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Terms of Service

Effective: May 21, 2026

These Terms of Service ("Terms") form a binding agreement between you ("you" or "User") and ThermSuite, LLC, an Alaska limited liability company ("ThermSuite," "we," "us," or "our"). They govern your access to and use of the ThermSuite website at thermsuite.com (the "Site"), our editorial content (including the publication known as "Notes" and its sub-publications), any free, trial, beta, or preview products or features we make available, and any other public-facing materials or services we offer (collectively, the "Service").

Access to ThermSuite's commercial data and software products, including any paid subscription to PipeProwler and any other product or service made available under a separate signed agreement (a "Commercial Agreement"), is governed by that Commercial Agreement. In the event of a conflict between these Terms and an applicable Commercial Agreement with respect to the subject matter of that agreement, the Commercial Agreement controls.

PLEASE READ SECTION 13 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH THERMSUITE THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 13.7. SECTION 10 ALSO LIMITS THERMSUITE'S TOTAL LIABILITY TO THE GREATER OF US $500 OR THE FEES YOU HAVE PAID IN THE PRIOR 12 MONTHS.

1. Acceptance, eligibility, and compliance

1.1 Acceptance and authority. By accessing or using the Service — including by visiting the Site, requesting a demo, or subscribing to Notes — you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. You represent that you are at least 18 years old, have legal capacity to enter into these Terms, and, if you access the Service on behalf of any organization, that you have authority to bind that organization. References to "you" include any such organization. If you do not agree, do not access or use the Service.

1.2 Professional context. The Service is offered to and intended for institutional natural gas market participants and other professional users acting in a professional capacity. It is not directed to children, retail investors, or consumers in their personal capacity. You represent and warrant that you are accessing the Service in a professional capacity and not as a retail investor or for any personal, household, or consumer purpose.

1.3 Compliance with law; sanctions. You represent that your access to and use of the Service complies with all laws applicable to you, including U.S. export-control and economic-sanctions laws, and that you are not located in, ordinarily resident in, or organized under the laws of any country subject to comprehensive U.S. sanctions, and are not on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals list, the BIS Entity List, and any State Department debarment list). ThermSuite may screen you against such lists from time to time and may suspend or terminate your access immediately, without liability, if any such screening yields a match or if your continued access would, in ThermSuite's reasonable judgment, violate any applicable law.

2. The Service; beta features; modifications

2.1 Description; right to modify or discontinue. ThermSuite provides editorial content, market commentary, and data products concerning institutional natural gas markets. The Service includes the Site, Notes, and other public-facing materials. ThermSuite may, in its sole discretion and at any time, modify, suspend, rate-limit, paywall, or discontinue any portion of the Service (including any free tier) and may revise, correct, or remove any Editorial Content or other material, in each case with or without notice and, except as provided in any subscription terms applicable to a paid Service, without any liability or refund obligation to you.

2.2 Beta and preview features. Portions of the Service may from time to time be designated as "Beta," "Preview," "Alpha," "Early Access," "Pilot," "Limited Release," or similar (collectively, "Beta Services"). Beta Services are provided AS IS and AS AVAILABLE for evaluation purposes only, without warranty, indemnity, service-level commitment, support obligation, or liability of any kind, and notwithstanding anything else in these Terms. Beta Services may be modified, suspended, or discontinued at any time without notice and may never become generally available. Information about Beta Services constitutes Confidential Information of ThermSuite. To the maximum extent permitted by law, ThermSuite's total aggregate liability arising from or related to any Beta Service shall not exceed US $100.

2.3 Notes subscriptions. Notes is currently offered without charge. If we offer a paid Notes tier in the future, the applicable subscription terms — including price, billing frequency, auto-renewal, and cancellation rights — will be presented at the point of subscription and will form part of these Terms. You may unsubscribe at any time using the unsubscribe link in any Notes email or by contacting us.

3. Editorial content; no investment, trading, or other professional advice

3.1 Informational only; no advice. Notes, market commentary, methodology pages, white papers, charts, indicators, and any other editorial content or data made available through the Service (collectively, "Editorial Content") are provided for general informational purposes only. Editorial Content reflects the subjective opinions and analysis of ThermSuite and its contributors at the time of publication, is not a statement of fact, may be incorrect, and is subject to change without notice. It is not, and shall not be construed as, investment, trading, hedging, legal, tax, accounting, or any other form of professional advice, and does not constitute a recommendation, solicitation, or offer to buy, sell, or hold any commodity interest, futures contract, swap, option, security, physical commodity, or other financial instrument. Editorial Content is not tailored to the financial situation, objectives, risk tolerance, or positions of any particular person.

3.2 No reliance; no fiduciary or advisory relationship. No fiduciary, advisory, brokerage, agency, attorney-client, accountant-client, or other professional engagement relationship is created by your access to the Service or by your receipt of any Editorial Content. You are solely responsible for your own commercial, trading, hedging, procurement, regulatory, and other decisions, and you acknowledge that you do not and will not rely on the Service or Editorial Content as the primary basis for any such decision. Past performance is not indicative of future results.

3.3 Regulatory status; publisher's exemption. ThermSuite is a publisher of general-circulation editorial content and market data regarding institutional natural gas markets. ThermSuite is not registered with the U.S. Commodity Futures Trading Commission (CFTC) as a Commodity Trading Advisor, Commodity Pool Operator, Introducing Broker, or Futures Commission Merchant; is not a member of the National Futures Association (NFA); and is not registered as an investment adviser under Section 202 of the Investment Advisers Act of 1940 or any analogous state statute. ThermSuite relies on the publisher's exemption under Section 4m(1) of the Commodity Exchange Act and Rule 4.14(a)(9) of the regulations promulgated thereunder. Editorial Content is impersonal, is not tailored to any subscriber's individual circumstances, positions, or trading objectives, and does not constitute a personalized recommendation. You agree not to solicit personalized commodity, trading, hedging, or investment advice from ThermSuite, and you acknowledge that any general response we provide remains within the scope of our publisher's exemption.

4. Acceptable use

You may access and use the Service only as expressly permitted by these Terms. You agree that you will not, and will not permit any third party (including any automated agent, crawler, bot, scraper, or AI system) to:

  • (a) use the Service for any unlawful purpose or in violation of any applicable law, regulation, or order;
  • (b) access, copy, scrape, harvest, index, cache, mirror, extract, or otherwise download or collect the Service or any portion of it (including any Editorial Content or data product) except (i) as expressly permitted by these Terms or by us in writing, or (ii) by a search-engine crawler operating in compliance with our robots.txt and similar machine-readable directives;
  • (c) use the Service, or any output of or data derived from the Service, as input to, training data for, fine-tuning of, retrieval-augmented generation by, embedding into, benchmarking of, evaluation of, or development of any artificial intelligence, machine learning, large language model, or other automated system;
  • (d) use the Service to develop, train, evaluate, or improve any product or service that competes with the Service or with any other ThermSuite product or service;
  • (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying data, methodology, models, indicators, or algorithms of the Service, except to the limited extent applicable law expressly permits despite this restriction;
  • (f) republish, redistribute, resell, sublicense, or otherwise make the Service or any Editorial Content available to any third party except as expressly permitted by these Terms;
  • (g) circumvent, disable, or interfere with any access controls, rate limits, security, authentication, or other technical measures protecting the Service;
  • (h) probe, scan, test the vulnerability of, or attempt unauthorized access to any system, network, server, or data associated with the Service, or interfere with or disrupt the integrity, availability, or performance of the Service or the data it contains;
  • (i) upload, transmit, or introduce any virus, worm, malware, ransomware, or other malicious code;
  • (j) impersonate any person or entity, misrepresent your affiliation with any person or entity, or use a false identity to access the Service; or
  • (k) use the Service in any manner that could harass, defame, or harm any third party or that violates the rights (including intellectual property, privacy, publicity, and contract rights) of any third party.

The restrictions in (b), (c), (d), and (e) are material terms of these Terms, are supported by independent consideration (your access to the Service), and survive termination. The parties acknowledge that the harm to ThermSuite from a breach of (b), (c), or (d) — including unauthorized scraping, extraction, and AI training — is difficult to quantify and that the rate of US $0.10 per Unit accessed in breach is a reasonable pre-estimate of that harm and not a penalty. For purposes of this Section, a "Unit" means each individual Note article, each methodology page, each data record (such as each individual pipeline notice, market indicator, or chart), and each discrete API response or document download. Where permitted by law, such a breach entitles ThermSuite to liquidated damages at that rate, or to actual damages, whichever is greater, in addition to any other remedies available.

5. Intellectual property

5.1 Ownership. ThermSuite and its licensors retain all right, title, and interest in and to the Service, the Editorial Content, all underlying methodology, models, indicators, software, data, and documentation, all derivative works of any of the foregoing, and all intellectual property rights in any of the foregoing. Except for the limited rights expressly granted in these Terms, no license or other right is granted to you, whether by implication, estoppel, exhaustion, or otherwise.

5.2 Limited license. Subject to your compliance with these Terms, ThermSuite grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Site and Editorial Content for your own internal professional purposes, and to make incidental copies consistent with that purpose (such as printing a Notes article for personal reference, forwarding an article internally within your organization on a non-systematic basis, or quoting a brief excerpt in an internal report) — provided that no such use may be commercial republication, syndication, redistribution to non-employees, or systematic copying.

5.3 Trademarks. "ThermSuite," "PipeProwler," "Notes," and other ThermSuite product names and logos are trademarks of ThermSuite, LLC. Third-party trademarks referenced on the Site are the property of their respective owners and are used for identification only. Nothing in these Terms grants any right to use any ThermSuite trademark without our prior written consent.

5.4 Permitted attribution. You may quote brief excerpts of Editorial Content for purposes of news reporting, commentary, criticism, scholarship, or research, provided that you (a) attribute the excerpt to ThermSuite and link to the original where reasonably practicable, (b) do not present the excerpt in a manner that creates a false impression of endorsement or association, and (c) do not exceed what is reasonably necessary for the purpose. Commercial republishing requires our prior written consent.

5.5 Feedback. If you provide any suggestions, ideas, enhancement requests, recommendations, comments, or other feedback regarding the Service ("Feedback"), you hereby grant ThermSuite a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without any obligation or compensation to you. You represent that you have all rights necessary to grant this license and that your Feedback does not infringe any third-party right.

5.6 Copyright and trademark complaints. ThermSuite respects the intellectual property rights of others. To report alleged copyright infringement on the Service, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to contact@thermsuite.com with the subject line "DMCA Notice." To report alleged trademark infringement, impersonation, or violation of a right of publicity, send a notice describing the claim and identifying the affected material to the same address with the subject line "IP Notice."

6. Third-party content, links, and services

The Service may contain links to, or descriptions of, third-party websites, products, or services. ThermSuite does not control, endorse, or take responsibility for any third-party content, websites, products, or services, and your interaction with any third party is solely between you and that third party. Reference to any third party does not imply endorsement.

7. Privacy

Our collection, use, and disclosure of information about you in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms.

8. Suspension and termination

ThermSuite may suspend, restrict, or terminate your access to all or any part of the Service at any time, with or without notice, and with or without cause, including for any breach of these Terms or for any conduct we determine, in our sole discretion, may harm ThermSuite or any third party. You may stop using the Service at any time. Sections 3, 4, 5, 9, 10, 11, 12, 13, 14, and 15, and any obligations or remedies that have accrued before termination, survive termination of these Terms.

9. Disclaimer of warranties

9.1 As-is, as-available. THE SERVICE, THE SITE, ALL EDITORIAL CONTENT, ALL DATA, AND ALL OTHER MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERMSUITE AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

9.2 Specific disclaimers. WITHOUT LIMITING THE FOREGOING, THERMSUITE DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY EDITORIAL CONTENT, DATA, OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING ANY TRADING, HEDGING, PROCUREMENT, INVESTMENT, REGULATORY, COMPLIANCE, OR COMMERCIAL DECISION; (C) ANY DEFECTS WILL BE CORRECTED; OR (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT THE SERVICE INCLUDES OUTPUT FROM ARTIFICIAL INTELLIGENCE, MACHINE LEARNING, OR OTHER AUTOMATED OR STATISTICAL TOOLS, SUCH OUTPUT MAY CONTAIN ERRORS, OMISSIONS, OR FABRICATIONS AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR ANY EDITORIAL CONTENT IS AT YOUR SOLE RISK.

9.3 Jurisdictional limitations. Some jurisdictions do not allow the disclaimer of certain warranties or conditions, so some of the above disclaimers may not apply to you. In that case, the disclaimers in this Section apply to the maximum extent permitted by applicable law.

10. Limitation of liability

10.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THERMSUITE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR FOR ANY TRADING, HEDGING, MARKET, PROCUREMENT, OR INVESTMENT LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THERMSUITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THERMSUITE AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICE, FOR ALL CLAIMS IN THE AGGREGATE, SHALL NOT EXCEED THE GREATER OF (A) US $500 OR (B) THE TOTAL AMOUNT YOU PAID TO THERMSUITE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.

10.3 Independent application; failure of essential purpose. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND THERMSUITE, AND APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH ANY CLAIM IS BASED AND EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.4 Allocation of risk. The pricing of the Service (including any free tier), the warranty disclaimers in Section 9, and the limitations in this Section 10 reflect an allocation of risk that forms the basis of the bargain between you and ThermSuite, without which ThermSuite would not have provided the Service.

10.5 Statute of limitations. Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, the cause of action or claim is permanently barred, except (a) claims for indemnification under Section 11; (b) ThermSuite's claims for breach of Section 4 (acceptable use), Section 5 (intellectual property), or Section 12 (confidentiality); (c) claims for fraud or willful misconduct; and (d) any claim where applicable law prohibits the contractual shortening of the limitations period. The parties acknowledge that the one-year period is reasonable, was knowingly bargained for as part of the overall allocation of risk in these Terms, and is necessary to provide ThermSuite with certainty in operating the Service.

11. Indemnification

You will defend, indemnify, and hold harmless ThermSuite and its affiliates, licensors, and suppliers, and its and their officers, directors, employees, and agents (each, an "Indemnified Party"), from and against any and all third-party claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your access to or use of the Service in breach of these Terms; (b) your violation of any law or regulation or any right of any third party; (c) any content or information you submit to or through the Service; or (d) your use of any Editorial Content or any output of the Service in connection with any trading, hedging, investment, procurement, or other commercial decision. ThermSuite will provide prompt written notice of any claim subject to indemnification and reasonable cooperation at your expense. ThermSuite may, at its election, assume control of the defense of any such claim with counsel of its choice; if ThermSuite assumes control, you will cooperate as reasonably requested. No settlement may be entered into without (i) your prior written consent (not to be unreasonably withheld) if the settlement requires payment by you, and (ii) the Indemnified Party's prior written consent if the settlement imposes any non-monetary obligation on, or includes any admission of liability or wrongdoing by, the Indemnified Party.

12. Confidentiality of Beta Services

For purposes of these Terms, "Confidential Information" means any non-public information disclosed to you by or on behalf of ThermSuite in connection with the Service that is either identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances, including all non-public information about Beta Services (their existence, functionality, design, performance, and any data or output they generate). You will hold all Confidential Information in confidence, will not disclose it to any third party, and will use it only for the purpose of evaluating or using the applicable Service. This Section 12 survives termination indefinitely as to information that constitutes a trade secret and for three (3) years as to all other Confidential Information.

13. Dispute resolution; binding arbitration; class action waiver

13.1 Informal resolution. Before commencing any arbitration or other proceeding, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (each, a "Dispute") through informal negotiation. The party initiating the Dispute will send a written notice to the other party at the contact addresses in Section 15.7 describing in reasonable detail the nature of the Dispute and the relief sought (a "Dispute Notice"). The parties will negotiate in good faith for at least thirty (30) days after the Dispute Notice is delivered before commencing any arbitration. This Section 13.1 does not toll any statute of limitations.

13.2 Binding arbitration. Except as set out in Section 13.5, all Disputes will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules. The arbitration will be conducted in the English language by a single neutral arbitrator. The seat of arbitration will be Wilmington, Delaware; in-person hearings, if required, will be conducted in Wilmington unless the parties agree otherwise or the arbitrator orders a different location. The arbitrator will issue a reasoned written award and may award only those remedies that would be available in an individual action in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Delegation. The arbitrator, and not any court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.

13.4 Class action and class arbitration waiver. YOU AND THERMSUITE EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of multiple persons, may not preside over any form of class or representative proceeding, and may award 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. If a court or arbitrator decides that this Section 13.4 is unenforceable as to any claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and proceed in the courts identified in Section 14.2; the remainder of this Section 13 will remain in full force as to all other claims.

13.5 Carve-outs. Notwithstanding the foregoing, either party may (a) seek temporary, preliminary, or permanent injunctive or other equitable relief in the courts identified in Section 14.2 to prevent or stop any actual or threatened infringement, misappropriation, or violation of intellectual property rights, breach of Section 4 (acceptable use), or breach of Section 12 (confidentiality), and (b) bring an individual action in a small-claims court for any claim within that court's jurisdiction. Nothing in this Section 13 prevents you from seeking public injunctive relief in a court of competent jurisdiction to the extent such a remedy is non-waivable under applicable law.

13.6 Mass arbitration procedures. If twenty-five (25) or more substantially similar arbitration demands are filed against ThermSuite within any ninety (90)-day period by the same or coordinated counsel, the AAA's Mass Arbitration Supplementary Rules will apply. The parties will appoint a process arbitrator to verify each demand's individualized basis. Claims will then proceed in concurrent batches of up to one hundred (100), with statute-of-limitations tolling for batched claims not yet individually filed. No batched proceeding binds any non-participating claimant. Before any filing fees are paid in connection with such coordinated demands, the parties will participate in a single global mediation conference.

13.7 Right to opt out. You may opt out of this Section 13 by sending written notice within thirty (30) days of first accepting these Terms, either by mail to ThermSuite, LLC, Attn: Legal — Arbitration Opt-Out, 405 W 36th Ave, Ste 104, Anchorage, AK 99503, or by email to contact@thermsuite.com with the subject line "Arbitration Opt-Out." Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor ThermSuite will be bound by Sections 13.2 through 13.6, and Disputes will be resolved exclusively in the courts identified in Section 14.2. Opt-outs by other methods or after the 30-day period are invalid.

14. Governing law and forum

14.1 Governing law. These Terms and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties have selected Delaware law for its developed and predictable body of commercial-contract jurisprudence and for the efficiency of its courts in resolving commercial disputes, and the parties acknowledge that this choice provides a reasonable basis under Section 187 of the Restatement (Second) of Conflict of Laws notwithstanding that ThermSuite is organized under the laws of the State of Alaska. The parties further acknowledge that they have considered the laws of any other state having an interest in any Dispute and have determined that no other state's law applies, and each party waives any defense based on the asserted materially greater interest of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Forum for non-arbitrable matters. For any Dispute not subject to arbitration under Section 13 — including matters within the carve-outs in Section 13.5 and matters where arbitration is held unavailable — the parties consent to the exclusive jurisdiction of, and venue in, the Superior Court of the State of Delaware, Complex Commercial Litigation Division, located in New Castle County, or, where federal subject-matter jurisdiction exists, the U.S. District Court for the District of Delaware. For Disputes initiated by a user who has validly opted out of arbitration under Section 13.7, that user may, at the user's election, instead bring the action in the federal district court for the user's state of residence in the United States; in either case the parties waive any objection based on forum non conveniens or inconvenience of venue.

14.3 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15. General provisions

15.1 Entire agreement; no reliance. These Terms (together with the Privacy Policy and any applicable Commercial Agreement) constitute the entire agreement between you and ThermSuite regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. Each party acknowledges that, in entering into these Terms, it has not relied on, and shall have no remedies in respect of, any statement, representation, warranty, or understanding (whether made innocently or negligently) that is not expressly set out in these Terms.

15.2 Modifications. ThermSuite may modify these Terms from time to time. We will post the updated Terms on the Site and, for material changes, will provide notice through the Site or by email to subscribers at least thirty (30) days before they take effect. Non-material updates take effect on posting. If you do not agree to the modified Terms, you must stop using the Service before the changes take effect. The modified Terms apply to all Disputes arising after they take effect.

15.3 Severability and reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and if it cannot be so modified, it will be severed; the remaining provisions will continue in full force and effect.

15.4 No waiver. No failure or delay by either party in exercising any right under these Terms operates as a waiver, and no single or partial exercise of any right precludes any other or further exercise. A waiver is effective only if in writing and signed by the waiving party.

15.5 Assignment. You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, by operation of law or otherwise, without ThermSuite's prior written consent; any attempted assignment without consent is void. ThermSuite may freely assign or transfer these Terms, in whole or in part, to any successor in interest, in each case without your consent. For purposes of this Section, "successor in interest" includes any acquirer of all or substantially all of ThermSuite's assets or equity, and any successor by merger, consolidation, reorganization, financing, sale of assets, change of control, or operation of law.

15.6 Force majeure. Neither party will be liable for any failure or delay in performance (other than the payment of money) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic or endemic disease, war, terrorism, civil unrest, government action (including sanctions and export controls), cyberattack, ransomware, denial-of-service event, failure or degradation of a third-party cloud, internet, telecommunications, AI model, or other utility or service on which the affected party relies, supply chain disruption, or labor disturbance.

15.7 Notices. Notices to ThermSuite under these Terms must be sent in writing to ThermSuite, LLC, Attn: Legal, 405 W 36th Ave, Ste 104, Anchorage, AK 99503, or by email to contact@thermsuite.com with the subject line "Legal Notice." Notices to you may be given by email to the address you have provided to ThermSuite or by posting on the Site, and are deemed given on the date sent or posted. Either party may change its notice address by written notice to the other.

15.8 Government investigations and legal process. ThermSuite may, without breach of any obligation under these Terms, comply with any subpoena, court order, regulatory request, or other legal process, and disclose information in response to such a request, in each case as it determines in good faith is required or appropriate.

15.9 No third-party beneficiaries. Except as expressly stated in Section 11 (which is for the benefit of the Indemnified Parties), no person other than the parties to these Terms has any rights under these Terms.

15.10 U.S. government users. If you are a U.S. government end user, the Service is a "Commercial Product" and "Commercial Service" as defined in 48 C.F.R. § 2.101, and the U.S. government acquires only those rights set forth in these Terms.

15.11 Independent contractors; no agency. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship.

15.12 Headings and interpretation. Section headings are for reference only and do not affect interpretation. "Including" and "include" are without limitation. References to a statute or regulation include any successor or amended version.

16. Contact

General inquiries: contact@thermsuite.com

Legal notices and arbitration opt-outs: ThermSuite, LLC, Attn: Legal, 405 W 36th Ave, Ste 104, Anchorage, AK 99503, or contact@thermsuite.com with the appropriate subject line as described in Sections 13.7 and 15.7.

Copyright complaints: contact@thermsuite.com with the subject line "DMCA Notice."