These Terms and Conditions (“Agreement”) govern your use of the services provided by Thea Intelligence Ltd, a company registered in England and Wales under company registration number 06815188 and registered at 14 Westdene Crescent, Reading, RG4 7HD, UK (“Thea Intelligence”, “we”, “us”, or “our”). By accessing or using our services, you agree to comply with this Agreement.
Introduction
Thea Intelligence is a cyber threat intelligence company providing data, analysis, and reports on potential cyber threats (“Services”). This Agreement governs your use of the Services, and any content, features, or functionality offered by us.
No Warranty and Disclaimer
Thea Intelligence provides the Services on an “as is” and “as available” basis without any warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, or free from errors, viruses, or other harmful components.
Liability
To the maximum extent permitted by applicable law, Thea Intelligence, its directors, employees, agents, affiliates, and licensors will not be liable for any damages or losses arising out of or in connection with your use or inability to use the Services, including but not limited to: (i) direct, indirect, incidental, special, consequential, or punitive damages; (ii) loss of profits, revenue, data, business, or reputation; or (iii) any reliance on the information provided in our reports or any delays, inaccuracies, or errors in the information.
You acknowledge that cyber threat intelligence is inherently uncertain and dynamic, and that we cannot guarantee the accuracy or completeness of the information provided.
Indemnity
You agree to indemnify, defend, and hold harmless Thea Intelligence, its directors, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your use of the Services, your breach of this Agreement, or your violation of any applicable laws or regulations.
Thea Intelligence shall at its cost and expense: (i) defend and/or settle any claim brought against you by an unaffiliated third party alleging the Services infringe or violate a third party’s Intellectual Property Rights (excluding moral rights) and (ii) pay any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim; provided, that you: (i) give Thea Intelligence prompt written notice of such claim; (ii) permit Thea Intelligence to solely control and direct the defence or settlement of such claim (however, Thea Intelligence will not settle any claim in a manner that requires you to admit liability without your prior written consent, not to be unreasonably withheld or delayed); and (ii) if requested, provides Thea Intelligence all reasonable assistance in connection with the defence or settlement of such claim, at Thea Intelligence’s cost and expense. You may, at your own expense, participate in the defence of any claim.
Intellectual Property
Thea Intelligence shall own all content provided through the Services and in any documents, material, data, or other information provided or created in the provision of the Services. This content shall including but not limited to: patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
You may not reproduce, distribute, modify, or create derivative works from our content without prior written consent from Thea Intelligence, and you shall keep all such materials confidential, in accordance with the terms of this Agreement, and shall not make them available to any third party.
Thea Intelligence hereby licenses all such rights to you free of charge and on a non-exclusive and non-transferable basis to such extent as is necessary to enable you to make reasonable use of the Services in accordance with the Agreement. This licence will automatically terminate upon termination for any reason of the Services or this Agreement.
Acceptable Use
Unless otherwise expressly permitted in this Agreement, you shall not: (i) copy any portion of the Services; (ii) alter, publicly display, translate, modify, adapt, or create any derivative works from the Services; (iii) rent, lease, loan, resell, transfer, sublicense, distribute, or otherwise provide access to the Services to any third party in violation of this Agreement; (iv) disassemble, decompile, or reverse-engineer any part of the Services, or attempt to gain access to any source code, algorithms, methods, or techniques embodied in the Services, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (v) access or use any disabled functionality in Services; (vi) conduct any penetration testing or vulnerability assessments on any part of the Services; (vii) attempt to disable or circumvent any technological mechanisms intended to prevent, limit, or control use, copying of, or access to, any part of the Services or any disabled functionality; (viii) remove or alter any notice of proprietary right appearing on the Services; (ix) separately use any of the applicable features and functionalities of the Services with external applications or code not furnished by Thea Intelligence except as otherwise specifically permitted by Thea Intelligence in writing; (x) use the Services for any illegal, harmful, or fraudulent purposes; or (xi) encourage or assist any third party to do any of the foregoing.
You shall notify Thea Intelligence immediately if you learn of any unauthorised access or use of its user accounts or passwords for the Services.
You agree to use the Services in accordance with laws, rules, and regulations directly applicable to you and acknowledges that you are solely responsible for determining whether a particular use of the Services is compliant with such laws.
Confidentiality
Each party may be given access to “Confidential Information” from the other party in order to perform its obligations under this Agreement, which shall include all technology and business information of either party, including (but not limited to): processes, methodologies, data, knowledge, know-how, computer software, source code, object code and documentation; information relating to such party’s planned or existing computer systems and systems architecture, methods of processing and operational methods; client lists, sales, profits, organisational restructuring, new business initiatives, business strategies and financial information; confidential information of third parties with which a party conducts business; and other information which is marked “Confidential” and/or “Proprietary” by the disclosing party and any information which the recipient party has been informed is confidential or which it might reasonably expect the other party would regard as confidential.
A party’s Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; and/or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
Each party shall hold the other’s Confidential Information in confidence and shall not use the other’s Confidential Information for any purpose other than the implementation of this Agreement, or make the other’s Confidential Information available to any third party, without the disclosing party’s written consent, except as required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, gives the other party as much notice of such disclosure as reasonably possible.
Termination
We reserve the right to terminate or suspend your access to our Services by providing you at least 30 days’ notice in advance, without liability, for any reason, including but not limited to your breach of this Agreement. Non-payment by you shall be considered a material breach of this Agreement, and if such breach is not cured by you within ten (10) days after your receipt of written notice of such breach, Thea Intelligence may terminate the Services.
Termination of the Services or a license granted hereunder shall not relieve you of your obligation to pay all fees that have accrued, have been paid, or have become payable by you.
Upon any expiration or termination of the Services, the associated rights and licenses granted to you will automatically terminate, and you agree to immediately cease using the Services and return or destroy all copies of any of Thea Intelligence’s Confidential Information in your possession or control.
Changes to Terms
We reserve the right to modify the terms of this Agreement from time to time for business purposes and to comply with changes in applicable law. In the event of any substantive or material changes, Thea Intelligence shall communicate these changes to you by posting the updated Agreement on Thea Intelligence’s website, by email, or by other methods. Your continued use of the Services after the changes have been posted will constitute your acceptance of the modified terms and be bound by the updated Agreement.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with this Agreement or the Services will be subject to the exclusive jurisdiction of the courts of England and Wales.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except: (i) to an Affiliate in connection with a corporate reorganisation; (ii) in connection with a merger, acquisition; or (iii) in connection with a sale of all or substantially all of your business and/or assets.
Entire Agreement
This Agreement forms the entire agreement between Thea Intelligence and you regarding the subject matter herein and supersedes and replaces any previous or contemporaneous communications, representations, or agreements (including any confidentiality or non-disclosure agreements between Thea Intelligence and you, even if directly executed). By accepting this Agreement, you, on behalf of yourself, your Affiliates, and other related persons, expressly waives and releases Thea Intelligence from any and all legal and equitable claims, demands, actions, and other obligations arising out of or relating to any prior agreements entered into between Thea Intelligence and you or your Affiliates dated or effective before this Agreement.
Contact Information If you have any questions about this Agreement, you may contact us at info@theaintelligence.com
By using the Services, you acknowledge that you have read, understood, and agree to the terms of this Agreement.
