Terms and Conditions

EFFECTIVE DATE: October 1, 2025

These Terms of Use (“Terms”) apply to the use of the Thea website at www.theavoice.com (“Site”), the Thea mobile application (“App”) and related services (the App, Site and services will be referred to collectively as the “Services”). The Services are provided by Thea, Inc., a Delaware corporation (“Thea,” “we,” “us” or “our”), and these Terms represent a binding agreement between you as the user of the App and Services (“user,” “you” or “your”) and Thea. If you are using the Services on behalf of your employer or separate legal entity (“Organization”), you represent and warrant that you are authorized to bind your Organization to these Terms.

NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION UNDER WHICH YOU ARE OBLIGATED TO LITIGATE CLAIMS IN A PRIVATE ARBITRATION RATHER THAN IN COURT, UNLESS YOU OPT OUT AS SPECIFIED IN SECTION 19. YOU FURTHER WAIVE THE RIGHT TO A TRIAL BY JURY AND TO BRINGING ANY CLAIMS IN A REPRESENTATIVE ACTION OR AS A CLASS ACTION.

SECTION 17 OF THESE TERMS CONTAINS AN ASSUMPTION OF RISK, LIMITATION OF LIABILITY AND A WAIVER AND RELEASE OF LIABILITY AS TO THEA AND OTHER RELEASEES (DEFINED BELOW).

1. The Services

a. Thea is an application that listens to your voice and offers emotionally attuned sound and other suggestions to help you reset, regulate and return to yourself.

b. MEDICAL DISCLAIMER: Please note that our Services are not intended to diagnose, treat or improve a person’s mental health or behavioral or emotional health or diagnose, treat or prevent mental illness or emotional or behavioral disorders. We are not a healthcare or medical device provider, or a mental health chatbot. We do not provide therapeutic, mental health, behavioral health or psychotherapy services, nor should our Services be considered medical care, mental health services, behavioral health services, psychotherapy, or other professional or therapeutic services. Only your physician, therapist or other healthcare providers can provide such services. Thea makes no claims, representations or guarantees that the Services provide any medical, mental, behavioral, emotional or therapeutic benefit.

c. EMERGENCIES. Use of the Services is not for emergencies. If you think you have a medical or mental health emergency, call 911, or go to the nearest open clinic or emergency room. If you are considering or committing suicide or feel that you are a danger to yourself or others, you must discontinue use of the Services immediately, call 911, or notify appropriate police or emergency medical personnel.

2. Acceptance of Terms

By (1) checking a box indicating your acceptance, (2) ordering, (3) registering, or (4) accessing or using the Services, you agree to be bound by these Terms and all other policies, procedures and rules that we may publish, as well as any additional terms and conditions that we and you may agree to in writing.

3. Changes

Our Services may evolve and change over time. For this reason, we may at any time and for any reason modify, amend or vary these Terms (collectively, “Changes”), including, without limitation, to cover new Services or to comply with changes in the law. Changes will be effective: (i) thirty (30) days after Thea provides notice of the Changes, whether such notice is provided through the Services user interface, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.

We may, from time to time, need to update the App or send fixes for any errors or bugs in the App. YOU AGREE THAT WE CAN SEND SUCH UPDATES TO THE APP DIRECTLY TO YOUR DEVICE (DEFINED BELOW).

4. Equipment and Mobile Devices

You are responsible for operating and maintaining the mobile devices necessary to access the App and Services, including paying for any cellular data or internet access by your mobile network provider (“Mobile Provider”). You acknowledge that you may be charged by your Mobile Provider for data services while using certain features of the App or any other third-party charges as may arise and you accept sole responsibility for such charges. If you are not the bill payer for the Device (defined below) being used to access the App or Services, you will be assumed to have received permission from the bill payer for using the App or Services. You must also ensure that your use of the App is not in violation of your mobile device agreement or any wireless data service agreement.

5. App Store Terms

The App may be available for download from one or more app store platforms, such as Apple or Google Play (“App Stores”). Your download, installation, access to or use of the App is also bound by the terms and conditions and privacy policies of the applicable App Store (“App Store Terms”). If there is any conflict between these Terms and the App Store Terms, then these Terms will prevail.

This App is independent of and is not associated, affiliated, sponsored, endorsed, or in any way linked to any App Store. You and we acknowledge that these Terms are entered into between you and us only, and not with any App Store, and we, not the App Store, are solely responsible for the App and the content thereof to the extent specified in these Terms.

You and we acknowledge that we, not the relevant App Store, are responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (ii) claims arising under consumer protection or similar legislation.

You and we acknowledge and agree that the relevant App Store, and that App Store’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, that App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

6. Eligibility, Registration and Fees

You must be at least 18 years of age and a resident in the United States to use the App and our Services. You further affirm that (a) you are not a resident of (or will use the App or Services in) a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade-sanctioning regulations; and (b) you are fully able and competent, or have the consent of your parent or legal guardian, to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms. Organizations are responsible for ensuring that all authorized users of the Organization (“Organizational Users”) meet these eligibility requirements.

You must set up an account (“Account”) in the App Store to access and use the Services. You agree to provide complete and accurate information when registering to use the App and registering to use our Services and to keep that information updated. You are responsible for maintaining the confidentiality of your user name and password (“User Credentials”) and for notifying us immediately of any loss or unauthorized use of your User Credentials. You are responsible for all activities on your Account whether authorized or not.

You represent that:

• you own or control the necessary rights in and to any content provided by you and in the case of Organizations provided by Organizational Users, including any Voice Recording, inputs, responses to prompts, information and data (including personal information and Organization business data), designs, images, animations, videos, audio files (including Voice Recordings as defined below), fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works, and any other materials (collectively, “User Content”) that you provide to the App or Services;
  
  

• you will fully comply with all applicable laws and agreements that govern your use of the App and Services; and
  
  

• you will not use the App and Services in violation of any law or for any fraudulent or illegal activity.

7. Fees

The App is free to download and we may offer basic Services free of charge. However, we may charge a fee for the Services (including after any free-trial period) on a monthly or other subscription basis (“Subscription Fees”). If you use Services that require Subscription Fees, you agree to provide us a valid credit card and authorize us to charge the Subscription Fees until you terminate your subscription. Subscriptions will automatically renew each month or other subscription period unless you notify us of your intent to cancel before the end of the applicable subscription period. If you fail to pay the Subscription Fees, we may terminate or suspend your access to the Services until such Subscription Fees are paid.

8. Access, Updates and Deletion of Accounts

You may access, update or delete your account with us at any time. If you delete your account, you will no longer be able to access or use the App or Services. We will also delete the information contained in your account in our systems except to the extent we need to retain such information to comply with applicable laws or accounting requirements. If you want to exercise your right to access, update or delete your personal information, please see our Privacy Policy or contact us at privacy@theavoice.com.

9. What Data Do We Collect and What We Do With Your Data?

The Services allow you to record your voice (“Voice Recording”) for analysis in connection with assessing your emotional state and offering emotionally attuned sound and other suggestions to help you reset, regulate and return to yourself. We store Voice Recordings for 24 hours after which they are automatically deleted. We will ask you for permission to access your mobile phone to listen to and record your voice; if you grant permission, you consent to the recording of your voice and the use of your Voice Recording to provide and improve our Services. We will also ask if you wish to receive push notifications from the Services. In addition, your Voice Recording and any other personal information that you provide through the App and Services will be processed and shared in accordance with our Privacy Policy, including to provide, maintain, and improve the Services, and to train our artificial intelligence and large language models that we use to offer sound and other suggestions.

Subprocessors: Please note that we also use various subprocessors (“Subprocessors”) to assist us in providing the Services, including, but not limited to, Valence Vibrations, ChatGPT, and Deepgram – by using the Services, you agree to their processing of your Voice Recording and other personal information as specified in their terms and privacy policies, which can be accessed here: https://openai.com/policies/privacy-policy/, https://www.getvalenceai.com/privacy-policy, and https://deepgram.com/privacy. To the maximum extent permitted by law, you agree that we are not responsible for Subprocessor’s processing of your Voice Recording and personal information.

10. License

Provided you are in compliance with these Terms, Thea hereby grants you a non-exclusive, non transferable, revocable license to access, download, and use the App for your personal, non commercial use and only on an approved Apple or Android device (“Device”) as permitted by the applicable App Store Terms and in accordance with these Terms and to access the Services through the App (“User License”). All other rights in the App and Services are reserved by Thea. In the event of your breach of these Terms, we will be entitled to terminate the User License immediately.

You agree not to (i) modify, adapt or translate the App or Services or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the App or Services; (ii) remove any copyright notice, trade mark, legend, logo or product identification from the App, App Content (defined below) or Services; (iii) modify, translate or prepare derivative works of the App, App Content or Services, or any portion thereof; (iv) make any commercial use of the App; or (v) rent, lease, distribute, or lend the App, App Content or Services to third parties.

11. Intellectual Property and Feedback

“Thea” and any associated logos are the trademarks of Thea, Inc. (“Thea Trademarks”). The App and any expressions, artwork, information, video, audio, text or other content provided through the App or Services (collectively, the “App Content”) are owned by Thea, Inc., or its licensors. Other trademarks, service marks, graphics and logos used in connection with the App are the trademarks of their respective owners (collectively “Third Party Trademarks”). The Thea Trademarks, App and App Content and Third Party Trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Thea or the applicable trademark holder or licensor. The Services, App and the App Content are protected by copyright, trademark, patent and other intellectual property and proprietary rights, which are reserved to Thea and its licensors.

We welcome your comments, suggestions, ideas or other feedback (“Feedback”) about our App or Services. If you provide Feedback, you agree that you do so voluntarily, that such Feedback is not confidential, and that we can use that Feedback for any purpose, including to improve the App or Services, without further obligation (including payment) to you.

12. User Content and Resultant Data

The App contains features that allow you to post or provide User Content as part of the Activities. You own your User Content. However, in order to provide you the Services, you grant to Thea the worldwide, perpetual, irrevocable, fully transferable and sublicensable, fully paid up and royalty-free right and license to use the User Content in connection with providing and improving the App and Services, including reproducing, analyzing, distributing, publishing, modifying, publicly displaying, and making derivative works of your User Content. If we offer the ability to publicly post your User Content through Services, you should be aware that any User Content you post to such public areas or platforms may be made publicly available to other users or to the public at large and so you should not disclose any User Content that you do not wish to be made public.

In addition, you agree that we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the App and Services and related systems and technologies (including, without limitation, information concerning User Content, personal information and data derived therefrom) (collectively, “Resultant Data”), and we will be free (during and after your use of the Services) to (i) use such Resultant Data to improve and enhance the Services, for training artificial intelligence and machine learning models, and for other development, diagnostic and corrective purposes in connection with the Services and other Thea products, services and offerings; and (ii) disclose such Resultant Data for marketing and other purposes.

13. Prohibited Uses

We want to make the App and Services a safe and secure place for our users. For this reason, we must prohibit certain kinds of activities and conduct. You agree not to use the App or Services in any way, provide User Content, or engage in any conduct that:

• is unlawful, illegal or unauthorized;
  
  

• is defamatory of any other person;
  
  

• is obscene, sexually explicit or offensive;
  
  

• advertises or promotes any other product or business;
  
  

• is likely to harass, upset, embarrass, alarm or annoy any other person;
  
  

• is likely to disrupt our service in any way;
  
  

• promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  
  

• infringes any copyright, trademark, trade secret or other proprietary right of any other person; or
  
  

• advocates, promotes or assists any violence or any unlawful act.

You further agree not to:

• publish and/or make any use of the App or Services on any website, media, network or system other than those provided by us, and/or frame, “deep link,” “page scrape,” mirror and/or create a browser or border environment around any of the App or Services (or any part thereof);
  
  

• use any “robot,” “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire copy, or monitor any portion of the App or Services (or any of its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the App or Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the App or Services;
  
  

• purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use our name or the Thea Trademarks and/or variations and misspellings thereof;
  
  

• impersonate any person or entity or provide false information on the App or Services, whether directly or indirectly, or otherwise disguise your identity or the origin of any message or transmittal you send to us and/or any of our other visitors or users;
  
  

• falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorse you, or any statement you make;
  
  

• reverse look-up, trace or seek to trace another user of the App or Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the App or Services without their express and informed consent;
  
  

• disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the App or Services or the account of another user or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
  
  

• probe, scan or test the vulnerability of the App or Services or any network connected to the Services;
  
  

• upload to the App or Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component;
  
  

• take any action that may impose an unreasonable or disproportionately large load on the infrastructure of the App or Services or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of the App or Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies or regulations of such servers or networks; or
  
  

• use the App or any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters,” “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.

We reserve the right, but do not have the obligation, at our sole discretion to edit, delete, remove or block any User Content that violates these Terms, including without limitation this Section 13. In addition, we reserve the right at our sole discretion to terminate any user’s access to the App and the Services if they violate this Section 13 or any other provision of these Terms.

14. Third-Party Links

The App and Services may contain links to other websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (collectively “External Applications”) for your convenience. We are not and cannot be responsible for the External Applications’ content, operation or use. Your use of External Applications is subject to the privacy practices and terms of use established for the External Applications, and we disclaim all liability for such use. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Applications, which you use at your own risk.

15. Indemnification

You are responsible for your User Content and your activities on the App and Services; Organizations are also responsible for the User Content of their Organizational Users. In light of this, we need to be protected from claims relating to that User Content and your use of the Services. You agree to defend, indemnify and hold harmless Thea, and its parent company, affiliates, officers, directors, employees and agents (collectively, “Indemnitees”) against any lawsuit, liability, injuries, damages or expense (including attorneys’ fees) arising from your use of the App and Services, your User Content or your breach of these Terms, and in the case of Organizations, any User Content, use of the App and Services, or breach of these Terms by Organizational Users. Basically, this means that if any of the Indemnitees get sued because of something you posted or some action you or in the case of an Organization, any Organizational User took on the App or Services, you or the Organization (as applicable) will defend that lawsuit and pay any damages awarded or settlements entered into. The Indemnitees reserve the right to control the defense and settlement of any third-party claim for which you indemnify Indemnitees under these Terms and you will assist us in exercising such rights.

16. Disclaimer of Warranties

We provide the App and Services on an ‘as is’ and ‘as available’ basis without any promises or representations, express or implied. In particular, Thea does not warrant or make any representation regarding the validity, accuracy, reliability or availability of the App or its content. To the fullest extent permitted by applicable law, Thea hereby excludes all warranties, whether express or implied, including any warranties of merchantability, fitness for a particular use, or that the App, Services or App Content is of satisfactory quality, non-infringing, is free of defects, or is able to operate on an uninterrupted basis, or that the use of the App, App Content or Services by you is in compliance with laws or that any information that you transmit in connection with the App, App Content or Services will be successfully, accurately or securely transmitted. We further disclaim any warranty that the App or Services will provide any therapeutic, health or other benefit or improve your emotional state or well-being.

17. Assumption of Risk, Limitation of Liability and Waiver and Release of Liability

You understand and agree that there are certain risks of personal or property injury, damage, loss, illness, or death associated with using the Services. By using the Services, you expressly assume all risks and dangers arising from use of the Services, whether such risks and dangers occur before, during, or after use of the Services, and you agree that the Releasees (defined below) are not responsible for any such risks and dangers.

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THEA NOR ANY OF THE INDEMNITEES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE APP OR SERVICES, AND/OR ANY EXTERNAL APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE APP OR SERVICES IS TO STOP USING THE APP OR SERVICES, AS APPLICABLE.

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, YOU AGREE THAT THE ENTIRE LIABILITY OF ANY INDEMNITEE TO YOU OR ANY THIRD PERSON, AND THAT YOUR OR ANY THIRD PERSON'S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE APP AND SERVICES PROVIDED UNDER THESE TERMS AND/OR FOR ANY BREACH OF THESE TERMS IS SOLELY LIMITED TO THE FEES PAID BY YOU TO US IN THE 12-MONTH PERIOD PRIOR TO THE ASSERTION OF THE CLAIM OR $500, WHICHEVER IS LESS.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

YOU, ON BEHALF OF YOURSELF AND YOUR PERSONAL REPRESENTATIVES, HEIRS, SPOUSE, GUARDIANS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS, AND NEXT OF KIN, HEREBY FOREVER WAIVE, RELEASE, DISCHARGE, HOLD HARMLESS, AND AGREE NOT TO SUE RELEASEE (AS DEFINED BELOW) WITH RESPECT TO ANY KNOWN OR UNKNOWN CLAIMS, LOSSES, DAMAGES, LIABILITY, DEMANDS, ACTIONS, BODILY INJURIES, SICKNESS, OR DEATH, INCLUDING CLAIMS IN LAW OR EQUITY, THAT ARISE OR MAY ARISE IN CONNECTION WITH, IN RELATION TO, OR INCIDENTAL TO YOUR USE OF THE SERVICES, REGARDLESS OF WHETHER THE LOSS, INJURY, DEATH, ILLNESS, OR OTHER DAMAGE WAS CAUSED BY THE INHERENT RISKS AND DANGERS ASSOCIATED WITH THE APP OR SERVICES OR THE NEGLIGENCE OR OTHER FAULT OF THE RELEASEES OR ANY THIRD PARTY (COLLECTIVELY, “CLAIMS” OR, AS USED INDIVIDUALLY, A “CLAIM”).

The term “Releasees” means: (a) Thea; (b) other entities and individuals involved in providing the Services, including Thea’s service providers; and (c) the foregoing entities’ respective parents, subsidiaries, affiliates, partners, owners, members, shareholders, managers, officers, directors, past and present employees, volunteers, agents, insurers, representatives, trustees, successors and assigns.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THAT THIS WAIVER APPLIES TO CLAIMS THAT YOU MAY NOT KNOW OR SUSPECT TO EXIST AND YOU KNOWINGLY AND VOLUNTARILY WAIVE SUCH RIGHTS, INCLUDING THOSE UNDER CALIFORNIA CIVIL CODE SECTION 1542 (AND SIMILAR PROVISIONS OF OTHER JURISDICTIONS), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

You agree that this Section is intended to be a binding and full waiver of claims and release of liability with respect to any controversy, Claim or dispute that may arise out of or during use of the Services. The assumption of risk, limitation of liability and waiver and release of liability included in this Section is intended to be as broad and inclusive as is permitted by law.

18. Governing Law

These Terms shall be governed by the laws of the State of California, without regard to its choice of law principles. In the event arbitration does not apply, we and you irrevocably submit to the jurisdiction of the state and federal courts of Los Angeles County, California with regard to any Dispute (defined below) arising out of or relating to these Terms. YOU WAIVE YOUR RIGHT TO A CLASS ACTION OR TO A JURY IN THE EVENT OF ANY DISPUTE THAT PROCEEDS IN STATE OR FEDERAL COURT. You further agree that any Dispute by you must be submitted to arbitration under Section 19 or filed in court under Section 18, as applicable, no later than one year after such Dispute arose or be forever barred.

19. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PARTICIPATE IN A CLASS ACTION. YOU HAVE THE LIMITED RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT IN THIS SECTION AS SET FORTH BELOW.

You and Thea agree that these Terms affect interstate commerce and that, except as expressly stated otherwise herein, the Federal Arbitration Act governs this agreement, including its interpretation, its enforcement and arbitrations brought under it. In no event will the procedural rules of any state’s or foreign country’s arbitration act apply.

Definition of Dispute

For purposes of this Section, “Dispute” is defined as a dispute, claim or controversy in any way related to these Terms and your use of the Site, App or Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other statutory or common-law legal theory. Dispute shall be interpreted broadly and include but not be limited to:

• claims arising out of or relating to any aspect of the relationship between us;
  
  

• claims that arose before entering into these Terms or any prior agreement between us;
  
  

• claims for mental or emotional distress or injury;
  
  

• claims that are currently the subject of purported class action litigation, or that may become the subject of such litigation, in which you are not a member of a certified class; and
  
  

• claims that may arise after the termination of these Terms.

Notwithstanding the foregoing, Dispute shall not encompass disputes, claims or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets, which are not subject to the Pre-Dispute Resolution Process, small claims court and arbitration provisions set forth below.

Pre-Dispute Resolution Process

Before initiating a proceeding in arbitration or small claims court, you or Thea must give the other party notice of the Dispute by providing a written “Notice of Dispute” that is personally signed by you (if you are initiating the Notice of Dispute) or by a Thea representative (if Thea is initiating the Notice of Dispute). The Notice of Dispute must contain all of the following information: (a) your name, contact information (address, telephone number, and email address), and Thea account; (b) a description of the nature and basis of the Dispute; and (c) a description of the nature and basis of the relief sought, including a calculation for any monetary relief sought. You must send any such Notice of Dispute to Thea via email to privacy@theavoice.com. Thea must send any such Notice of Dispute to you via email at the contact information Thea has on file for you. Thea and you will attempt to resolve the Dispute through informal negotiation within sixty (60) days from the date that the Notice of Dispute is received (or a longer period, if agreed to by the parties in writing).

You and Thea shall use reasonable, good faith efforts to resolve the Dispute through consultation, cooperation and good faith negotiations. If the party receiving the Notice of Dispute requests a telephonic or video settlement conference as part of this informal process, you and Thea agree to participate in an effort to resolve the Dispute. Should Thea make the request, you agree to attend this conference (with your counsel, if you are represented). Should you make the request, Thea agrees to have a representative attend this conference (with counsel, if Thea is represented). Neither you nor Thea may initiate an arbitration, small claims court proceeding or other proceeding concerning a Dispute absent full compliance with this Pre-Dispute Resolution Process. If the sufficiency of a Notice of Dispute or compliance with this Pre-Dispute Process is at issue, it may be decided by a court of competent jurisdiction at either party’s election, and any formal dispute resolution proceeding shall be stayed. Such court has the authority to enforce this condition precedent to a proceeding, which includes the power to enjoin the filing or prosecution of a demand for arbitration. Notwithstanding the foregoing, either party retains the right to raise non-compliance with this condition precedent and seek related damages in arbitration. Any applicable limitations period (including statutes of limitations) and any filing fee deadlines shall be tolled while you and Thea engage in this informal process.

After completion of this Pre-Dispute Resolution Process, you and Thea may resort to the other procedures described in this Section.

Arbitration

Except as otherwise provided herein, any Dispute that is not resolved through the Pre-Dispute Resolution Process shall be resolved by binding arbitration. If you reside in the United States, such arbitration shall be held in either Los Angeles, California, or the county in which you reside, at your election. For residents outside the United States, arbitration shall be held in Los Angeles, California.

You and Thea both agree to submit to the personal jurisdiction of any state or federal court in Los Angeles County, California, to compel arbitration, stay proceedings pending arbitration, appoint an alternate arbitration administrator if necessary, confirm, modify, vacate or enter judgment on the award entered by the arbitrator, or to exercise any other authority specifically reserved below to be decided by a court of competent jurisdiction.

You must make any demand for arbitration under these Terms before the expiration of the statute of limitations that would apply to the same claim made in court under California law. Otherwise, to the extent permitted by applicable law, you forever waive the right to pursue any claim or cause of action, of any kind or character, based on such events or facts, and such claims or causes of action are permanently barred.

You and Thea both agree that nothing in this Dispute Resolution provision will be deemed to waive, preclude or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court; (2) bring an individual action seeking only temporary or preliminary, individualized injunctive relief in a court of law, pending a final ruling from the arbitrator; or (3) any claim by Thea in a court of law for violation of its intellectual property rights. In addition, this arbitration provision does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

Arbitration Procedure

Either you or we may start arbitration proceedings. Any arbitration between you and Thea will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Dispute Resolution provision. You and Thea agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

If you are initiating arbitration, you shall serve the demand on Thea via email to privacy@theavoice.com. If Thea is initiating arbitration, Thea shall serve the demand via email to the email address Thea has on file for you. The demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with (a) the Pre-Dispute Resolution Process, and (b) all of the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.

ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE EXCEPT THE FOLLOWING ITEMS, WHICH ARE FOR A COURT OF COMPETENT JURISDICTION TO DECIDE: (A) ISSUES THAT ARE SPECIFICALLY RESERVED FOR A COURT ELSEWHERE IN THIS SECTION; AND (B) WHETHER A DISPUTE FALLS WITHIN THE JURISDICTIONAL SCOPE AND LIMITS OF A SMALL CLAIMS COURT. FOR THE AVOIDANCE OF DOUBT, ISSUES RELATED TO THE FORMATION, SCOPE AND ENFORCEABILITY OF THE ARBITRATION AGREEMENT, AND WHETHER A DISPUTE CAN OR MUST BE BROUGHT IN ARBITRATION, ARE RESERVED FOR THE ARBITRATOR.

The arbitrator may award relief, including monetary, declaratory, injunctive or other equitable 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. The arbitrator must follow these Terms and can award the same individualized damages and relief as a court, including injunctive or other equitable relief necessary to provide relief as to the individualized claim. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Unless you and Thea otherwise agree, one person’s claims may not be consolidated with those of any other person. If the court determines that a claim or request for public injunctive relief may not be waived and all appeals from that decision have been exhausted (or it is otherwise final), you and Thea agree that any claim or request for public injunctive relief shall be stayed and resolved by the court pending arbitration of the remaining claims and requests for relief.

The arbitrator’s decision will be in writing and be binding and conclusive on Thea and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction; however, any award that has been satisfied may not be filed or entered in court. The arbitrator’s decision shall have no preclusive effect in any proceeding involving non-identical parties.

Thea and you agree that dispositive motions, including, without limitation, motions to dismiss and motions for summary judgment, will be allowed in the arbitration.

Each party reserves the right to request a telephonic, video or in-person hearing in arbitration. Should either party make such a request, a hearing shall be held. You or your counsel (if represented) and Thea’s representative or counsel shall personally appear at any hearing requested by a party or otherwise ordered by the arbitrator. If you reside in the United States, any in-person hearing shall be held in either Los Angeles, California, or the county in which you reside, at your election. For residents outside the United States, any in-person hearing shall be held in Los Angeles, California.

If this arbitration provision is invalidated, in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 17 shall govern any claim in court arising out of or related to the Terms.

OPT-OUT OF ARBITRATION: You may opt out of the binding arbitration described in this section by sending Thea written notice of your desire to do so by email at or regular mail at privacy@theavoice.com within 30 days following the date you first used our Services or App, whichever occurs first (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Thea with an Arbitration Opt-out Notice within the 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above.

20. Mass Action Waiver

You and Thea expressly waive the right to have any Dispute brought, heard, administered, resolved or arbitrated as a Mass Action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate or administer any Mass action or to award relief to anyone but the particular individual who initiates the claim to be arbitrated. The parties also expressly waive the right to seek, recover or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Thea are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Thea’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in these Terms or the Dispute Resolution provision, this Mass Action Waiver does not prevent you or Thea from participating in a mass settlement of claims.

Notwithstanding any provision to the contrary in AAA Rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver, each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and those two arbitrators shall appoint a third neutral arbitrator (in the event that the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator); (ii) Thea shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this Mass Action Waiver provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that a party has violated the Mass Action Waiver, then, in addition to any other available remedies, the other party shall have the opportunity to opt out of arbitration within 30 days of the arbitrators’ or panel of arbitrators’ decision.

21. Class Action Waiver

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless all parties to the arbitration consent in writing, no party to the arbitration may join, consolidate or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Thea in a single proceeding, except that this Class Action Waiver shall not prevent you or Thea from participating in a classwide, collective, and/or representative settlement of claims. If this Section 21 is held unenforceable in its entirety, then the entirety of Sections 19, and 20 hereof will be deemed void. Except as provided in the preceding sentence, Sections 18, 19, and 20 will survive any termination of these Terms.

22. Termination

These Terms are effective unless and until terminated by Thea. You may discontinue any further use of the App and associated Services, but these Terms will continue to apply to your use of the App and Services prior to such discontinuance. We also may terminate or suspend these Terms, at any time, without notice and accordingly deny you access to the App and associated Services, for any reason, including without limitation, if at our sole discretion you fail to comply with any provision of these Terms or your use is harmful to the interests of another user of the App. Upon any termination of the Terms by either you or us, you must promptly uninstall the App and cease using the Services. Sections 1, 4, 5, and 11 through 25 and any claim by us for Subscription Fees or breach of these Terms will continue to apply even after the Terms, App or Services have been terminated or suspended.

23. Intellectual Property Claims

We respect the intellectual property rights of others and require that users of our App and Services do the same. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent can be reached at

To be sure the matter is handled immediately, your written notice must:

• Contain your physical or electronic signature;
  
  

• Identify the copyrighted work or other intellectual property alleged to have been infringed;
  
  

• Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
  
  

• Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
  
  

• Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
  
  

• Contain a statement that the information in the written notice is accurate; and
  
  

• Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Designated Agent will be unable to address the listed concern.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Designated Agent with a written counter-notification that includes the following information:

• Your physical or electronic signature;
  
  

• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  
  

• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  
  

• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

We reserve the right, in our sole discretion, to terminate the account or access of any user of the App and Services who is the subject of repeated DMCA or other infringement notifications.

24. General

These Terms, including the Privacy Policy and other policies incorporated herein, constitute the entire and only agreement between you and Thea with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms may not be changed, waived or modified except by Thea as provided herein or otherwise by written instrument signed by Thea. Neither these Terms nor any right, obligation, or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Thea’s prior written consent, and any attempted assignment, transfer delegation or sublicense shall be null and void. Thea may assign, transfer or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

25. Contact Us

If you have any questions regarding our App or Services, you can email us at privacy@theavoice.com.