will apply the governing law set forth in this Agreement to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. For matters where the relief sought is over $5,000 USD, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration shall take place in San Francisco, California, U.S.A.; however, desk, phone, or video conference proceedings may be utilized where appropriate and permitted to mitigate costs of travel. Payment of all filing, administration, arbitrator fees, and other costs of arbitration will be governed by the Rules, unless otherwise stated in this agreement to arbitrate. You and we agree that the arbitrator’s award shall be final and binding, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing or anything to the contrary, the AAA’s Mass Arbitration Supplementary Rules (the “Supplement”) shall apply to any Mass Arbitration filed against Thalamus. The term “Mass Arbitration” means 25 or more similar demands for arbitration filed against Thalamus by individual claimants represented by either the same law firm or law firms acting in coordination. Within 60 days of the filing of a demand for arbitration that is part of a Mass Arbitration, the parties will initiate a global mediation of the Mass Arbitration. The mediator will be appointed by AAA unless the parties can agree on a mediator. The mediation shall take place concurrently with the arbitrations and shall not act as a stay of the arbitration proceedings, unless agreed to by the parties. The fees charged by the mediator and any administrative fees charged by AAA associated with the mediation, will be paid by Thalamus.

D. Injunctive and Declaratory Relief. Except as provided in Section 24(E) below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, and not in arbitration, after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

E. Exceptions to Arbitration. There are only two exceptions to this agreement to arbitrate: First, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose intellectual property rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction. Second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

F. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Thalamus prior to the effective date of the amendment. However, the amendment shall apply to all other Covered Dispute Matters governed by the agreement to arbitrate that have arisen or may arise between you and Thalamus. If you do not agree to the amended terms of this arbitration agreement, you must notify us in writing at admin@thalamusgme.com within 30 days of our posting to the Website, or notification to you, of the amendment(s) to the arbitration agreement, and you must immediately cease accessing and using the Services, in which case you will not be bound by such amendment(s); provided, however, that if you continue to access or use the Services despite sending us such a notice, that notice shall be deemed rescinded, and you shall be deemed to have agreed to such amendment(s).

G. Judicial Forum for Legal Disputes. Unless you and we agree otherwise and except for claims in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular Covered Dispute Matter, either as a result of your decision to opt out of the agreement to arbitrate, or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court presiding over San Francisco, California, U.S.A. You and we agree to submit to the exclusive personal jurisdiction and venue of the courts presiding over San Francisco, California, U.S.A. for the purpose of litigating all such claims or disputes.

H. YOU MAY OPT OUT OF ARBITRATION. IF YOU ARE A NEW USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO ADMIN@THALAMUSGME.COM (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT FOR THE FIRST TIME. In order to opt out, you must email your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), primary telephone number, and an unaltered digital image of your valid driver’s license or other national, state, or provincial identification card to admin@thalamusgme.com. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of this Section 24 and the remainder of this Agreement continues to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

I. YOU WAIVE CERTAIN RIGHTS. BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (A) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (B) TO SERVE AS A CLASS REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION (EXCEPT AS SET FORTH IN SECTION 24(C), OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT, AND (C) TO A TRIAL BY JURY. If a decision is issued stating that applicable law precludes enforcement of any of this Section’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought into a state or federal court presiding over San Francisco, California, U.S.A. All other claims shall be arbitrated.

J. STATUTE OF LIMITATIONS FOR YOUR CLAIMS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY AND ALL CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE MATERIALS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

25. 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. SMS Messages.

i. Applicability. By enrolling in, or otherwise requesting or agreeing to receive, text messages from or on behalf of Thalamus (the “SMS Services”), you agree to the terms and conditions in this Section.

ii. Opting In. During your access to, or use of, the Services, we may invite you to participate in the SMS Services. You will only receive text messages from us, and otherwise be able to participate in the SMS Services, if we receive your consent thereto. Your consent to participate in the SMS Services is not required as a condition to using the Services, unless we expressly notify you to the contrary.

iii. Delivery. We will provide the SMS Services to you at the mobile number you provided to us through your consent to participate in the SMS Services or at the mobile number that is otherwise associated with your Service account. Text messages sent to you as part of the SMS Services will be sent using an automatic telephone dialing system that connects through your mobile phone carrier or using any other replacement or successor technology that we choose in our sole discretion. Please note that we may not be able to deliver text messages to certain subscribers of certain mobile carriers. The frequency of text messages sent to you through the SMS Services is variable.

iv. Content. The content of text messages that you receive through the SMS Services will be operational, informational, and transactional.

v. Opting Out. You may stop participating in the SMS Services at any time. To stop participating in the SMS Services, you must reply “STOP” to the 5-digit number from which you received our original message. After texting “STOP,” you may receive additional text messages confirming that your request has been received and processed, and you may continue to receive text messages for a short period while we process your request.

vi. Assistance. If you need further assistance with the SMS Services, text “HELP” to the 5-digit number you received our original message from or contact our customer service at customercare@thalamusgme.com.

vii. Eligibility. Notwithstanding any other provision of this Agreement to the contrary, by participating in the SMS Services, you represent and warrant that you are 18 years of age or older, and you agree not to participate in the SMS Services if you are under such age. You further represent and warrant that you are the current subscriber or authorized user of the mobile number that you have provided to us for the purposes of the SMS Services.

viii. Modifications. We may change any short code or telephone number we use to operate the SMS Services at any time and will notify you of these changes at the mobile number that we have been using to send you text messages. You agree to maintain accurate, complete, and up-to-date information with us related to your receipt of text messages, including, without limitation, notifying us immediately at customercare@thalamusgme.com if you change your mobile number.

ix. Responsibility. You agree that you will not initiate text messages from us to the mobile number of any third party without their permission. You agree to indemnify, defend, and hold us harmless from any claims arising from you providing us with a mobile number that is not the one to which you subscribe or which you are authorized to use. You agree that we will not be liable for failed, delayed, or misdirected delivery of any content sent through the SMS Services, any errors in such content, or any action you may or may not take in reliance on the content sent through the SMS Services. YOU FURTHER AGREE THAT MOBILE CARRIERS ARE NOT LIABLE FOR DELAYED OR UNDELIVERED MESSAGES.

26. NO WAIVER

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.

27. 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 Services, superseding any prior agreements between you and Thalamus. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator 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.

28. CONTACT INFORMATION

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

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