Terms
The agreement between Thoria, Inc. and the organizations that run Thoria on their own infrastructure.
Last updated 19 September 2026
These terms are between Thoria, Inc., a Delaware corporation with its principal place of business in Boston, Massachusetts, and the organization that licenses the Software. Accepting these terms, or deploying the Software, means the person doing so has authority to bind that organization.
We grant you a non-exclusive, non-transferable, revocable licence to deploy and run the Software within your own organization, on infrastructure you control, for the term you have paid for. The licence is granted per organization and per server: each deployed instance requires its own licence, and a licence covers one legal entity, not a group, a client, or an affiliate.
Within a licensed instance you may add as many of your own people as you need. We do not count seats.
You may not redistribute, resell, sublicense, host or operate the Software for anyone outside your organization. You may not remove or alter the marks, notices or seal identifiers it produces. You may not use the Software, or knowledge gained from running it, to build or assist a competing product.
You may not modify the Software or run a modified image. This is not a commercial restriction. A seal is a claim about what a named person understood and owns, and that claim is only worth something if every instance behaves identically. An altered instance producing Thoria seals undermines every other instance, including yours.
You may inspect, scan, decompile and audit the image freely, for your own security assurance and for your regulators. We consider that legitimate and we will not treat it as a breach. What you may not do is use what you learn to build a competing product, or to run a modified instance under our name.
Licences run annually from the start date on your order and renew for further annual terms unless either of us gives notice at least thirty days before the end of the current term. Fees are payable annually in advance and are non-refundable except where these terms say otherwise. We may change our prices for a renewal term by telling you at least sixty days before it starts.
Your records stay readable. This is the most important clause in this agreement and we do not intend to qualify it.
When a licence lapses or is terminated, your Thoria server continues to serve, search, verify and export every record it has already sealed, for as long as you keep it running. We do not disable, degrade or lock those records. We do not make them read-only in a way that prevents access to them, and we do not hold them hostage to a renewal.
What stops is new work. The instance will no longer capture work, put questions, judge answers or issue new seals. There is a thirty-day grace period after expiry during which full function continues, so that a late renewal does not create a gap in your record.
After termination you must stop deploying new instances, and you must not deploy the image to any server not licensed at the time of termination. Instances already running may be kept indefinitely for the purpose of reading and verifying existing records.
On at least thirty days’ written notice, and no more than once in any twelve months, we may ask you to confirm the number of instances you are running and the entity each one serves. We may ask for a written statement from someone authorised to give it. We will not ask for access to your systems, your records or your work, and we do not have the ability to obtain them. If the confirmation shows more instances than you are licensed for, you will pay for the difference at our then-current rates.
You own everything your deployment holds: the work it captures, the questions and answers, the judgements, the seals and the records. We claim no licence to any of it and we have no access to any of it. See our privacy policy for the full account.
We own the Software, the container image, the models and methods inside it, the Thoria name and the mark. Nothing here transfers any of that to you.
Thoria records a process. It captures work, puts a question to a named person about an agent’s execution, judges the answer against the work, and seals the result. The seal is a record that this process happened, involving that person, at that time, on that work.
It is not a legal finding, an expert opinion, a certification, or a warranty about the quality or correctness of the underlying work. What weight a seal carries in a proceeding, a regulatory examination or a dispute is for the body considering it to decide. We make no representation on that point and you should not represent otherwise to your own clients.
While your licence is current you receive updates as we publish them, including security updates, and support through the channels we make available. We do not commit to a specific response time unless your order says so. We may change or discontinue features, and we will give reasonable notice before removing anything you are relying on.
Each of us will protect the other’s confidential information with at least the care we use for our own, and will not disclose it except to people who need it and are bound to keep it confidential. This does not cover information that is public, already known, independently developed, or required to be disclosed by law.
We warrant that we have the right to license the Software to you, and that it will perform substantially as documented. Beyond that, the Software is provided as is. We do not warrant that it will be uninterrupted or error-free, that it will detect every consequential call an agent makes, or that its judgement of any answer will be correct.
Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost data or lost business, even if told such damages were possible. Our total liability under this agreement is limited to the fees you paid us in the twelve months before the claim arose. These limits do not apply to your obligation to pay fees, to either party’s breach of section 3, or to anything that cannot be limited by law.
We will defend you against a third-party claim that the Software infringes their intellectual property, and pay any resulting award or settlement we agree to, provided you tell us promptly and let us control the defence. You will defend us against a third-party claim arising from your use of the Software in breach of these terms, on the same conditions.
Either of us may terminate for material breach if the other does not fix it within thirty days of being told about it in writing. You may terminate at any time by not renewing. If we terminate for your material breach, fees already paid are not refunded. If you terminate because of our material breach, we will refund the unused part of your current term.
Sections 6, 8, 9, 11, 12, 13, 14 and 16 survive termination.
This agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules. Any dispute will be brought exclusively in the state or federal courts sitting in Suffolk County, Massachusetts, and each of us consents to their jurisdiction.
These terms, together with any order form, are the whole agreement between us and replace anything said beforehand. Neither of us may assign this agreement without the other’s consent, except to a successor in a merger or a sale of substantially all our business. If a provision is unenforceable, the rest stands. Failing to enforce something is not a waiver of it. We may update these terms, and if a change is material we will tell current customers at least thirty days before it takes effect for their next renewal.