Enterprise – EULA, Customer and Partner Info

EULA

Please read these terms and conditions (“Terms“) carefully before signing up to the system/s and using the system (as defined below) by accessing or using the system You (“End User” or “you” or “your“) are accepting and agreeing to be bound by all the terms set forth herein, including those additional terms and conditions and policies referred to here and/or available by hyperlink. These terms are between you and Thrivedx SaaS Ltd. and\or any affiliates thereof (collectively, “Company“) only. By using the Company’s products (“Products”) and system (collectively, the “System“), You acknowledge that you have reviewed and agreed to Company’s privacy policy available on https://thrivedx.com/privacy-policy, as updated from time to time. These terms form a legally binding contract between You and Company in relation to Your use of the System, and may be updated by Company at any time at its sole discretion. If You do not agree to these terms and/or the terms of the privacy policy, do not proceed.

1. General. Company has developed a comprehensive computer based cybersecurity training. You have purchased or have enrolled to through Company’s partner (“Partner“), a limited right to access and use the System subject to the Terms and Conditions, and now require access to the System provided to You on either Company’s proprietary software as a System basis (SaaS) platform or third party Learning Management System (LMS). Use of the System by for any commercial purposes other than for Your own personal use, is strictly prohibited. As the System is being continually evaluated and refreshed for your benefit, Company is not responsible for any information linked to from the System and/or which appears on websites or any other medium reachable through the System and/or for any information, you relay to third parties linked to or which appear on the System.
2. Account. In order to access and use the System, You will be required to open an account and subscribe with Company under a personal account designated to You; You must complete the subscription process by providing current, complete and accurate information as prompted by the applicable subscription form. You also will be also required to choose a password and a username. You are entirely responsible for maintaining the confidentiality of Your password and account. You are entirely responsible for any and all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account/s or any other breach of security. Company will not be liable for any loss that You may incur as a result of someone else using your password or account, either with or without your knowledge. You may not use anyone else’s account at any time. You may not share or transfer your subscription. You agree not to provide your username and/or password information to any other party, without Company’s express written permission. You must keep your account information updated and accurate at all times, including a valid email and address. You may not transfer or sell your account and user information on the System to any other party. Company does not allow multiple users (networked or otherwise) to access the System through a single account and may cancel or suspend Your access to the System at any time upon breach of any of these Terms without further obligation to You. Company reserves the right, in Company’s sole discretion, to cancel unconfirmed or inactive accounts, or such accounts that their relevant subscription period with the applicable Partner has expired.
3. Grant of Rights. Subject to the terms and conditions herein, including but not limited to the receipt by Company of the Fees due (as defined below), Company hereby grants to You, and End User accepts, during the applicable subscription period, a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable, right to access the System under the applicable terms and conditions.
4. Disclaimer. The system is provided to you on a “AS IS” basis, and Company disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose and any warranty of noninfringement of third parties’ rights or that it will be provided error free, without interruption or that the System will meet your requirements or expectations. Company specifically disclaims any and all warranties and representations with respect to accuracy. No third party, Partner, distributor, reseller, agent, or employee is authorized to make any modifications, extensions, or additions to this warranty. Under no circumstances will Company, its directors, officers, consultants, employees, shareholders or any other party on its behalf be liable for any damage, loss or expense (including physical injuries) which may be caused to You any one acting on Your behalf or to any third party in connection with the use of or reliance on the System, as the case may be, including without limitation any damage, expense or loss caused as a result of your use of the System. Under no circumstances whatsoever will company be liable in any way for any damage or liability arising from (i) any content (whether provided by Company or by You), including, without limitation, for any errors or omissions in any content, or for any infringement of third party’s right, loss or damage of any kind incurred as a result of the use of the content and/or the System; (ii) System defects resulting from the use of third party products or software; or (iii) the unauthorized use of the system or use of the system in a manner inconsistent with these Terms or applicable terms and conditions.
5. Support Systems. When and if needed, You are expected to contact support through proper channels according to the guidelines of the specific Product you are using, and Company shall respond under the applicable SLA.
6. The fees and payment terms for access to the System shall be determined in accordance with Your agreement, purchase order or invoice (respectively, the “Fees”). Any failure to make payment of the Fees to Company, or breach of the payment terms shall entitle Company to immediately terminate or suspend Your access to the System (either temporarily or indefinitely).
7. Limitations. Other than the rights explicitly granted in these Terms, You shall have no other rights, express or implied, in or to the System. Without limiting the generality of the foregoing, You agree and undertake not to, and to not permit any third party to; (i) sell, lease or distribute the System, or any part thereof, or otherwise transfer any right to the System; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the System’s source code and or any third party software provided by Company; (iii) modify, revise, enhance, or alter the System; (iv) copy or allow copies of the System to be made; (v) place the System onto a server accessible for use by any third party; (vi) use the System on any device that You do not own or control, and You may not distribute or make the System available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation; (vii) represent that You possess any proprietary interest in the System; (viii) use the System in any illegal manner or for unlawful purposes; or (ix) incorporate into the system any malicious code.
8. Consent to Use of Content. The System enables You to add, create or use certain content which You provide or which is generated through your use of the System, including but not limited to information, photos, documents, comments, feedback, and reports (the “Content“). You are solely responsible for such content. Company may but is not required to back up any Content and is not responsible for any Content uploaded or otherwise made available by You. Company may also collect data related or generated from your use of the System for usage patterns analysis and statistics. Company may use or share this information, as long as it is in a form that does not personally identify You, to improve its products or to provide Systems or technologies to You.
9. Indemnity and Release. You shall indemnify, defend, and hold harmless Company, and its directors, officers, consultants and employees from and against all finally awarded costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, due to any third-party claim; (i) arising from Your use of the System; or (ii) alleging that your Content infringes any right or interest of such third party. Without derogating the below, upon any dispute You have with one or more third parties (including but not limited an Partner), you release Company (and its affiliates and subsidiaries, and Company’s and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
10. Ownership. Any and all intellectual property rights, including but not limited to materials, computer software (in object code and source code form), data or information employed by Company pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by Company in connection with the System, including without limitation all patent, copyright, trademarks, content, trade secret and any other proprietary rights, are and shall remain the sole and exclusive property of Company and/or licensed by Company. These Terms and any applicable terms and conditionsdo not convey to You an interest in or to the System, but only a limited right of use in accordance with the terms herein. Nothing in these Terms or any applicable terms and conditionsconstitutes a waiver of Company’s intellectual property rights under any law. In addition, without derogating from the foregoing, Company shall solely own any and all media, text, images, games, music, sounds, graphics, video, or other materials and content of any kind that is made available to You by the System. For avoidance of doubt, Any comments, recommendations, observations, or other feedback (collectively, “Feedback”) by You on Company’s System or other property will belong solely to Company and Company will be free to use, disclose, incorporate to its products and services, reproduce, license or otherwise distribute and exploit the Feedback as it sees fit, without obligation to pay royalties or other consideration therefor and without restriction of any kind on account of intellectual property rights or otherwise.
11. Limitation of Liability. in no event shall Company’s liability, under, arising out of or relating to these Terms and the applicable terms and conditions, or the system (even if Company has been informed of the possibility of such damages); or for any claim by any other party, exceed the amounts actually paid by You or the Partner, as applicable, to Company during the three (3) months preceding the date of the occurrence which gave rise to the claim. In no event will company be liable for lost profits, loss of use, loss of content or data, cost of procurement of substitute goods or systems, or any other special, incidental, indirect, or consequential damages, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not Company has been advised of the possibility of such damages.
12. Term and Termination. Subject to these Terms, the applicable terms and conditions and the receipt by Company of the Fees, Company shall provide You with access to the System for a limited period continuing for the term specified therein. Without prejudice to any other rights, these Terms, and the applicable and conditions, your right to use the System automatically terminates if You fail to comply with any provision of these Terms and/or the applicable terms and conditions or if Your Agreement is terminated or expires, for any reason.
13. General. You may not assign these Terms without Company’s prior written approval. Company shall be entitled to assign these Terms at its sole discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. These Terms shall be governed by and construed solely in accordance with the laws of Israel (without reference to its conflict of law principles) and the competent courts in Tel Aviv, Israel shall have the exclusive jurisdiction over any dispute arising from these Terms. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Sections 4, 5, 6, 8, 9, 10, 11, 12, and 13 shall survive termination of these Terms and the applicable terms and conditions. .