terms of service
In this Terms of Service, we have given specific meanings to the following words:
“Subscriber” “you” and “your” means the individual or entity which is named as our subscriber when subscribing to a thist.io account (i.e. you, or your business) and who is contracting with thirst.io under this Terms of Service, which shall, where the context permits, include the Subscriber’s directors, officers, employees, agents or authorized personnel;
“thirst.io account” means a current Subscription to the Software under this Terms of Service;
“Terms of Service” means these terms and conditions may be amended or varied from time to time as explained herein;
“Software” means our current thirst.io software-as-a-service, which is accessed and used via our password-protected area on our Site;
“Us” ”we” and “our” refers to BuildEmpire Limited, a company registered in England with registered number 04388820 and having its registered office at The Towers, Towers Business Park, Wilmslow Rd, Manchester, M20 2SL United Kingdom;
“Site” means https://thirst.io/ and it’s associated subdomains;
“Project Content” means any e-learning materials, projects and other content, including text, imagery, videos or other files entered, uploaded or created by you or your learners while using the Software.
2. the terms of service
2.1) Acceptance of Terms: The Software is provided by BuildEmpire to the Subscriber subject to these Terms of Service. By creating a thirst.io Account, you are indicating your acceptance of these Terms of Service.
2.2) Additional items: In addition to the terms set out herein, you will also be subject to any guidelines and other rules applicable to use of the Site and Software, which may be posted on our Site. All such guidelines and rules are hereby incorporated by reference into this Terms of Service.
2.3) Important notice: The nature of thirst.io’s database-driven technology means that you will be able to create and edit your Project Content and publish it via the Software for the duration of your Subscription. However, you may at any time export your Project Content out of our systems for independent publication. You agree not to hold thirst.io liable and we accept no responsibility in respect of the loss of any Project Content. You are therefore strongly advised to regularly export and backup copies of your Project Content.
3. the software
3.1) The Software is subscription-based online e-learning authoring software. The Software provides our Subscribers with the ability to simply and quickly author and publish online e-learning Project Content. The Software is continually changing and is described in more detail on our Site.
4. creating a thirst.io account
4.1) In order to use the Software, you must apply via our Site for a thirst.io Account.
4.2) We reserve the right, at our discretion, not to accept an application to create a thirst.io Account. This may be for any reason. No charge will be made by us for declined applications.
5. accessing and using your thirst.io account
5.1) Once your thirst.io Account has been created, we will issue your organisation with a thirst.io URL.
5.2) Unless permitted below, the Subscriber may not permit any third-party to access or use their thirst.io Account.
5.3) Additional users within the Subscriber organization can obtain their own login details if the initial user accesses the Software and invites additional users via “Organisation Management” page.
5.4) You may be able to upgrade your thirst.io Account by applying to upgrade and paying any further applicable fees.
5.5) The Software is continually under review and its features and functionality may change throughout your Subscription at our sole discretion.
5.6) The Software facilitates the creation of SCORM-compliant files for integration with third-party learning management systems (LMSs). We do not warrant that third-party LMSs will all be able to integrate with SCORM files generated by the Software. If you require support services in this regard we shall use reasonable endeavors to assist you.
6. your rights
6.1) Your rights: From our confirmation of the creation of a thirst.io Account, we grant the Subscriber and its authorised personnel a non-transferable, non-exclusive licence to access and use the Software in accordance with this Terms of Service for the duration of the Subscription.
6.2) Conditions: The above license is strictly subject to compliance with this Terms of Service by the Subscriber and its authorized personnel. Access to the Software may be suspended at any time for reasonable cause.
7. your obligations
7.1) You must:
7.1.1) Only use the Software for the Subscriber’s own business purposes
and, for Resellers, those of its nominated clients;
7.1.2) Comply with our Terms of Service at all times;
7.1.3) Only use the Software for legal purposes in accordance with honest trade practices;
7.1.4) Use reasonable endeavours to maintain the security of all log-in details for the thirst.io Account;
7.1.5) Only attempt to access the Software using authorized log-in details of the Subscriber;
7.1.6) Comply with our reasonable requests and directions as to your use of the Software notified to you from time to time;
7.1.7) Take full responsibility for the compliance with these Terms of Service Conditions by anyone accessing the Software using your thirst.io Account, including your authorized personnel and nominated clients.
7.2) You must not:
7.2.1) Do anything which could reasonably be expected to damage, disable, overburden or materially impair the Software or our Site and systems generally, or which is likely to interfere with any other party’s use or enjoyment of the Software;
7.2.2) Use the Software to infringe upon any third-party intellectual property rights;
7.2.3) Infringe, challenge or dispute our ownership of the intellectual property rights in the Software; or
7.2.4) Seek to provide the Software to any third-party in any way not expressly permitted by your thirst.io Account.
8.1) The Subscriber is ultimately responsible for administering and safeguarding any log-in details and passwords created to control access to its thirst.io Account. Please keep any such details secure and let us know immediately if you think that there has been any unauthorized attempt to access the Software without permission.
9. paying for the software
9.1) Subscription fees: In consideration for your rights under this Terms of Service, you will pay to us all applicable subscription fees for use of the Software, payable monthly or yearly, in advance. The current pricing is advertised on our Site and may be varied from time to time. Changes posted on our Site shall take effect for you from your next billing cycle (i.e., you will only be subject to price increases after the period that you have already paid for in advance), unless otherwise agreed in writing.
9.2) How payments are made: We will invoice you for the fees applicable to your Subscription, payment being required at the beginning of each subscription period.
9.3) Automatic renewal: Unless otherwise agreed between us, your Subscription will automatically renew unless you cancel your Subscription according to the cancellation procedure below.
9.4) VAT: Any prices on our Site are quoted in UK pounds Sterling and exclude VAT, sales tax or other applicable taxes which are also payable as applicable.
9.5) Non-payment: We shall be under no obligation to provide the Software if the Subscription fee (plus applicable taxes) is not paid to us on time. The Subscriber must ensure that we have complete and accurate billing and contact information throughout the Subscription period, including the full name of the Subscriber, and a billing contact email address. If Subscription fees become overdue, because for example invoices are unpaid or the Subscriber’s payment card has expired, we reserve the right to suspend your access to the Software until the balance is paid and/or we may close your thirst.io Account permanently without notice, without prejudice to our wider remedies at law.
10. Project Content, Personal Information and Confidentiality
10.1) Rights in your Project Content: You have sole responsibility for the accuracy, reliability and use of your Project Content. You retain ownership and/or control of any copyright, trademarks, database rights and any other intellectual property rights in your Project Content. Intellectual property ownership in your Project Content will not be transferred to us.
10.2) Our use of your Project Content: We will only use your Project Content to the extent necessary to provide the Software, except that we reserve the right to disclose your Project Content to law enforcement and/or regulatory officials in the investigation and/or determination of alleged unlawful activities and legal disputes. The Software will enable you to create, edit, store, access, publish and delete your Project Content for the duration of your Subscription.
10.3) Your responsibilities regarding Project Content: You warrant that you have the rights to use your Project Content, and any Personal Information contained within it, online via the Software. You take full responsibility for your Project Content, and indemnify thirst.io against any claims relating to breach of third-party rights caused by such use of your Project Content, breach of any law or regulation or other legal rights as a result of the nature or use of your Project Content, or any other associated claim. thirst.io reserves the right to remove your Project Content from our servers in the event of the above claims, threatened, alleged or issued, or for any other reasonable cause.
10.4) Deletion of your Project Content: We will retain any Project Content that you leave in your thirst.io Account up until the expiry or termination of your thirst.io Account after which we shall be entitled to delete it from our systems.
10.5) Confidentiality: Unless either we or you have the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with this Terms of Service. Neither we nor you will, without the prior written consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Terms of Service. Each party’s obligations under this clause shall not apply to any information which:
10.5.1) is or becomes public knowledge other than by a breach of this clause;
10.5.2) is received from a third-party who lawfully acquired it and who is under no obligation restricting its disclosure;
10.5.3) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
10.5.4) is independently developed without access to the confidential information.
11. rights in thirst.io
11.1) Our intellectual property: All copyright, database rights, trademarks and other intellectual property rights in the Software (including any such rights in our Site) are either owned by or licensed to us, and nothing in this Terms of Service shall transfer any ownership rights to the Subscriber or any third-party.
11.2) Third-party features: All copyright, database rights, trademarks and other intellectual property rights in any external data sources or embedded third-party services used in the Software are the intellectual property of the relevant third-party provider.
11.3) Marketing: Unless otherwise agreed between us, you hereby agree that we shall be entitled to publicise that you are a Subscriber to the Software on our Site, including use of your current logo or otherwise provided that such publicity does not imply any wider trading association or relationship between us.
12. closing a thirst.io account
12.1) Cancellation by you: You may close your thirst.io Account at any time via the ‘your subscription’ page in your thirst.io Account. Once you have cancelled your subscription, no further fees will be charged and no refund will be made of any Subscription fees already billed and paid. If you cancel your thirst.io Account, the Software and Project Content will remain accessible by you until the current Subscription period that you have already paid for expires, after which your thirst.io Account will be locked and your Project Content shall no longer be accessible via the Software.
12.2) Suspension and closure by us in the event of a problem: If you, or any other user of your thirst.io Account, fails to abide by this Terms of Service or if the Subscription fees are not paid on time, we reserve the right to suspend your access to the Software and/or permanently cancel the your thirst.io Account. If we withdraw access to the Software because this Terms of Service has been breached, no refund will be payable by us.
12.3) Non-fault closure by us: In addition to our other rights under this Terms of Service, we also reserve the right to close any thirst.io Account (including during any ‘Free Trial’) for any reason by giving one (1) months’ notice and refunding any unused Subscription fees on a pro rata basis.
13.1) This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of the Software. It also requires the Subscriber to compensate us for any loss we suffer as a result of your failure to comply with this Terms of Service.
13.2) Project Content disclaimer: thirst.io does not control the Project Content that Subscribers create or publish via the Software and, as such, does not guarantee the accuracy, integrity or quality of such Project Content or derivative works. You understand that by using the Software, you may be exposed to third-party content that is offensive, indecent or objectionable.
13.3) Standard Availability: Except as may be agreed in a separate written Service Level Agreement, we do not warrant any level of Software availability except that we agree to use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for:
13.3.1) planned downtime or maintenance (which we shall try to keep to a minimum and give at least 8 hours electronic notice, and which we shall schedule to the extent practicable during Saturday and Sunday BST and
13.3.2) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving our employees), Internet service provider (or other Third-Party) failure or delay, or denial of service attack.
13.4) No guarantees: We make no guarantee that the Software will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access the Software.
13.5) Exclusion of our liability: We do not exclude or restrict our liability (if any) for personal injury or death resulting from our negligence, penalties or fines imposed on us, or for fraud committed by us or for any matter which it would be illegal to exclude or to attempt to restrict our liability for. Except in relation to the foregoing, we exclude and limit all other liability and responsibility for any amount or kind of loss or damage arising in connection with this Terms of Service (even if we have been advised of their possibility) on the following basis:
a.) EXCLUDED TYPES OF LOSS: UNDER NO CIRCUMSTANCES SHALL THIRST.IO, NOR ITS AFFILIATES, STAFF, AGENTS OR SUPPLIERS, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, OR SIMILAR ECONOMIC LOSS), WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF THIS TERMS OF SERVICE; AND
b.) LIABILITY CAP: OUR TOTAL LIABILITY FOR ANY OTHER LOSS OR DAMAGE RELATING TO THIS TERMS OF SERVICE SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID BY THE RELEVANT SUBSCRIBER IN RESPECT OF THIS TERMS OF SERVICE IN THE PREVIOUS MONTH.
13.6) Liability to us: The Subscriber shall be solely responsible for any Project Content published via or in connection with its thirst.io Account. The Subscriber shall be held liable for any reasonable costs and expenses incurred by thirst.io as a result of breach of this Terms of Service by you or anyone accessing your thirst.io Account with your permission.
13.7) Third-party rights: No person other than thirst.io and the Subscriber shall have any rights to enforce this Terms of Service. No third-party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third-party which exists, or is available, apart from that Act.
13.8) This Terms of Service including all terms referenced in it, describe the entire agreement between you, the Subscriber and us regarding the Software, and are in no way related to any other agreements you may have in place with BuildEmpire Ltd.
14. general legal matters
14.1) Entire agreement: This Terms of Service including all terms referenced in it, describe the entire agreement between you, the Subscriber and us regarding the Software, and supersede any prior understandings or agreements. The headings are for convenience only and shall not affect the construction or interpretation of this Terms of Service.
14.2) Changes to this Terms of Service: We reserve the right to change this Terms of Service from time to time. Changes to this Terms of Service will be notified to you and shall come into effect automatically for any subsequent Subscription renewal. Any renewal of your Subscription will be deemed to constitute acceptance by the Subscriber of all of the new terms. In addition, any terms agreed in writing by us as “Special Terms” in any Order Form shall override any conflicting terms in this Terms of Service to the extent of any conflict. This Terms of Service may not otherwise be changed without our written consent.
14.3) Transfer of rights and obligations: We shall be entitled to transfer our rights and/or obligations under this Terms of Service to another party at our sole discretion. The Subscriber may not transfer any of your rights or obligations under this Terms of Service without our written consent.
14.4) Waiver and severability: If either you or we ignore any breach of this Terms of Service, it shall not mean that any further breach cannot be enforced. Similarly, if any part of this Terms of Service is held to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of this Terms of Service will still be binding.
14.5) Resolving disputes: This Terms of Service shall be governed by and interpreted in accordance with the laws of England and Wales. If any party wants to take court proceedings in relation to the Software, it must do so in the courts of England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the Software.
14.6) Law and jurisdiction: This Terms of Service is governed by and construed under the laws of England and Wales. If any party wants to take court proceedings in relation to this Terms of Service, it must do so in the courts of England. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access the Software.