Terry Limited LLC, a limited liability company formed under the laws of the Commonwealth of Pennsylvania, United States ("Terry Limited LLC", "we", "us", "our"), provides the Terry service. These Terms of Service (the "Terms") are a contract between Terry Limited LLC and the business that opens an account (the "Customer", "you", "your").
Effective date: 2 November 2026. Version: 1.5.
By opening an account, clicking to accept, signing an Order Form or using the Service, you accept these Terms on behalf of the business you represent and confirm that you have authority to do so. If you do not have that authority, or you do not agree, do not use the Service. The Service is offered to businesses only. We do not offer it to consumers.
1. Definitions
1.1 "Add-on" means an optional feature you turn on separately, such as LinkedIn outreach, messaging apps (WhatsApp, Instagram and Telegram), texting, calling, CRM sync, video calls, call notes or Terry's voice in a call.
1.2 "Admin" means a User you designate to manage your account, including billing, Users, Connected Accounts and settings.
1.3 "AI Credits" means the metered unit we use to charge for AI drafting and related model use on the managed model.
1.4 "AUP" means the Terry Acceptable Use Policy at https://terryai.io/acceptable-use.
1.5 "Compliance Gate" means the checks the Service runs before a message is sent, including consent status, suppression, sender identification and unsubscribe mechanics.
1.6 "Connected Account" means a third-party account you or a User links to the Service, such as a Gmail or Microsoft 365 mailbox, a plain mailbox reached over SMTP and IMAP, a calendar, a LinkedIn account, a WhatsApp, Instagram or Telegram account, or a CRM. Telephone numbers are not Connected Accounts: we buy and run those for you as a paid line, and you cannot bring your own.
1.7 "Contact" means any person whose information you load into the Service or whom you message through it, including prospects, leads and referral partners.
1.8 "Customer Content" means everything you or your Users put into the Service, or that the Service collects for you from your Connected Accounts, including Contacts, lists, messages, replies, calendar data, company knowledge, templates and rules.
1.9 "DPA" means the Terry Data Processing Addendum at https://terryai.io/dpa.
1.10 "Documentation" means the help center at https://terryai.io/help and the other help pages and technical descriptions we publish for the Service.
1.11 "Fees" means the amounts payable for the Service, including Plan fees and Metered Lines.
1.12 "Merchant of Record" means Paddle, the payment provider that sells the Service to you and collects payment and taxes, or any replacement provider we name.
1.13 "Metered Line" means a charge that scales with use, such as seats, AI Credits, pool mailboxes, connected LinkedIn, WhatsApp, Instagram and Telegram accounts, and texting volume. Connecting a User's own mailbox is not a Metered Line and is never charged separately.
1.14 "Order Form" means a written order, quote or agreement signed by both parties that references these Terms.
1.15 "Outputs" means text and other material the Service generates for you, such as draft emails, reply classifications and summaries.
1.16 "Plan" means a subscription tier, currently Starter, Pro or Enterprise.
1.17 "Service" means the Terry hosted software, the Add-ons you enable, the Documentation and any support we provide.
1.18 "Sub-processor" means a third party we engage to process Customer Content on our behalf.
1.19 "User" means an individual you allow to use the Service under your account, including your sales reps.
2. The Service
2.1 What Terry does. Terry is a hosted AI sales development service. It drafts outreach email in your voice, sends it from your Connected Accounts or from a pool of mailboxes we manage for you, reads replies, books meetings on your calendar, hosts video calls with your Contacts and hands warm conversations to your Users.
2.2 Powered by ContextBus. AI orchestration for the Service is provided by ContextBus, a context engine operated by ContextBus LLC, which acts as our Sub-processor under section 9.
2.3 Your instructions. The Service acts on your instructions: the Contacts you load, the attestations you make, the campaigns you approve, the Connected Accounts you link and the settings you choose. You are the sender of every message the Service sends for you. Terry Limited LLC is your service provider.
2.4 Research on a Contact you have entered. The Service can look up a Contact you have already added,
and a Contact's company, in sources that are open to the public: the company's own website, the
public professional pages the Contact or their employer publishes, a web search engine, and, where
you have connected an account and switched the feature on, the Contact's own LinkedIn profile. It
does this only on your instruction, for a Contact already in your workspace, and never to find people
you have not told us about. The Service is not a lead database, a people search service or a data
broker. We do not sell, licence or share Contact data, and we do not build a pool of people across
Customers.
2.5 What research is, and is not. Research is a best efforts reading of what is publicly available
about a person you named, on the day it runs. It is the work a colleague would do with a search
engine and a company website, done faster. We do not promise that it will find anything, that what it
finds is complete, or that it is correct: public pages go out of date, people share a name, and a
source can simply be wrong. Each fact the Service keeps is stored with the page it came from so you
can check it, and the Service records every page it read. YOU REMAIN RESPONSIBLE FOR WHAT YOU SEND.
Read what the Service found before you rely on it, and correct or delete anything that is wrong.
2.6 Sources we refuse. The Service does not take a person's details from people search sites,
background check sites or contact data vendors, and maintains a list of such sources that it refuses.
That list cannot be complete, so if a refused source is reached despite it, tell us and we will add
it. The Service does not guess a person's email address or phone number from what it reads, and it
does not read anything behind a login other than a LinkedIn account you have connected yourself.
2.7 Your basis for the Contact. You decide which people go into your workspace and you record where
they came from. Research does not create a lawful basis to contact anyone, and it does not change the
basis you recorded. The compliance gate applies to a researched Contact exactly as it does to any
other.
2.8 Add-ons. Add-ons depend on third parties. LinkedIn and messaging apps (WhatsApp, Instagram and Telegram) run through the connector Unipile using a User's own account on that platform. A messaging app connected this way is the User's own account, not a business messaging service provided by the platform. Texting and calling run through Twilio. CRM sync runs through the CRM provider's API. Terry Call video calls run on infrastructure we host (section 2.11); a video link made through Zoom, Google Meet or Microsoft Teams runs on that provider. We may add, change or withdraw Add-ons with notice under section 21.
2.9 Changes to the Service. We improve the Service continuously. We will not materially reduce the core functions of your Plan during a paid period without notice. If a reduction is material, you may terminate and receive a pro rata refund of prepaid Fees for the unused period.
2.10 Support. We provide support by email at support@terryai.io during business hours in Eastern Time, and the help center at https://terryai.io/help explains how the Service works. Ask Terry, the assistant inside the Service, answers how-to questions from the help center. Enterprise support terms are set out in the Order Form.
2.11 Terry Call. Terry Call is a video call that we host on AWS, using LiveKit media server software that we run ourselves. Terry Call does not record audio or video. Participants can chat in the call, share a screen, and add people by sending them a link. Background blur and noise suppression run inside the participant's own browser. Everything the call page runs is served from our own servers, pinned to a version and checked against a fixed fingerprint before it runs, so no third party sees who is on a call.
2.12 Terry notes. If you turn on call notes, Terry can take notes on a Terry Call for the User who hosts it. Notes work like this:
(a) Every participant other than the host is asked first, on their own screen, whether they agree to notes. The wording they saw, its version and their answer are recorded. A participant may join without notes, or stop notes during the call, and then nobody on that call is transcribed. While anyone in the call has not agreed, notes pause.
(b) While notes are on, speech is turned into text by Amazon Transcribe in our AWS account, and chat messages sent in the call join the notes.
(c) During the call Terry may show the host suggestions, such as a question to ask or a fact from your approved knowledge. Only the host sees them.
(d) After the call, Terry's AI model, through ContextBus, writes a summary, decisions, objections and next steps, and drafts a follow-up email. The follow-up is a draft for a User to review. Terry never sends it on its own.
(e) The transcript of a call, including its chat messages and what Terry said, is deleted 30 days after the call. The summary, decisions, objections and next steps, and the participants' answers to the notes and voice notices, stay with the conversation until you delete the person or the account ends.
2.13 Let Terry take the call. If you turn on Terry's voice, the host may ask Terry to speak in a Terry Call on the host's behalf. Terry's voice is produced by Amazon Polly in our AWS account. Terry speaks only while notes are on and every participant other than the host has agreed to them, and only after each of those participants has seen a second notice that an AI assistant would like to speak and chosen to continue. The first thing Terry says, every time, is that it is an AI assistant speaking for your business on the host's behalf. The other participants see a notice while Terry is speaking and can ask for the host at any time, and Terry then stays quiet for the rest of the call. Terry answers only from your approved knowledge and hands back to the host on prices, discounts, contract terms, dates, promises and anything that knowledge does not state. Terry cannot agree a price or a contract and does not book meetings. The host stays in the call. What Terry says, it says on your instructions under section 2.3.
2.14 Your responsibilities on calls. You are responsible for using Terry Call, call notes and Terry's voice lawfully. That includes laws on recording, transcribing or listening to a conversation that need the agreement of every participant, which apply in several US states and in Canada; laws that require you to tell a person that they are speaking with an AI; and any law, regulator or platform rule that prohibits an artificial or AI voice for a particular kind of conversation, which you must not use Terry's voice for. The consent screens, the notice and the spoken disclosure are tools that help you meet those duties. They are not legal advice, and they do not make a use lawful. The AUP sets out further rules for calls.
2.15 Message requests. If message requests are on, a message from somebody who is not yet in your workspace, sent to a connected mailbox or messaging account, is held for the owner of that account as a message request. Until the owner lets it in, it is not added to a list, drafted for, answered automatically or shown to the rest of your team. Each User may also keep a personal list of people they have muted. A request to stop being contacted is honoured whatever these settings say, on every channel.
3. Accounts and Admins
3.1 Registration. You must give accurate information when you open an account and keep it current, including your legal name, physical address and a working contact method. This information appears in the footer of email sent through the Service.
3.2 Admins. Your first Admin is the person who opens the account. Admins may add and remove Users, connect and disconnect Connected Accounts, change settings and manage billing. Admins decide which other Users may connect a Connected Account that is billed per account, which today means LinkedIn, WhatsApp, Instagram and Telegram accounts, and every Admin is told when one is connected or disconnected. We may rely on instructions from any Admin.
3.3 Users. You are responsible for every User and for everything done under your account. Each User must be a real person using their own login. Sharing logins is not permitted.
3.4 Credentials. Keep passwords, API keys and tokens confidential. Tell us at security@terryai.io promptly if you suspect unauthorised access. We may require multi-factor authentication.
3.5 One account, one business. An account belongs to one Customer. You may not resell, sublicense or share the Service with another business unless an Order Form allows it.
3.6 Age and authority. Terry is a business tool and is not offered to children. By opening an account, or by using it as a User, you confirm that you are at least 18 years old and that you have the authority to accept these Terms on behalf of the Customer you name. If you do not have that authority, do not open the account. We may close an account at any time if we learn that the person who opened it was under 18 or lacked that authority, and we will refund any unused prepaid Plan fee for the remainder of the current billing month.
4. Subscriptions, Plans, Metered Lines and trials
4.1 Plans. The Service is sold by monthly subscription. Starter and Pro are self-serve. Enterprise is by Order Form. The features and included quantities of each Plan are described at https://terryai.io/#pricing and may be updated under section 4.5.
4.2 Metered Lines. On top of the Plan fee, we charge Metered Lines for use above the quantities included in your Plan. Current Metered Lines are seats, AI Credits, pool mailboxes, LinkedIn accounts, WhatsApp, Instagram and Telegram accounts beyond those your Plan includes, and texting. LinkedIn, WhatsApp, Instagram and Telegram accounts are billed per connected account for as long as the account stays connected. Pool mailboxes are available on Pro and above; Starter sends from your team's own mailboxes. Usage is measured by the Service and shown in your account. Our measurements are final unless shown to be wrong.
4.3 Billing cycle. Plan fees are charged in advance each month. Metered Lines are charged in arrears at the end of each billing month, or when a prepaid balance runs out, as shown in your account.
4.4 Renewal and cancellation. Your subscription renews automatically each month until you cancel. You may cancel at any time from your account. Cancellation takes effect at the end of the current billing month. Enterprise terms and renewals are as stated in the Order Form.
4.5 Price changes. We may change Plan prices and Metered Line rates on at least 30 days' notice by email to your Admins. New prices apply from your first billing month after the notice period. If you do not accept a price change, cancel before it takes effect. Prices fixed in an Order Form do not change during the period stated in that Order Form.
4.6 Trials. We may offer a free trial or trial credits. Trials are limited in time, volume or features as stated when you start them. Trial use is subject to these Terms, including the AUP. We may end a trial at any time. At the end of a trial your account converts to a paid Plan only if you choose one.
4.7 Downgrades. If you move to a smaller Plan, features and included quantities change at the start of the next billing month. Usage above the new limits is charged as Metered Lines.
5. Payment through the Merchant of Record and taxes
5.1 Paddle sells the Service. Your purchase is made from Paddle as Merchant of Record. Paddle's checkout terms apply to the purchase, the collection of payment and the issuing of invoices and receipts. Paddle's terms are shown at checkout.
5.2 Taxes. Paddle calculates, collects and remits applicable sales taxes, including US state and local sales tax and, where a Customer is outside the United States, VAT or the local equivalent, based on the billing details you give. Fees shown before checkout exclude taxes unless stated. You are responsible for giving correct billing details, including any tax registration number.
5.3 Payment method. You must keep a valid payment method on file with Paddle. If a charge fails, it may be retried, and we may suspend the Service under section 14 if the amount stays unpaid.
5.4 Billing disputes. If you believe a charge is wrong, tell us at support@terryai.io within 30 days of the charge. We will work with you and Paddle to resolve it.
5.5 Enterprise invoicing. Enterprise Customers may be invoiced directly on the terms in the Order Form, including the payment period and late payment interest of 1.5% per month or the highest lawful rate, whichever is lower.
6. Refunds
6.1 The Refund Policy applies. When a payment can be refunded, and how to ask, is set out in our Refund Policy, published at https://terryai.io/refund-policy and part of these Terms. In summary: a first subscription payment can be refunded within 14 days of purchase, in full or in part depending on use; a renewal within 14 days if the Service was not used in that billing period; unused AI Credits from a credit pack within 14 days of purchase; and usage charges when they were billed in error.
6.2 Other refunds. Apart from the Refund Policy, sections 2.9 and 16.2, and anything stated in an Order Form, Fees are not refundable. Plan AI Credits and month only top-ups expire at the end of the billing month they were given for. AI Credits from a credit pack last 12 months from purchase.
6.3 How refunds are paid. Refunds are processed by Paddle, as Merchant of Record, to the original payment method.
7. Customer obligations and acceptable use
7.1 The AUP applies. The AUP is part of these Terms. Where the AUP is stricter than these Terms on a sending question, the AUP applies.
7.2 Lawful basis for every Contact. Before you load a Contact, you must have a lawful basis to message that person under every law that applies to you and to the recipient, including the United States CAN-SPAM Act, state email statutes such as California Business and Professions Code section 17529.5, the Telephone Consumer Protection Act ("TCPA") and state equivalents for texting and calling, applicable state privacy laws such as the California Consumer Privacy Act, and, where you message a recipient outside the United States, the law of that place, including Canada's Anti-Spam Legislation ("CASL"). The Service asks you to attest the lawful basis and the jurisdiction for each list you load. That attestation is recorded against every Contact and we rely on it. A false attestation is a material breach.
7.3 No purchased or scraped lists without a lawful basis. You may not load lists that were bought, rented, scraped or harvested unless you can show a lawful basis to contact each person on them and you record it in the attestation.
7.4 Truthful sender identity. Every message must identify you truthfully. You may not use a false or misleading name, sender address, subject line or reply-to address, and you may not impersonate another person or business.
7.5 Prohibited content. You may not use the Service to send content that is unlawful, defamatory, fraudulent, deceptive, harassing, hateful or sexually explicit, that infringes anyone's rights, or that promotes goods or services that are unlawful where the recipient is located. The AUP lists prohibited categories.
7.6 Unsubscribe and suppression. You must honour every unsubscribe, STOP request and do-not-contact request. The Service records these and blocks further sending. You must not remove, override or work around suppression.
7.7 Third-party platform terms. You must comply with the terms of every platform you connect, including Google, Microsoft, LinkedIn, HubSpot and Salesforce. Automating activity on a LinkedIn account may breach LinkedIn's User Agreement. If you enable the LinkedIn Add-on, you do so on your own judgement and at your own risk. The same applies to WhatsApp, Instagram and Telegram. Their terms limit automated activity and messages to people who have not contacted you, and a platform may restrict an account that sends them. Features that write first to a person on a messaging app are off unless we turn them on for you, and then run within limits we set. On LinkedIn and messaging apps the Service sets separate daily limits for starting conversations and for answering people who wrote to you first, and you must not work around them.
7.8 Your own accounts are at your risk. If a third-party platform restricts, suspends or closes your Connected Account or a sending domain because of use of the Service, that is your risk. We will help where we reasonably can, but we are not liable for it.
7.9 Sending reputation. You are responsible for the reputation of your domains and Connected Accounts. We may set volume limits, warm-up schedules and pause rules to protect deliverability, and we may lower them if bounce, complaint or spam-trap rates rise.
7.10 Your business information. You must keep the business name, physical address and contact details in your profile accurate. They are inserted into every email footer as the law requires.
8. Third-party platforms and Connected Accounts
8.1 Your authorisation. When a User connects a mailbox, calendar, LinkedIn account, number or CRM, you authorise the Service to access it for the purposes described in the Documentation and the Privacy Policy, and you confirm that you have the right to grant that access.
8.2 Scope of access. For mailboxes, the Service sends messages you approve or that your automation settings allow, and looks at recent messages in the inbox so that it can find replies, bounces and unsubscribe requests to the messages it sent, classify them and stop further sending. If message requests are on, it also keeps a first message from a person who is not yet in your workspace, under section 2.15. It does not keep other mail. For calendars, the Service reads free and busy time and creates events. For CRMs, the Service reads and writes the records you map.
8.3 Disconnecting. You may disconnect any Connected Account at any time. We then stop accessing it and delete stored access tokens.
8.4 Pooled mailboxes. If you choose pooled mailboxes that we manage, the sending domains are registered in your name or, where you ask us to, by us as your agent under a separate agency letter. You remain the sender.
8.5 Platform changes. Platforms change their APIs and policies. We may need to change or withdraw a feature because of a platform change. Section 2.9 applies.
8.6 Open and click tracking. Email sent through the Service may include an open-tracking image and rewritten links so that the Service can record opens and clicks for you. You may turn tracking off in settings. The Privacy Policy explains what is recorded.
9. Customer Content and privacy
9.1 Privacy Policy. Our Privacy Policy at https://terryai.io/privacy explains what we collect and how we use it. It is part of these Terms.
9.2 Roles. For Customer Content, including Contact data, you are the controller, and the "business" under the state privacy laws that use that term, and Terry Limited LLC is your service provider. We process Customer Content only on your instructions, as given through your use of the Service and these Terms. For your account data, billing data and usage data, Terry Limited LLC is the controller.
9.3 DPA. The DPA applies to Customer Content and is published at https://terryai.io/dpa. It applies from the moment you accept these Terms; it does not need to be signed, and we will provide a counter-signed copy on request from legal@terryai.io if you need one for your records. In summary, it covers: the subject matter and purpose of processing; our duty to follow your instructions; confidentiality of our staff; the Sub-processor list and notice of changes; security measures; help with requests from individuals; notice to you within 72 hours after we confirm a breach affecting your Customer Content; deletion or return of Customer Content on termination; and audit by written report. If the DPA conflicts with these Terms on a data protection matter, the DPA prevails.
9.4 Sub-processors. Our current Sub-processors are listed in section 8 of the Privacy Policy at https://terryai.io/privacy. At the effective date they are: Amazon Web Services (hosting, region US East (Northern Virginia), us-east-1, including Terry Call, and Amazon Transcribe and Amazon Polly for call notes and Terry's voice when you use them); ContextBus LLC (AI orchestration, rules, knowledge search, and the web search a research step runs); Anthropic (AI model for the managed model option); Voyage AI (embeddings, which turn the company context you load and the text of a search against it into the numbers that make it searchable; a search can include what a Contact wrote in a reply or said on a call, and never their contact details); Postmark, a product of Wildbit LLC (our own account email to you, such as invitations, verification codes and password resets, never your outreach); Unipile (connector for your own Gmail or Microsoft mailboxes, LinkedIn accounts, and WhatsApp, Instagram and Telegram accounts, only if you use it); Twilio (texting and calling, only if you enable it; we hold that relationship and buy numbers for you, and you cannot connect your own); Paddle (billing); Google (Gmail and Google Calendar APIs, when a Google account is connected); Microsoft (Microsoft 365 mail and calendar APIs, when a Microsoft account is connected). We will give at least 30 days' notice before adding a Sub-processor that will process Contact data. You may object on reasonable grounds. If we cannot resolve the objection, you may terminate the affected part of the Service.
9.5 Your own vendors. Platforms you connect and model providers you supply your own API key for are your vendors, not our Sub-processors. Their terms govern their handling of your data.
9.6 Where data lives. Customer Content is stored in a database private to you on shared infrastructure we run on AWS. Dedicated environments are available by Order Form.
9.7 No training. We do not use Customer Content or Outputs to train machine learning models, and we contract with our model providers on terms that do not allow them to do so.
9.8 Requests from individuals. If a Contact asks to stop being contacted, we act on it directly. If a Contact asks for access, correction or deletion, we route the request to you and help you answer it within the time the law allows.
9.9 Cross-border processing. Customer Content is processed in the United States, and in other countries where our Sub-processors operate. You are responsible for any notice to Contacts the law requires.
10. Security
10.1 What we do. We run the Service on AWS with: encryption in transit using TLS; encryption at rest for databases and backups; OAuth tokens and secrets encrypted at rest with keys held separately from the data; a database private to each Customer; role-based access for our staff on a need-to-know basis; logging of administrative access; regular dependency and vulnerability scanning; daily backups kept for 7 days; and a written incident response process.
10.2 What we ask of you. Use strong passwords and multi-factor authentication, keep your User list current, remove Users who leave and tell us promptly about suspected incidents.
10.3 Not a guarantee. These are the measures we take. No hosted service is perfectly secure, and we do not promise that the Service will be free from intrusion or loss. Our liability for security incidents is subject to section 17.
11. AI disclosure
11.1 Outputs may be wrong. The Service uses large language models to draft messages, classify replies, summarise conversations and calls, suggest what to say on a call and, if you use Terry's voice, decide what Terry says. Speech recognition can mishear or misattribute what was said, so call notes can be wrong too. Outputs may be inaccurate, incomplete, out of date or inappropriate for a recipient even when they read well. You must review Outputs before relying on them.
11.2 A person approves. By default a User approves each outreach message or campaign before it is sent. You may choose settings that send automatically within limits you set. Automated sending is your choice, and every message sent under it is sent on your instructions.
11.3 The Compliance Gate is a tool. The Compliance Gate checks each send against consent status, suppression lists, sender identification and unsubscribe mechanics before it goes out. It is a control that reduces mistakes. It is not legal advice, it does not create consent, and passing the gate does not mean a message is lawful. Whether you may contact a person is your decision.
11.4 Model providers. The managed model is currently provided by Anthropic. If you bring your own API key, that provider's terms apply to that use and we are not responsible for that provider's outputs, availability or charges.
11.5 Disclosure to recipients. Some laws or platforms may require you to tell recipients that a message was drafted by AI or sent by automation. That is your responsibility. The Service offers an optional disclosure line. On a Terry Call, Terry's voice always says that it is an AI assistant before it says anything else, and you must not suggest otherwise.
12. Intellectual property
12.1 Our property. Terry Limited LLC and its licensors own the Service, including the software, the Compliance Gate rules, templates we supply, the Documentation, our trademarks and all improvements. You receive a limited, non-exclusive, non-transferable right to use the Service during your subscription for your internal business purposes, subject to these Terms. No other rights are granted.
12.2 Your property. You own Customer Content. You own the Outputs the Service generates for you, to the extent the law allows ownership of them, and we assign to you any rights we may have in them. You grant us a licence to host, copy, process, transmit and display Customer Content and Outputs only as needed to provide the Service, keep it secure, comply with the law and enforce these Terms.
12.3 Feedback. If you give us suggestions, we may use them without obligation to you.
12.4 Usage data. We may use aggregated, de-identified usage data to operate and improve the Service, provided it does not identify you or any Contact.
12.5 Restrictions. You may not copy, modify, reverse engineer, resell or build a competing product from the Service, remove notices, probe or test the Service's security without written permission, or use the Service to develop a model that competes with it.
12.6 Copyright complaints. You keep the rights in what you upload, and you are responsible for having them. That includes anything inside an intro video, such as music, stock footage or a voice, and anything inside a logo or a document you add to your knowledge library. Remember that an intro video is served on a public link to anyone your recipient shares it with.
Our designated agent to receive notifications of claimed infringement, registered with the United States Copyright Office under section 512(c)(2), registration number DMCA-1082006:
> Copyright Agent
> Terry Limited LLC
> 13 Kodiak Pass
> Morgantown, PA 19543
> United States
> Telephone: 484 269 9472
> Email: copyright@terryai.io
If you believe something hosted on Terry infringes your copyright, write to that agent with: your signature, electronic is fine; what work you say has been infringed; where the material is on Terry, a link is best; your name, address, telephone and email; a statement that you believe in good faith the use is not authorised by the owner, its agent or the law; and a statement, accurate on penalty of perjury, that your notice is correct and that you are the owner or authorised to act for them.
We will act promptly on a notice that contains all of that, which normally means removing or disabling the material and telling the Customer it belonged to. If you are that Customer and you believe the material was removed by mistake or misidentification, you may send a counter-notice to the same address with the equivalent details, and we will pass it on and restore the material unless the complainant tells us they have filed suit.
12.7 Repeat infringers. We will terminate, in appropriate circumstances, the account of a Customer or User who infringes copyright repeatedly. We decide what is appropriate, taking account of how many valid notices there have been, whether they were disputed and what the Customer did about them.
13. Confidentiality
13.1 Definition. "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would treat as confidential. Customer Content is your Confidential Information. Our unpublished pricing, roadmap and technical details are ours.
13.2 Duties. Each party will use the other's Confidential Information only to perform under these Terms, protect it with reasonable care and disclose it only to staff and advisers who need it and are bound to keep it confidential.
13.3 Exceptions. Confidential Information does not include information that is public without breach, already known to the receiving party, independently developed or received from a third party without restriction. A party may disclose Confidential Information if required by law, after giving notice where lawful.
13.4 Duration. These duties last for the term and five years after it, and for Customer Content for as long as we hold it.
14. Suspension and termination
14.1 Suspension by us. We may suspend all or part of the Service, with notice where practical, if: (a) Fees remain unpaid 10 days after a failed charge or an invoice due date; (b) we reasonably believe your use breaches section 7 or the AUP, including complaint or bounce rates above the thresholds in the AUP; (c) a platform or Sub-processor reports abuse; (d) your use threatens the security or integrity of the Service or other customers; or (e) the law requires it. We will lift the suspension once the cause is fixed.
14.2 Termination by you. You may cancel at any time from your account. Cancellation takes effect at the end of the current billing month, and no Fees are refunded except under section 6 and the Refund Policy.
14.3 Termination by us. We may terminate these Terms: (a) on 30 days' notice for any reason; (b) immediately if you materially breach these Terms and do not fix the breach within 10 days of notice, or if the breach cannot be fixed; (c) immediately for repeated AUP breaches, a false attestation under section 7.2 or unlawful sending; or (d) if you become insolvent.
14.4 Effect. On termination your right to use the Service ends and Fees already due remain payable. Sections 9, 12, 13, 15, 16, 17, 18, 19, 20 and 24 survive.
15. Data export and deletion
15.1 Export. During the term and for 30 days after termination you may export Customer Content in a common machine-readable format (CSV and JSON) from the Service or on request.
15.2 Deletion. After the 30 day export window we delete Customer Content from live systems within 30 days and from backups when those backups expire. We keep the information needed for suppression (a one-way hash of unsubscribed addresses and numbers), send-audit records and attestations for 7 years to meet record-keeping needs, and billing records for as long as the law requires.
15.3 Confirmation. On written request we will confirm deletion.
16. Warranties and disclaimers
16.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
16.2 Ours. We warrant that the Service will perform materially as described in the Documentation and that we will provide it with reasonable skill and care. Your sole remedy for breach of this warranty is that we fix the problem or, if we cannot within a reasonable time, you may terminate and receive a pro rata refund of prepaid Fees for the unused period.
16.3 Yours. You warrant that you have all rights, consents and lawful bases needed for the Customer Content and for the messages you send, and that your use of the Service complies with the law and with the terms of every Connected Account.
16.4 Disclaimer. Except as stated in this section, the Service, the Outputs and the Compliance Gate are provided "as is" and "as available". We disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy of Outputs, deliverability, response rates and business results. We do not warrant that the Service will be uninterrupted or error free, or that any message will be delivered or lawful. Where the law does not allow an exclusion, it applies to the extent permitted.
17. Limitation of liability
17.1 Cap. To the fullest extent the law allows, the total liability of Terry Limited LLC and its affiliates, officers, employees and suppliers arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), statute or otherwise, will not exceed the Fees you paid to us or to the Merchant of Record for the Service in the 12 months before the event that gave rise to the claim.
17.2 Excluded losses. To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, goodwill or data, even if advised of the possibility.
17.3 Specific exclusions. Without limiting section 17.1, we are not liable for: (a) fines, penalties, statutory damages or claims arising from messages you sent or Contacts you loaded; (b) actions of third-party platforms, including restriction of your Connected Accounts; (c) Outputs you did not review; (d) loss caused by your settings, including automated sending; or (e) events outside our reasonable control.
17.4 Exceptions. Nothing in these Terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, your payment obligations, your indemnity under section 18.1, or any liability that cannot be limited by law.
18. Indemnities
18.1 By you. You will defend, indemnify and hold harmless Terry Limited LLC and its affiliates, officers, employees and suppliers from any claim, fine, penalty, loss or expense, including reasonable legal fees, arising from: (a) messages sent through the Service on your instructions, including any claim that a message breached CASL, CAN-SPAM, the TCPA, privacy law or another law; (b) Customer Content, including Contacts loaded without a lawful basis; (c) your breach of section 7, the AUP or a third-party platform's terms; or (d) the acts of your Users.
18.2 By us. We will defend you against a third-party claim that the Service, used as permitted, infringes that third party's United States patent, copyright or trademark, and we will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, Outputs, your own model key, third-party platforms or combinations with things we did not supply. If a claim arises we may modify the Service, obtain a licence, or terminate and refund prepaid Fees for the unused period.
18.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defence and settlement, and provide reasonable help. No settlement may admit fault on behalf of the other party without its consent.
19. Governing law and venue
19.1 These Terms are governed by the laws of the Commonwealth of Pennsylvania and the federal laws of the United States that apply there, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Subject to section 20, the state and federal courts located in the Commonwealth of Pennsylvania have exclusive jurisdiction, and each party submits to them. Either party may seek an injunction in any court to protect its intellectual property or Confidential Information.
20. Dispute resolution
20.1 Talk first. Before starting a claim, a party must give written notice describing the dispute. Representatives of both parties will meet, by video if needed, within 20 business days and try in good faith to resolve it.
20.2 Escalation. If the dispute is not resolved within 40 business days of the notice, either party may take it to the courts under section 19.
20.3 Time limit. To the extent the law allows, a claim under these Terms must be started within two years of the event giving rise to it.
21. Changes to these Terms
21.1 We may update these Terms. We will post the new version at https://terryai.io/terms with a new effective date and, for material changes, email your Admins at least 30 days before the change takes effect. If you do not accept a material change, cancel before it takes effect. Continued use after the effective date is acceptance. Changes needed to comply with the law or to address a security risk may take effect sooner.
21.2 Terms fixed in an Order Form do not change during the period stated there without your written agreement.
22. Notices
22.1 To you. We send notices to the email addresses of your Admins and by in-product notice. Keep those addresses current.
22.2 To us. Send legal notices to legal@terryai.io. Privacy matters go to privacy@terryai.io, abuse reports to abuse@terryai.io and security matters to security@terryai.io.
22.3 Effect. Email notices are effective when sent unless a bounce is received. Nothing in this section affects how court documents must be served, which is governed by the rules of the relevant court; our registered office is on the public record of the Pennsylvania Department of State.
23. Enterprise: Order Form or MSA prevails
23.1 If you have signed an Order Form or a master services agreement with Terry Limited LLC, that document governs your use of the Service and prevails over these Terms where they conflict. These Terms fill any gaps.
23.2 An Order Form may include dedicated environments, data residency, service levels, custom retention, security questionnaires, invoicing and custom liability terms.
24. Miscellaneous
24.1 Entire agreement. These Terms, the AUP, the Privacy Policy, the DPA and any Order Form are the entire agreement about the Service and replace prior discussions.
24.2 Order of precedence. Order Form, then the DPA for data protection matters, then these Terms, then the AUP where it is stricter on sending, then the Documentation.
24.3 Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or a sale of substantially all your assets, with notice to us. We may assign to an affiliate or a successor.
24.4 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between them, and neither party may bind the other. The only exception is the limited authority to register a sending domain on your behalf described in section 8.4, which exists solely for that purpose and only if you ask for it.
24.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.
24.6 Severability and waiver. If a clause is unenforceable, the rest stands. A failure to enforce is not a waiver.
24.7 Export and sanctions. You may not use the Service in breach of United States export control or sanctions laws.
24.8 Language. These Terms are drafted in English and English governs.