Terms of Service

These Terms of Service ("Terms") are an agreement between you and Thorn Street, Inc., a Delaware corporation ("Thorn Street," "we," "us," or "our"). They govern your use of our website at thornstreet.com (the "Site"), Leif, our AI assistant for geographic and spatial work at platform.thornstreet.com ("Leif"), and any related services we provide (together with the Site and Leif, the "Services").

By creating an account, clicking "I agree" (or a similar button or checkbox), or using the Services, you agree to these Terms. If you use the Services on behalf of a company or other organization, you agree on its behalf and confirm that you have authority to bind it, and "you" means that organization. You must be at least 18 years old to use the Services. If you do not agree to these Terms, do not use the Services.

If you have signed a separate agreement with us for the Services (such as a Master Services Agreement and Order Form), that agreement governs instead of these Terms where the two conflict.

IMPORTANT: PLEASE READ SECTION 16 CAREFULLY. It requires you and us to resolve most disputes through binding individual arbitration instead of in court, and waives class actions and jury trials. You can opt out within 30 days, as Section 16.10 describes.

1. Accounts

1.1 Creating an account. To use Leif you need an account. You may sign in with an email code, or with an account you hold with a third party such as Google or Microsoft. You agree to give us accurate information and keep it current.

1.2 Account security. You are responsible for keeping access to your account (including the email address and any third-party accounts you sign in with) secure, and for all activity under your account. Tell us at security@thornstreet.com right away if you believe someone has used your account without permission.

1.3 One person per account. An account is for one person. Do not share your sign-in or let others use your account.

2. Using the Services

2.1 Your right to use the Services. Subject to these Terms, including payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your own internal business or personal purposes.

2.2 Acceptable use. You must follow our Acceptable Use Policy at https://thornstreet.com/acceptable-use, which is part of these Terms.

2.3 Restrictions. You may not, and may not help anyone else to: (a) sell, resell, rent, lease, sublicense or otherwise make the Services available to anyone other than as these Terms allow; (b) copy, modify or create derivative works of the Services; (c) reverse engineer, decompile or disassemble the Services, or try to derive their source code, models, prompts or underlying structure, except to the extent the law allows despite this restriction; (d) access the Services to build a competing product or service, or to copy their features or user interface; (e) get around any usage limit, metering, billing, security or access control in the Services; (f) extract, scrape or bulk-download Third-Party Data (Section 5) except as the Services intend; or (g) remove or obscure any proprietary notice or data attribution.

2.4 Changes to the Services. We are continually improving the Services and may add, change or remove features at any time. If we remove a material feature of a paid plan, we will tell you in advance where reasonably possible.

2.5 Support. We provide support on a reasonable-efforts basis at general@thornstreet.com, unless a separate agreement says otherwise.

3. Your Content and Outputs

3.1 Your Content. "Your Content" means everything you or anyone using your account submit to the Services or have the Services collect for you: messages and instructions, files you upload, files you connect from third-party services such as Google Drive, and the data Leif retrieves on your instructions. "Outputs" means what the Services produce for you from Your Content, such as answers, maps, analyses, files and the steps Leif takes. As between you and us, you own Your Content, and you own the Outputs to the extent they are not Third-Party Data or our own materials.

3.2 Our licence to Your Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Your Content and Outputs only as needed to provide, secure and support the Services for you, to comply with law, and as described in Sections 3.4 and 7. This includes sending Your Content to the service providers we use to run the Services, such as the AI model provider that powers Leif, as listed at https://thornstreet.com/subprocessors.

3.3 No training on Your Content. We do not use Your Content or Outputs to train generative AI models, and the AI model providers we use are not permitted to train their models on it. This includes the text embeddings that make Field Notes searchable.

3.4 Help improve Leif. Leif has a setting called "Help improve Leif" (Settings, then Account). While it is on, our staff may review your threads (what you asked, the steps Leif took, and its answers) to find and fix problems and improve the Services. While it is off, our staff see only numbers about your usage (such as timings, errors and costs), not what you asked or what Leif answered, except where you ask us to look, for security, or where the law requires it. The setting is on for new accounts. You can turn it on or off at any time, and turning it off deletes what our staff could review.

3.5 Memory. Leif keeps a short profile of who you are and how you like work done ("Memory"), which every new thread starts with. You and Leif write it: Leif adds what you ask it to remember, and habits it notices across your threads. You can see, edit and switch off Leif's changes to it in Settings, then Account. What goes into Memory is up to you: what you tell Leif about yourself, including anything sensitive, can end up there, and you can remove any line. Memory is part of Your Content.

3.6 Aggregated data. We may collect and use data about how the Services are used, in a form that does not identify you or any individual, such as usage numbers, performance and error rates, to operate, secure and improve the Services. We own that aggregated data.

3.7 Your responsibilities for Your Content. You are responsible for Your Content and for how you use Outputs. You represent that you have all rights, licences, consents and notices needed for us to process Your Content as these Terms describe, and that Your Content and our processing of it as these Terms describe will not violate the law or anyone's rights. Do not submit other people's sensitive information that our Acceptable Use Policy prohibits, such as patients' or clients' health records. We have not agreed to receive it, or to give it the special protections the law may require for it, such as HIPAA's; if it is submitted anyway, it gets the same reasonable security as all Your Content (Section 9), and nothing more. We are not a business associate under HIPAA unless you and we have signed a business associate agreement. We do not monitor Your Content for it and have no obligation to find or remove it. If you submit it anyway, you are solely responsible for it and, to the extent the law allows, we are not liable for it; Section 13 applies to any claim it causes. We may, but don't have to, delete it, as the Acceptable Use Policy describes.

3.8 Personal data. Our Privacy Policy at https://thornstreet.com/privacy-policy describes how we handle personal information. If you are a business and Your Content includes personal data for which you are the controller or business, our Data Processing Addendum at https://thornstreet.com/dpa applies to that personal data and is part of these Terms.

4. AI and Outputs

4.1 Outputs can be wrong. Leif uses artificial intelligence. Outputs may be inaccurate, incomplete, out of date or inconsistent, even when they look authoritative, and the same request may produce different Outputs at different times. Outputs can also be similar to outputs produced for others.

4.2 Check Outputs before relying on them. You are responsible for evaluating Outputs, including by checking them against their sources, before you rely on them. Outputs are not professional advice. In particular, maps, measurements, boundaries, parcels, routes, travel times and other geographic information in Outputs are approximate and are not a substitute for a survey, title report, appraisal, engineering or environmental study, or legal, financial or other professional advice, and must not be used for navigation or in an emergency. Do not rely on Outputs alone for decisions where an error could cause injury or property damage, such as excavation or locating underground utilities (in the United States, call 811 before you dig), construction layout or staking, aviation, or hazard decisions about a specific property: have a qualified professional verify them first. We do not review or verify Outputs before you receive them, and we are not responsible for verifying them for you.

4.3 Agent actions. When you ask Leif to act, such as editing or creating files in a connected Google Drive, running analysis, or publishing a map, it does so on your behalf and at your direction. Review what Leif proposes to do, and its results.

4.4 Sharing Outputs. If you share Outputs with others, including through a Published Link or by exporting maps and files, you are responsible for how you present them. Do not remove the notices Leif adds to a map, such as those in its credits, and do not present Outputs as verified, surveyed or professional work unless you or a qualified professional have checked them. People you share Outputs with are not parties to these Terms, and we make no promise to them; Section 13 applies to claims they bring arising from what you shared.

5. Third-Party Data and Connected Services

5.1 Third-Party Data. The Services give you access to data, maps, imagery, search results and other content from third parties, such as map, geocoding and routing providers, public and open data sources, and web search ("Third-Party Data"). Our Data Sources page at https://thornstreet.com/data-sources sets out the terms that come with Third-Party Data, and names the sources whose terms limit what you may do with it. Third-Party Data is licensed, not sold, and its providers' terms limit how it may be stored, combined, displayed and shared. You agree to follow those terms as described on that page, including keeping the required attributions on maps and Outputs. We may add, change or remove Third-Party Data and its providers at any time, and a provider may stop making its data available to us. A provider's terms apply to its data from when Leif starts using it, and the Data Sources page will name any new source whose terms limit what you may do with it.

5.2 Connected services. You may connect third-party services to Leif, such as Google Drive, or ArcGIS Online or your organization's ArcGIS Enterprise portal. Leif then works in them as you, with your permissions, when you ask: reading, downloading, editing and creating files, and publishing results, such as a new hosted feature layer in your ArcGIS account. You are responsible for what Leif does in a connected service at your request, including what it publishes there and who can see it, and for having the right to connect the account. Your use of a connected service is also governed by its provider's terms and privacy policy, and we are not responsible for it. You can disconnect a service at any time in Leif's settings. Our use of information we receive from Google APIs follows the Google API Services User Data Policy, including its Limited Use requirements, as our Privacy Policy describes.

5.3 No responsibility for third parties. We do not control and are not responsible for Third-Party Data or third-party services, including their accuracy, completeness, availability or content.

6. Published Links

6.1 Publishing. Leif lets you publish a copy of a map from a thread (including its layers and the project files it shows) at a link that anyone with the link can open, without signing in ("Published Link"). You choose what to publish. Anyone you share a Published Link with, or who otherwise gets it, can view, copy and share what it shows, and we cannot control what they do with it.

6.2 Your responsibility. You are responsible for what you publish, including making sure you have the right to publish it and that publishing it follows these Terms, our Acceptable Use Policy, and the terms of any Third-Party Data it includes. Some Third-Party Data may not be published, or may be published only with an attribution or on certain maps; the Services may prevent you from publishing it. Section 4.4 applies to what you publish.

6.3 Licence and costs. You grant us a licence to host, copy and serve each Published Link to anyone who opens it until you take it down. A Published Link stays up, even after you delete the thread it came from, until you take it down or your account is closed. Viewing a Published Link uses your account's usage as described in Section 8.

6.4 Removal. We may disable a Published Link that we reasonably believe violates these Terms or the law, or that infringes someone's rights, or when your account cannot pay for its use. The credits on each Published Link's map ask viewers to verify its accuracy and include a Report link, and anyone can also report a Published Link to legal@thornstreet.com.

7. Feedback

If you send us suggestions, ideas or other feedback about the Services, including through Leif's Feedback form, we may use it for any purpose without restriction or payment to you. Please do not send us feedback you consider confidential.

8. Plans, Usage and Payment

8.1 Plans and usage. Some parts of the Services are paid. We offer plans and purchases, shown in Leif's Billing tab at the time you buy, which give your account an allowance of usage. Using Leif consumes that allowance according to what each use costs us, such as AI model calls, paid data and map services, and serving your Published Links, at the prices we show or describe in the Services. When your allowance is used up, the paid parts of the Services pause until you buy more or your plan renews. Leif shows how much of your allowance you have used. A plan's allowance resets at the start of each billing period, as the plan describes: allowance you have not used by the end of a period does not carry over to the next. Allowance has no cash value and cannot be transferred.

8.2 Payment. Payments are processed by our third-party payment processor (currently Stripe). You authorize us, through our payment processor, to charge your payment method for the plans and purchases you choose, plus applicable taxes. Prices are in U.S. dollars and do not include taxes unless stated; you are responsible for taxes on your purchases other than taxes on our income.

8.3 Subscriptions and cancellation. If you subscribe to a plan, it renews automatically at the end of each billing period, and we will charge your payment method at the then-current price, until you cancel. Before you subscribe, we show you the price, how often you will be charged, and that the plan renews until you cancel. You can cancel online at any time in Leif's Billing tab (Manage plan). Cancellation takes effect at the end of the current billing period, and you keep your plan, and any allowance left, until then.

8.4 Price changes. We may change our prices. We will give you at least 30 days' notice of a price increase to a subscription, and the new price applies from your next renewal after that notice.

8.5 Refunds. Except where required by law or where these Terms say otherwise, payments are non-refundable, and we do not refund unused allowance or partial billing periods.

8.6 Failed payments. If a payment fails, we may suspend the paid parts of the Services until it is paid.

9. Security and Data Protection

9.1 Safeguards. We maintain an information security program with reasonable administrative, technical and physical safeguards designed to protect Your Content against unauthorized access, disclosure, alteration or destruction, including encryption in transit and at rest, access controls, monitoring, backups and recovery procedures.

9.2 Incidents. If we confirm a security incident that affects Your Content, we will notify you without unreasonable delay.

9.3 Reporting security concerns. You may report security vulnerabilities, incidents or concerns to security@thornstreet.com. We acknowledge reports within one business day.

9.4 Our providers. We use third-party service providers, AI model providers and data providers to deliver the Services. We may add, replace or stop using any of them at any time, at our discretion, including by changing the AI models that power Leif, without amending these Terms. We keep a current list of the providers that process personal data for us at https://thornstreet.com/subprocessors, and update it when they change. Where our Data Processing Addendum applies, we give notice of new subprocessors as it describes. We remain responsible for the protection of Your Content under these Terms when our providers process it for us.

10. Suspension and Termination

10.1 By you. You may stop using the Services at any time, and delete your account in Leif (Settings, then Account). Deleting your account ends any paid plan at once, without a refund for the current period, and deletes Your Content, your Published Links and your connections to third-party services, as our Privacy Policy describes. It cannot be undone, so download anything you want to keep first.

10.2 By us. We may suspend or terminate your access to all or part of the Services if (a) you materially breach these Terms and, where the breach can be fixed, do not fix it within 15 days of our notice; (b) we reasonably believe your use creates a security, legal or abuse risk for us, other users or third parties; (c) you do not pay amounts due; or (d) we stop offering the Services, with at least 30 days' notice. Where reasonable, we will notify you before suspending or terminating and tell you why.

10.3 Your Content after termination. If you delete your account, Your Content is deleted promptly, as our Privacy Policy describes. If we close your account under Section 10.2(d), or under Section 10.2(b) where the law allows us to, we will give you at least 30 days to download Your Content before we delete it, except where the law requires us to keep it. You can download a thread's files in Leif (Files, then Download all), and we will send you a copy of the rest of Your Content, such as your Memory and Field Notes, if you ask us at general@thornstreet.com in that time.

10.4 Survival. Sections 3.6, 3.7, 4, 5.3, 7, 8 (for amounts due), and 11 through 17 survive termination.

11. Disclaimers

THE SERVICES, OUTPUTS AND THIRD-PARTY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, Thorn Street AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT OUTPUTS OR THIRD-PARTY DATA WILL BE ACCURATE, COMPLETE OR RELIABLE, OR THAT ANY DATA WILL NOT BE LOST. THE COMMITMENTS IN SECTION 9 DESCRIBE WHAT WE DO TO PROTECT YOUR CONTENT; THEY ARE NOT A GUARANTEE THAT INCIDENTS, INTERRUPTIONS OR DATA LOSS WILL NEVER OCCUR. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER Thorn Street NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US $100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT. THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND US AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

You will defend, indemnify and hold harmless Thorn Street and its officers, directors, employees and agents from any third-party claim, and the resulting losses, damages, costs and reasonable attorneys' fees, arising out of (a) Your Content or your Published Links, (b) your use or sharing of Outputs, (c) your breach of these Terms or our Acceptable Use Policy, or (d) your violation of law or of anyone's rights. We will tell you promptly of any claim we learn of, may take control of its defense at your expense, and you will cooperate with our defense. You may not settle a claim that imposes any obligation on us without our written consent.

14. State-Specific Notices

14.1 California. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the provider of the Services is Thorn Street, Inc., 3152 30th Street, San Diego, CA 92104, United States. To file a complaint about the Services or get more information about using them, write to that address or email general@thornstreet.com. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. California residents may have additional rights under the California Consumer Privacy Act, as our Privacy Policy describes.

14.2 Other states. Residents of other U.S. states may have privacy rights under their state's laws. Our Privacy Policy describes them and how to exercise them.

15. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will tell you at least 30 days before it takes effect, by email to the address on your account or by a notice in the Services, and we may ask you to accept the updated Terms to keep using Leif. Changes that are not material, or that a law requires, may take effect sooner. If you do not agree to a change, stop using the Services and close your account before it takes effect; otherwise your continued use after the effective date means you accept it. A change to Section 16 does not apply to a dispute we already know about at the time of the change.

16. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND TO A JURY TRIAL.

16.1 Scope. Except as Section 16.2 provides, you and Thorn Street agree to resolve every dispute, claim or controversy arising out of or relating to these Terms or the Services, including disputes that arose before you accepted these Terms ("Disputes"), through binding individual arbitration and not in court.

16.2 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies and stays there on an individual basis, and (b) seek injunctive or other equitable relief in court to protect its intellectual property rights or confidential information, or to stop unauthorized use of the Services.

16.3 Informal resolution first. Before starting arbitration, the party raising a Dispute must send the other a written notice describing it and the relief sought: to us at legal@thornstreet.com, and to you at the email address on your account. For 60 days after the notice is received, the parties will try in good faith to resolve the Dispute informally, including, if either asks, in a phone or video call. Either party may start arbitration only after that period ends.

16.4 Arbitration rules. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you use the Services primarily for personal, family or household purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section 16. The rules are available at www.adr.org. The Federal Arbitration Act governs this Section 16. A single arbitrator will decide the Dispute. The arbitration will take place by video or in the county where you live, or another place we agree on, and documents-only arbitration is available for claims under $25,000.

16.5 Authority of the arbitrator. The arbitrator decides all issues, including the scope, enforceability and formation of this Section 16, except that a court decides (a) challenges to Sections 16.7 and 16.8, (b) disputes about arbitration fees under Section 16.9, and (c) whether Section 16.3 was followed. The arbitrator may award the same individual relief a court could, and the award is final and binding. Judgment on the award may be entered in any court with jurisdiction.

16.6 Waiver of jury trial. YOU AND Thorn Street WAIVE ANY RIGHT TO A JURY TRIAL FOR ALL DISPUTES.

16.7 Waiver of class actions. YOU AND Thorn Street MAY BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person or preside over any form of class or representative proceeding, and may award relief only to the individual party seeking it. If a court finds this Section 16.7 unenforceable for a particular claim or form of relief, that claim or relief will be decided by a court under Section 17.2 after the individual arbitration of all other claims ends.

16.8 Mass arbitration. If 25 or more similar demands are filed against us by or with the help of the same or coordinated counsel, the AAA's Mass Arbitration Supplementary Rules apply to them.

16.9 Fees. Fees are paid as the AAA rules provide. If you are a consumer, we will pay any filing, administrative and arbitrator fees above what you would have paid to file in court. Each party bears its own attorneys' fees unless the arbitrator finds a claim or defense frivolous or brought for an improper purpose, or the law provides otherwise.

16.10 Opting out. You may opt out of this Section 16 by emailing legal@thornstreet.com within 30 days after you first accept these Terms, with your name, the email address on your account, and a clear statement that you opt out of arbitration. Opting out does not affect the rest of these Terms. If you opt out, or if Section 16 does not apply, Section 17.2 governs where Disputes are decided.

16.11 Severability. If any part of this Section 16 other than Section 16.7 is found unenforceable, the rest of it still applies.

17. General

17.1 Governing law. These Terms, and any Dispute, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that Section 16 is governed by the Federal Arbitration Act. Nothing in these Terms limits any rights you have under the mandatory consumer protection laws of the place where you live.

17.2 Courts. Any Dispute not decided in arbitration will be decided exclusively in the state and federal courts located in New Castle County, Delaware, and you and we consent to their personal jurisdiction.

17.3 Export and sanctions. You may use the Services only in compliance with U.S. and other applicable export control and sanctions laws. You represent that you are not located in, or a resident of, a country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties.

17.4 Electronic communications. You agree that we may communicate with you electronically, by email or through the Services, and that these communications satisfy any requirement that they be in writing. Notices to us must be sent to legal@thornstreet.com.

17.5 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets or business.

17.6 Force majeure. We are not liable for delays or failures to perform caused by events beyond our reasonable control, including failures of third-party hosting, networks or data providers, natural disasters, pandemics, war, terrorism, labor disputes or government action.

17.7 Entire agreement. These Terms, together with the policies they refer to (our Acceptable Use Policy, Privacy Policy, Data Sources page and, where it applies, the Data Processing Addendum), are the entire agreement between you and us about the Services and supersede any prior agreements on that subject. If any provision is held unenforceable, it will be changed to the minimum extent needed to make it enforceable, and the rest of these Terms remain in effect. Our failure to enforce a provision is not a waiver. "Including" means "including without limitation." Headings are for convenience only. There are no third-party beneficiaries of these Terms.

17.8 Contact. Thorn Street, Inc., 3152 30th Street, San Diego, CA 92104, United States. Email: general@thornstreet.com.