End User Licence Agreement (EULA)

1.1 The definitions and rules of interpretation set out below apply to this EULA.

1. 1. 1. Applicable Law: any laws or regulations, regulatory policies, guidelines or industry codes in force from time to time, which apply to this EULA or its subject matter.
      2. Authorised Users: those employees, agents, independent contractors and any Client Users of the Customer (where applicable) for whom the Customer has purchased the relevant User Subscriptions.
      3. Client Users: in respect of Customers who use the SaaS Services to manage products of a third-party client, the users of that client for whom the Customer has purchased a client user licence, as set out in the Customer’s Subscription.
      4. Customer Data: all text, information, data (including any personal data), and any other material, of the Customer or Client User, which is held on the Platform through the use of the SaaS Services by the Customer or Client User.
      5. Documentation: the user documentation and information in respect of the use of SaaS Services, made available by the Company from time to time relating to the SaaS Services.
      6. Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring rights, trademarks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      7. Platform: the platform on which the SaaS Services are hosted.
      8. Software Updates: any update or patch to the SaaS Services (or any part of them) which has been produced primarily to overcome any defect or error in the relevant software.
      9. Subscription: the Customer’s Subscription as outlined in the Platform.
      10. User Subscriptions: the user subscriptions purchased by the Customer from time to time which entitles Authorised Users to access and use the SaaS Services.
      11. Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affects the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Unless the context requires otherwise:

(a) the singular includes the plural and vice versa;

(b) headings shall not affect the interpretation of this EULA;

(c) any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the generality of the preceding words and shall be construed as if they were immediately followed by the words “without limitation”.

2.1. Where the Customer has been granted the right to access and use the SaaS Services, and subject to complying with the terms and conditions of this EULA, the Customer shall have a non-exclusive, non-transferable right to permit its Authorised Users to access and use the SaaS Services and the Documentation, for its own internal business operations only.

2.2 The rights granted under clause 2.1 are personal to the Customer and the Customer may not sub-license, transfer or assign its rights under clause

2.3 The Company shall be entitled to make any changes, modifications or additions to the SaaS Services, and may implement any Software Updates, from time to time in its sole discretion.

1. The Customer undertakes that:
   1. (a) the User Subscriptions shall only be used by the relevant named Authorised Users and shall not be used by any other person;
   2. (b) each Authorised User shall use a secure email address and/or keep a secure password for accessing the SaaS Services, which the Authorised User shall keep secure and confidential at all times; and
   3. (c) it shall maintain a written, up-to-date list of current Authorised Users and provide such list to the Company within five Business Days of its written request at any time, and shall notify the Company if it becomes aware of any unauthorised access to the SaaS Services.
2. The Customer shall and shall procure that its Authorised Users shall:
   1. (a) comply with all Applicable Law, and any instructions issued by a regulatory body, in its use of the SaaS Services;
   2. (b) use the SaaS Services and Documentation in accordance with this EULA, and shall be responsible for any Authorised User’s use of the SaaS Services or breach of this EULA;
   3. (c) obtain and shall maintain all necessary licences, consents and permissions which are necessary to enable it to comply with its obligations under this EULA and in respect of its use of the SaaS Services;
   4. (d) ensure that it has all necessary internet and network communications and that its computer equipment, systems, network and browser meet the relevant minimum technical specifications required in order to access and use the SaaS Services; and
   5. (e) use reasonable endeavours to prevent any unauthorised access to, or use of, the SaaS Services (including implementing and maintaining adequate security measures and policies in accordance with good industry practice) and, in the event of becoming aware of any such unauthorised access or use, shall immediately notify the Company and shall give the Company all assistance that it reasonably requires to prevent such unauthorised access.
3. The Customer shall not, and shall procure that its Authorised Users shall not:
   1. (a) use the SaaS Services in any way that breaches any Applicable Law;
   2. (b) use any of the SaaS Services to transmit, upload, disseminate or otherwise distribute any material that:
      1. (i) is unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, harassing, racially, religiously or ethnically offensive, or otherwise objectionable;
      2. (ii) infringes any Intellectual Property Rights, rights of privacy, personality or publicity or other third-party rights;
      3. (iii) contains unsolicited or unauthorised advertising or promotional content;
      4. (iv) facilitates or promotes illegal activity;
      5. (v) threatens the security and/or confidentiality of the SaaS Services; and/or
      6. (vi) causes damage to injury to any person or property;
   3. (c) store, distribute or transmit any Viruses (or attempt to do the same) during the course of its use of the SaaS Services, or attack the SaaS Services via a denial-of-service attack or a distributed denial-of-service attack;
   4. (d) attempt to access without authority, interfere with, damage or disrupt any part of the SaaS Services;
   5. (e) use any of the SaaS Services to commit any fraud or fraudulent activity;
   6. (f) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form, all or any part of the SaaS Services, or copy, modify, translate, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the SaaS Services and/or Documentation in any form or media or by any means (including by using any robot, spider or other automated device or manual process);
   7. (g) use or integrate any of the SaaS Services with any third-party software or hardware, except for third-party software approved by the Company and the integration for which has been provided by the Company or Partner;
   8. (h) access all or any part of the SaaS Services and/or Documentation in order to build a product or service which competes with any of the SaaS Services; or
   9. (i) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make any of the SaaS Services or Documentation available to any third party except the Authorised Users, or use any of the SaaS Services to provide services to third parties.
4. The Customer shall permit the Company or its designated representative, on giving reasonable notice, to audit the use of the SaaS Services by the Customer or Partner, and their Authorised Users, to establish whether such use is in compliance with this EULA.

4.1 The Customer Data is the property of the Customer and its licensors. The Customer hereby grants a royalty-free, worldwide licence to the Company to use any Intellectual Property subsisting in the Customer Data (Customer IP) as necessary to provide the SaaS Services to the Customer. The Customer warrants that it has all necessary rights in and to the Customer Data and Customer IP in order to grant the rights it purports to grant under this clause 4.1.

4.2 The Customer acknowledges and agrees that the Company owns all Intellectual Property Rights in and relating to the SaaS Services and Documentation, and any modifications and enhancements made thereto. Except as expressly granted under this EULA, the Customer shall not have the right to use, or acquire any other right, licence, title or interest in or to, any Intellectual Property Rights of the Company or its licensors.

4.3 The Customer may not remove or obscure any trademarks, or any copyright, trade mark or proprietary notices featured, displayed or provided with the SaaS Services.

5.1 The Company shall be entitled, without liability, to suspend access to and use of any of the SaaS Services:

(a) to the extent required in order to improve, update or alter, or replace, maintain or repair, any of the SaaS Services (including to rectify any malfunction, fault or damage);

(b) where required by any regulatory, governmental or other competent authority; or

(c) as a result of, to deal with, or to protect the SaaS Services against, any actual, suspected or threatened security breach, Virus, or attack on any of the SaaS Services.

6.1 Nothing in this EULA excludes the liability of either party for:

1. 1. (a) death or personal injury caused by its negligence;
   2. (b) fraud or fraudulent misrepresentation; or
   3. (c) any other liability that cannot be limited or excluded under Applicable Law.

6.2 The Customer contracts with the Company or a Partner for the provision of and access to the SaaS Services under a separate agreement. This EULA only governs the use of the SaaS Services by the Customer. The Company shall have no liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, under this EULA to the Customer.

6.3 Without prejudice to clause 6.2, the Company shall have no liability:

(a) for any damage caused by errors or omissions in any information or instructions provided by the Customer or any Authorised User in connection with the SaaS Services;

(b) for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the SaaS Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(c) for any impaired performance or non-performance of any of the SaaS Services arising from a failure to comply with any specifications or technical requirements relating to use of the SaaS Services notified by the Company from time to time; or

(d) for any fault, failure or unavailability of any of the SaaS Services caused by the Customer or any third-party software, or as a result of any failure, unavailability, speed or limitations of the Customer’s internet and network communications, computer equipment and/or web browser.

6.4 The Company gives no warranty or representation that the SaaS Services will meet the Customer’s requirements. The Customer shall be solely responsible for ensuring that the SaaS Services, and any use made, results obtained and conclusions drawn from the use of the SaaS Services, meet its requirements.

6.5 The Company gives no warranty or representation that use of the SaaS Services will be uninterrupted, available or error-free. The SaaS Services are provided “as is” and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this EULA, including the implied conditions, warranties and other terms as to satisfactory quality and fitness for purpose.

6.6 The Company shall not be liable whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any:

(a) loss of profits;

(b) loss of sales or business;

(c) loss or agreements or contracts;

(d) loss of anticipated savings;

(e) loss of opportunity;

(f) loss of goodwill;

(g) loss of use or corruption of software, data or information; or

(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses howsoever arising under this EULA.

7.1 Without affecting any other right or remedy available to it, the Company may terminate this EULA, and the Customer’s and any Authorised Users’ access to the SaaS Services with immediate effect, without liability, if the Customer commits a material breach of this EULA, which includes a breach of clause 3.2 or 3.3.

7.2 The Customer may request a copy of the Customer Data within a period of 30 days from the date of termination of this EULA or the Customer’s access to the SaaS Services, and in such event, the Company shall provide to the Customer a copy of the Customer Data held on the Platform, in such format as the Company determines, within 14 days of the date of such request. If the Customer has not requested the Customer Data within such 30-day period, the Company may delete such Customer Data, without liability.

8.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8.2 Severance. If any provision or part-provision of this EULA is found by any court to be invalid, unenforceable or illegal, it shall be deemed deleted but that shall not affect the validity and enforceability of the other provisions which shall remain in force.

8.3 Third-party rights. This EULA does not confer any rights on any person who is not a party to this EULA pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

• • The Company shall be entitled to make changes to the EULA from time to time by posting an update on the Company’s website at www.Thirst.io. The version of the EULA that shall apply shall be the version of the EULA in force at the relevant time.

• • This EULA and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA, their subject matter or formation (including non-contractual disputes or claims).