Please read these Terms of Service carefully before using Theia Fiber AI's platform or website. By accessing or using our Services, you agree to be bound by these terms. If you do not agree, do not use our Services.
These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or the organization you represent, "Customer" or "you") and Theia Fiber AI, Inc. ("Theia," "we," or "us"), a Delaware corporation.
By creating an account, accessing our platform, submitting a pilot access request, or otherwise using our Services, you confirm that you have read, understood, and agree to these Terms and our Privacy Policy, which is incorporated herein by reference.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.
Theia Fiber AI provides a cloud-based platform for fiber infrastructure governance, SLA accountability, and optical network monitoring (the "Platform" or "Services"). Core capabilities include:
We reserve the right to modify, suspend, or discontinue any feature or aspect of the Services at any time with reasonable notice to active customers.
The Services are intended for business use by organizations operating fiber infrastructure, including dark fiber operators, carriers, internet service providers, data center operators, and related entities. The Services are not intended for personal or consumer use.
You must be at least 18 years of age and have the legal authority to enter into binding contracts on behalf of yourself or your organization to use our Services.
Access to the Platform is provisioned by Theia following execution of a mutually agreed order form, pilot agreement, or SaaS subscription agreement. You are responsible for:
You may not share account credentials with individuals outside your organization or allow unauthorized access to the Platform.
You may use the Services solely for your internal business purposes in connection with managing your fiber infrastructure and related operations. You agree not to:
Ownership. You retain all rights, title, and interest in the data, telemetry, and content you submit to or generate through the Platform ("Customer Data"). Theia does not claim ownership of Customer Data.
License to Theia. You grant Theia a limited, non-exclusive license to process, store, and use Customer Data solely to provide and improve the Services, comply with legal obligations, and as described in our Privacy Policy.
Responsibility. You are solely responsible for the accuracy, quality, and legality of Customer Data you submit to the Platform, and for obtaining all necessary rights and permissions to provide such data to us.
Critical Events Records. CERs generated by the Platform based on your Customer Data are intended to serve as evidentiary records. Theia makes no warranty regarding the admissibility or legal enforceability of CERs in any jurisdiction or proceeding. You are responsible for independently verifying their suitability for any specific legal or contractual purpose.
Theia and its licensors retain all rights, title, and interest in and to the Platform, including all software, algorithms, models, designs, trademarks, and documentation (collectively, "Theia IP"). Nothing in these Terms transfers ownership of any Theia IP to you.
The Theia name, logo, and "theiafiber" marks are trademarks of Theia Fiber AI, Inc. You may not use them without our prior written consent.
If you provide feedback, suggestions, or ideas about the Services, you grant Theia a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.
Each party agrees to keep confidential the non-public information of the other party disclosed in connection with the Services ("Confidential Information"), and to use it only for the purposes contemplated by these Terms. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this agreement, (b) was known to the receiving party before disclosure, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or court order.
This obligation survives termination of your use of the Services for a period of three years.
Subscription fees, pilot fees, and other charges are set forth in the applicable order form or agreement between you and Theia. Unless otherwise specified:
These Terms remain in effect for as long as you use the Services or maintain an account. Either party may terminate the relationship upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice.
Upon termination: (a) your access to the Platform will be disabled, (b) you must cease all use of the Services, and (c) Theia will make your Customer Data available for export for a period of 30 days following termination, after which it may be deleted.
Sections 6, 7, 8, 11, 12, 13, and 14 survive termination.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THEIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA GENERATED BY THE PLATFORM WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE OR LEGAL PROCEEDING.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THEIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THEIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO THEIA IN THE TWELVE MONTHS PRECEDING THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.
You agree to defend, indemnify, and hold harmless Theia and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms, (b) your Customer Data and any claims that it infringes third-party rights, or (c) your violation of any applicable law or regulation.
These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising from or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Nassau County, New York.
Before initiating any legal proceeding, each party agrees to attempt to resolve the dispute informally by contacting the other party in writing and allowing 30 days for good-faith resolution.
We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and notify active customers by email or through the Platform at least 14 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.
If you do not agree to the updated Terms, you must stop using the Services before the effective date of the changes.
If you have questions about these Terms, please contact us at: