Terms of Use

Access to Atlas requires an order form, subscription agreement or other written agreement executed by Customer and The Tie (each, an “Order Form”). Each Order Form will set forth the subscription term, fees and any other commercial terms. If there is a conflict between these Terms and an Order Form, the Order Form controls with respect to that conflict.

The Tie may, in its discretion, provide Customer with free or evaluation access to Atlas for a period The Tie specifies (a “Trial”) with or without an order form. A Trial may be limited in functionality and data, including to a coverage report and a subset of The Tie Data. All Trials are provided “AS IS,” without warranty, support, indemnity or service commitments of any kind, and The Tie may suspend or end a Trial at any time. Customer’s post-termination rights under Section 6.2 do not apply to Trials. Unless Customer executes an Order Form, following the end of the Trial, Customer will cease use of The Tie Data synchronized to its CRM and Customer Data will be deleted in accordance with Section 9. Notwithstanding the aggregate liability cap in Section 18, but subject to the exclusion of indirect and consequential damages therein, The Tie’s aggregate liability arising out of or relating to a Trial will not exceed one hundred U.S. dollars (US$100).

Atlas is a commercial intelligence service designed to help Customer’s sales and business development personnel track companies, people and business relationships and keep Customer’s customer relationship management system (“CRM”) current. Atlas is not a CRM.

Subject to the Agreement, The Tie grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit its Authorized Users to access and use Atlas solely for Customer’s internal business purposes.

Atlas may permit Customer to: (a) connect a supported CRM and synchronize company and contact records with Atlas; (b) access and synchronize The Tie Data to its CRM; (c) review company, news, fundraising and personnel-change information; (d) connect Customer-selected Third-Party Services; (e) connect an Authorized User’s Gmail account to send emails from that account, including with that user’s email signature; (f) create lists of companies in Customer’s CRM; and (g) use other functionality The Tie makes available from time to time.

Atlas is a multi-tenant service. Customer Data is logically separated from other customers’ data by access controls enforced in Atlas’s database, so that Authorized Users can access only the Customer Data of the Customer to which they belong. The technical architecture and controls may evolve, provided The Tie maintains commercially reasonable safeguards against unauthorized cross-customer access.

Customer Data is made available to Customer and its Authorized Users through Atlas. The Tie personnel do not routinely access Customer Data, except as reasonably necessary to provide support authorized by Customer, respond to security incidents, comply with law, or maintain and secure the Service.

4.1 Definition. “Customer Data” means all data and information imported, synchronized, uploaded or otherwise provided to Atlas by or on behalf of Customer or its Authorized Users, including company and contact records synchronized from Customer’s CRM and information obtained through Customer’s Third-Party Services. Customer Data does not include The Tie Data.

4.2 Ownership. As between the parties, Customer owns all right, title and interest in and to Customer Data. Customer grants The Tie a limited, non-exclusive right to host, process, transmit and display Customer Data by automated means solely to provide, maintain, support and secure Atlas for Customer.

4.3 Restrictions on The Tie. The Tie will not: (a) sell, rent or disclose Customer Data to third parties except to service providers acting on its behalf under appropriate restrictions or as required by law or legal process (with notice where legally permitted); (b) use Customer Data to build, enrich or improve The Tie Data or a database or product for other customers; or (c) use Customer Data for the benefit of any other customer. The Tie may process Customer Data as necessary to provide, maintain, support and secure Atlas for Customer. Any future customer-specific AI model training or customization using Customer Data will be optional, require Customer’s affirmative authorization, and be limited to Customer’s own use and benefit; Customer Data and resulting customer-specific training data will not be used to train models for, or made available to, other customers. Nothing in Section 4.2, Section 4.3 (b) and (c) or Section 5 restricts The Tie’s use of publicly available information that Atlas retrieves, such as where a company’s website redirects, even where Customer Data prompted the retrieval.

4.4 Customer Responsibilities. Customer represents and warrants that it has all rights, consents and lawful bases necessary to provide Customer Data to Atlas and to authorize its processing under the Agreement. Customer is responsible for the accuracy and legality of Customer Data and for its collection and use of Customer Data, including compliance with applicable privacy, data protection, marketing and anti-spam laws.

Atlas currently supports HubSpot and may support additional CRMs in the future. By connecting its CRM, Customer authorizes Atlas to read, synchronize and write company and contact records within the scope Customer configures, solely to provide Atlas functionality to Customer. Information obtained from Customer’s CRM is used solely to provide Atlas to Customer. Writes to Customer’s CRM are disabled by default until enabled by Customer’s administrator.

Customer is responsible for maintaining its CRM account, configuring the scope of the connection and complying with the terms applicable to its CRM.

Atlas may permit Authorized Users to create, update, merge, reassign, deactivate or delete records in Customer’s CRM. Certain actions, including merges and deletions, may be irreversible and may affect historical information. Customer authorizes Atlas to carry out actions initiated or approved through Customer’s configured permissions and is responsible for reviewing those actions and maintaining appropriate backups. The Tie is not responsible for changes to Customer’s CRM initiated or approved by Customer or its Authorized Users.

6.1 Definition. “The Tie Data” means news, company, fundraising, mergers and acquisitions, personnel and other information, analytics and metadata made available by The Tie through Atlas, including information derived from The Tie Terminal and the information described in Section 7. As between the parties, The Tie and its licensors own all right, title and interest in and to The Tie Data.

6.2 License. During the subscription term, Customer may access and use The Tie Data solely for its internal business purposes in connection with Atlas, including by synchronizing The Tie Data to Customer’s CRM through Atlas functionality. Following expiration or termination of a paid subscription, Customer may continue to retain and use The Tie Data previously synchronized into its CRM solely as part of its existing internal CRM records and internal business operations, subject to Section 6.3. Customer will have no further right to access Atlas or receive updates, corrections, new records or other ongoing data services. This continuing right does not authorize Customer to extract or assemble The Tie Data into a separate database, redistribute or commercialize it, or use it to develop a competing data product. No separate continuity fee applies unless expressly agreed in a future Order Form.

6.3 Restrictions. Except as expressly permitted under a Customer-authorized connection described in Section 8, Customer may not sell, sublicense, publish or otherwise make The Tie Data available to any third party, use The Tie Data to create or maintain a competing data product or database, or use Atlas as a substitute for a data feed or API license from The Tie. Customer may permit a connected AI tool to access The Tie Data only as necessary for Customer’s authorized internal use, subject to the restrictions in this Section 6.3, and Customer will ensure that any third-party AI tool provider is contractually prohibited from using The Tie Data for its own model training, improvement or other purposes; no right to train a third-party model on, redistribute or independently commercialize The Tie Data is granted.

Atlas may provide information about individuals’ professional roles, employment changes and business affiliations. This information is derived from publicly available sources, including public professional profiles, news and company announcements, and other lawful sources. Atlas does not provide personal email addresses or telephone numbers. People information is provided for business intelligence purposes only and is subject to Section 14. Customer is responsible for determining whether and how to use such information and for complying with applicable law in any communication or outreach.

Atlas supports connections to third-party data enrichment, sales intelligence and workflow services selected and licensed by Customer, such as Apollo, ZoomInfo and Clay (“Third-Party Services”). Third-Party Services are not provided by The Tie; Atlas only supports Customer’s connection to them. Customer is responsible for obtaining and maintaining all accounts, licenses and rights needed to use Third-Party Services and the data they provide, and its use of Third-Party Services is governed by its agreements with those providers.

By connecting a Third-Party Service, Customer authorizes Atlas to exchange information with that service as Customer directs or configures. Information returned by a Third-Party Service is Customer Data. The Tie is not responsible for Third-Party Services, including their availability, accuracy, security or continued compatibility with Atlas.

Customer may delete certain Customer Data at any time using Atlas functionality. Customer may also request in writing that The Tie delete Customer Data, and The Tie will delete it as soon as commercially practicable following receipt of the request, and in any event within thirty (30) days. Following expiration, termination or deactivation of Customer’s subscription, Customer Data will be automatically deleted within thirty (30) days unless Customer requests earlier deletion. Deletion does not affect Customer’s CRM or data held by Third-Party Services. A request to delete all Customer Data will also terminate Customer’s access to Atlas. The Tie may retain limited records evidencing deletion, including workspace name, relevant dates and counts of deleted records. Deleted Customer Data may persist in backups until they expire in the ordinary course, currently within fourteen (14) days.

Customer and its Authorized Users may provide suggestions or other feedback regarding Atlas (“Feedback”). Customer grants The Tie a perpetual, royalty-free, irrevocable, non-exclusive license to use, modify and incorporate Feedback into Atlas and The Tie’s other products and services for any purpose without attribution or compensation. Feedback will not be deemed Customer Data or Customer’s Confidential Information. The Tie will not publicly identify Customer as the source of any Feedback without Customer’s consent.

The Tie will maintain commercially reasonable administrative, technical and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration or disclosure. If The Tie becomes aware of a security breach that results in unauthorized access to or disclosure of Customer Data, The Tie will notify Customer without undue delay and in any event within seventy-two (72) hours of The Tie’s security team confirming the breach affects Customer Data, subject to any delay requested or required by law enforcement, and will take commercially reasonable steps to mitigate the effects of the breach.

“Confidential Information” means non-public information disclosed by one party to the other in connection with the Agreement that is identified as confidential or should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information. The Tie Data, Atlas software, documentation and non-public functionality are The Tie’s Confidential Information. Each party will protect the other’s Confidential Information with at least reasonable care and use it only to perform its obligations or exercise its rights under the Agreement. These obligations do not apply to information that is or becomes public without breach, was lawfully known to the recipient without restriction, is lawfully received from a third party without a duty of confidentiality, or is independently developed.

Customer is responsible for designating its Authorized Users and assigning their roles, permissions and approval rights within Atlas, including which Authorized Users may approve or execute changes to Customer’s CRM. Customer will keep credentials confidential, promptly remove access for individuals no longer authorized and promptly notify The Tie of any known or suspected unauthorized access. Authorized Users may not share credentials.

Customer and its Authorized Users may not: (a) use Atlas in violation of applicable law or third-party rights; (b) use Atlas to send unlawful, deceptive, harassing or unsolicited bulk communications; (c) use Atlas for automated messaging sequences or campaigns except through functionality expressly made available by The Tie; (d) access or attempt to access another customer’s data; (e) circumvent security or access controls or introduce malicious code; (f) reverse engineer or attempt to derive the source code of Atlas, except as permitted by law; (g) scrape or systematically extract The Tie Data except through functionality expressly provided; or (h) resell or provide access to Atlas to any third party. Customer is solely responsible for communications sent using Atlas or information obtained through it.

Information available through Atlas, including The Tie Data, people information and Third-Party Service data, may be incomplete, delayed or inaccurate. Atlas does not replace Customer’s independent judgment, and Customer is responsible for verifying information before relying on it. The Tie does not warrant that Atlas will identify any company, contact or opportunity or produce any particular commercial result.

Atlas may include artificial intelligence features, such as suggested email drafts, selection of news shown in Atlas, and classifications of companies (“AI Outputs”). AI Outputs may be inaccurate and are predictions, not verified facts. Customer must review AI Outputs before adding them to its CRM or using them in communications. Current AI Outputs are generated using The Tie Data rather than Customer Data. Atlas will not transmit Customer Data to third-party AI providers for AI generation or training unless expressly authorized by Customer. Any future optional customer-specific AI customization will be governed by Section 4.3.

Atlas or certain features may be identified as beta or early access. Such features may change, may have limited automation and are provided without warranty of any kind.

Except for the limited rights expressly granted in the Agreement, The Tie and its licensors retain all right, title and interest in and to Atlas, The Tie Data and related software, technology and documentation. No rights are granted by implication.

Each party represents that it has authority to enter into the Agreement. The Tie warrants that it will provide Atlas in a professional manner consistent with generally accepted industry practices. Customer’s sole remedy for a breach of the foregoing warranty is to notify The Tie in writing within thirty (30) days of discovery, and The Tie will use commercially reasonable efforts to correct the non-conformity. If The Tie fails to do so within a reasonable period, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unused term.

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ATLAS, THE TIE DATA AND AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND THE TIE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE TIE DOES NOT WARRANT THAT ATLAS WILL BE UNINTERRUPTED OR ERROR-FREE. THE TIE IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES.

Customer will defend, indemnify and hold harmless The Tie and its affiliates, officers, directors and employees from third-party claims, and related losses and reasonable attorneys’ fees, arising from (a) Customer Data or Customer’s collection or use of it, including any breach of Customer’s representations in Section 4.4, (b) Customer’s communications or outreach using Atlas, (c) Customer’s use of Third-Party Services, or (d) Customer’s breach of Section 13.

The Tie will defend, indemnify and hold harmless Customer from third-party claims alleging that Atlas, as provided by The Tie, infringes such third party’s United States intellectual property rights, except to the extent arising from Customer Data, Third-Party Services, modification or unauthorized use of Atlas, or combination with items not provided by The Tie. If Atlas is or may become subject to such a claim, The Tie may procure continued use rights, modify Atlas, or terminate the affected portion and refund prepaid fees for the unused term. This paragraph states The Tie’s sole liability for infringement claims.

The indemnified party will give prompt notice, reasonable cooperation and control of the defense to the indemnifying party. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its consent.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, ARISING OUT OF THE AGREEMENT. THE TIE WILL NOT BE LIABLE FOR LOSS OR ALTERATION OF CRM RECORDS RESULTING FROM ACTIONS INITIATED OR APPROVED BY CUSTOMER OR ITS AUTHORIZED USERS. EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S BREACH OF SECTIONS 6.3, 11 OR 13, AND LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR ATLAS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The Tie may suspend access to Atlas if it reasonably determines that access presents a material security risk, Customer is using Atlas in material breach of the Agreement or applicable law, or Customer has failed to pay amounts when due after any applicable cure period, provided the amounts are not subject to a good-faith dispute documented in writing. The Tie will provide notice where reasonably practicable and restore access once the issue is resolved.

The subscription term, fees, renewal and termination rights are set forth in the Order Form. On expiration or termination, Customer’s right to access Atlas ends and Customer Data will be deleted under Section 9. Sections 1, 4, 6.2, 6.3, 9, 10, 11, 13 through 18, 22 and 23 survive.

The Tie may modify Atlas from time to time but will not materially reduce the core functionality of a paid subscription during its term without reasonable notice, except for security, legal or Third-Party Service reasons outside The Tie’s reasonable control. The Tie may update these Terms; material adverse changes take effect for an existing subscription at renewal unless required sooner by law or agreed by Customer.

The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of the Agreement.

Neither party may assign the Agreement without the other’s prior written consent, except that The Tie may assign the Agreement in connection with a merger, reorganization or sale of substantially all of its assets or equity where the assignee assumes the Agreement. Customer may assign the Agreement in connection with a merger, reorganization or sale of substantially all of its assets or equity where the assignee assumes the Agreement, provided the assignee is not a direct competitor of The Tie, and subject to The Tie’s prior written consent (not to be unreasonably withheld). Neither party is liable for delays caused by circumstances beyond its reasonable control, other than payment obligations. If any provision is unenforceable, the remainder stays in effect. Waivers must be in writing. The Agreement is the entire agreement regarding Atlas and supersedes prior communications on that subject.

Questions regarding Atlas may be directed to support@thetie.io. Questions regarding these Terms may be directed to The Tie Inc., legal@thetie.io.