1 Use of the Service
1.1 Threads Software Limited (TSL) grants you a non-transferable, non-exclusive right for the term of this Agreement to use Threads and all modifications and/or enhancements to it via a web browser or other device owned or controlled by you for your internal business use.
1.2 Your rights to benefit from the Service does not permit you to: (i) copy, cut and paste, reproduce, modify, adapt, edit, sell or in any way commercially exploit any part of Threads; (ii) use Threads to provide outsourced services to third parties; or (iii) combine, merge or otherwise permit Threads (or any part of it) to become incorporated in any other program.
1.3 You agree that you shall keep confidential and not share with any third party your password or access details provided to facilitate access to the Threads.
1.4 You shall not introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to Threads or TSL’s systems or otherwise disrupt the provision of Threads.
1.5 Subscribers wishing to use the ‘HubSpot Integration’ acknowledge and agree that Threads will also sync information stored in Threads with HubSpot (for example when you send or receive an email).
2 Service and availability
2.1 TSL shall make Threads available to you 24 hours a day, 7 days a week, excluding: (i) scheduled maintenance which; (ii) emergency maintenance; or (iii) downtime caused in whole or part by events beyond a TSL’s reasonable control (which could not reasonably have been anticipated and avoided) including acts of God, acts of government, war, terrorism, riot, blockage or embargo, Internet service provider failures or delays, or denial of service attacks, explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions.
2.2 TSL will use reasonable endeavours to notify you in advance of scheduled maintenance.
2.3 Support services will be available to you through the helpdesk during the hours specified on the Threads website from time to time.
2.4 You acknowledge that TSL shall be entitled to modify the features and functionality of Threads as part of its ongoing development. TSL shall use reasonable endeavours to ensure that any such modification does not adversely affect your use of Threads.
3 Subscription Fee
3.1 You shall pay TSL the agreed subscription fee (Subscription Fee) for use of Threads.
3.2 TSL shall be entitled to increase the Subscription Fee at any time provided that TSL shall not be entitled to increase the Subscription Fee more than once every 3 months.
3.3 Subscription Fees shall remain payable during any period of suspension notwithstanding that you may not have access to the Service
4 Payment Terms
4.1 Your subscription to Threads shall renew automatically each month unless cancelled in accordance with clause 8.
4.2 Other than in respect of any free trial period, payment shall be debited in arrear.
4.3 If you are paying by debit or credit card, you will be charged once a month for monthly subscriptions. TSL will email you a receipt when your card has been charged. If your card cannot be charged, your access to Threads may be suspended in accordance with clause 5 and you will need to update your card information in order to resume use. There will be no refunds or credits for partial months of service.
4.4 All prices are exclusive of value added tax (if any) or any other locally applicable equivalent sales taxes (VAT), which is payable by you at the rate and in the manner from time to time prescribed by law.
4.5 If sums due under this Agreement are not paid in full by the due date TSL may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Barclays Bank plc from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5 Suspension of access
5.1 TSL may suspend access to Threads if (i) TSL suspects that there has been any misuse of Threads or breach of this Agreement; or (ii) you fail to pay any sums due to TSL by the due date for payment.
5.2 TSL will notify you as soon as possible after suspending the Service.
5.3 Where the reason for the suspension is suspected misuse of Threads or breach of this Agreement, without prejudice to its rights under clause 8, TSL will take steps to investigate the issue and may restore or permanently suspend access at its discretion. If TSL considers it appropriate to permanently suspend access it will notify you in writing and this Agreement will terminate immediately on service of such notice.
5.4 In relation to suspensions as a result of non-payment, access to the Service will be restored promptly after the Supplier receives payment in full and cleared funds.
6 Warranties and Limitation of Liability
6.1 Except as expressly stated in this Agreement, and subject to clause 6.7, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
6.2 TSL does not warrant or represent that Threads or any third party service (for example, AWS, HubSpot etc) will be free from errors and interruptions.
6.3 TSL will not be liable under this clause or be required to remedy any problem arising from or caused by your use of Threads in a manner other than as directed on the website.
6.4 You acknowledge and agrees that TSL is not and cannot be aware of (i) the extent of any potential loss resulting from any failure by TSL to discharge its obligations under this Agreement; (ii) Threads has not been designed to meet your individual requirements and can not be tested in every operating environment; and (iii) it is your responsibility to ensure the facilities and functions of Threads meet your requirements and will not cause any error or interruption in your own software or systems.
6.5 Subject to clause 6.7, TSL’s total liability shall not exceed an amount equal to the Subscription Fees paid to TSL in the 12–month period immediately preceding the first incident giving rise to the loss.
6.6 Subject to clause 6.7, TSL shall not be liable for consequential, indirect or special losses, loss of profit; loss of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.
6.7 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
6.7.1 death or personal injury caused by negligence;
6.7.2 fraud or fraudulent misrepresentation;
6.7.3 any other losses which cannot be excluded or limited by applicable law.
7 Intellectual Property Rights
7.1 For the purposes of this clause 7, “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing
7.2 All Intellectual Property Rights in and to Threads belong to and shall remain vested in TSL. To the extent that you acquire any Intellectual Property Rights in Threads, you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to TSL. You shall execute all such documents and do such things as TSL may consider necessary to give effect to this clause.
8 Term and termination
8.1 This Agreement will begin on the date upon which you sign up for Threads and shall continue until terminated by you or TSL. If you sign up for a free trial period and do not purchase a subscription before the end of the free trial period, this Agreement will automatically terminate at the end of the free trial period.
8.2 You may cancel your Threads account at any time by email to email@example.com. Threads will acknowledge receipt of your request to cancel. Notice via email by Threads will be sent to the email address you have provided to us.
8.3 TSL may immediately terminate this Agreement if it reasonably believes that you have breached this Agreement.
8.4 In the event that this Agreement is terminated by you or TSL, no refund will be granted for the then-current month.
8.5 Save as set out in this Agreement, the termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
9 Information Security
9.1 You acknowledge that TSL has no control over any data hosted as part of the provision of Threads and does not actively monitor the content of the data.
9.2 TSL shall be responsible for taking reasonable and prudent measures to safeguard the security of your data in its possession, including maintaining appropriate firewalls, encryption and anti-virus protection. TSL shall notify you as soon as possible upon discovery of any data security incident impacting your data.
9.3 TSL shall not be responsible for any loss or damage to your data to the extent that such loss or damage was caused by you or a third party (other than a subcontractor or representative of TSL).
9.4 Unless otherwise agreed in writing, on the termination or expiry of this Agreement, TSL shall return or destroy all your data and any data synced with your HubSpot account (if applicable) shall be removed from your HubSpot account.
10 Data protection
10.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of the Data Protection Act 2018 (2018 Act) and the General Data Protection Regulation (GDPR) to the extent it applies to each of them.
10.2 For the purpose of this clause ‘data controller’, ‘data processor’, ‘data subject’, ‘Information Commissioner’, ‘personal data’ and ‘processing’ shall have the meanings given to them in the 2018 Act.
10.3 The parties agree that you are the data controller in respect of any personal data that TSL processes in the course of providing services for you (other than business contact data processed by TSL to allow it to manage your account).
10.4 Accordingly, TSL agrees that it shall:
10.4.1 only carry out processing of your personal data on your instructions from time to time, such instructions at the date of this Agreement are to process the personal data in order to provide Threads;
10.4.2 implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow you to comply with the seventh data protection principle;
10.4.3 make available to you a list of any subcontractors engaged in the processing of the your personal data and include in any contract with any subcontractors who shall process personal data directly or indirectly on your behalf, provisions which are equivalent to those in this clause 10.4;
10.4.4 as soon as reasonably practicable refer to you any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority, for you to resolve.
10.5 You acknowledge and agrees that TSL may be required to transfer data personal data which it processes on your behalf to countries outside the European Economic Area. TSL shall ensure that any such transfer will be undertaken in accordance with the 2018 Act.
10.6 You consent to TSL’s use of subcontractors in accordance with clause 10.4.3. TSL shall notify you in the event of a change in the list of subcontractors and, in the event that you do not agree to a proposed change, either party shall be entitled to terminate this Agreement immediately on the service of notice in writing.
11.1 Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under this Agreement and that it shall not disclose the other party’s confidential information including all know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this clause 11.
11.2 Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s confidential information in order to perform the disclosing party’s rights and obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with this clause 11 as if it were a party.
11.3 Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
12 Third party rights
Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
13 Governing law & Jurisdiction
This Agreement 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, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).