Terms of use

Thought Machine Enablement Portal

Thought Machine Group Limited, a company incorporated under the laws of England and Wales and having its principal place of business at 7 Herbrand Street, London WC1N 1EX (“Company”) provides limited access to the Enablement Portal website which contains information about Company products, services, support, training, enablement, the partner program, along with other Company content (“Enablement Portal”).  

  1. ACCEPTANCE AND TERM

In order to access the Enablement Portal you must be a) a current Partner of Company with an active, valid Partner Agreement between you and the Company (“Partner Agreement”) or b) a current Customer of Company with an active, valid subscription for the Vault product(s) under the terms of an agreement between you and the Company (“Customer Agreement”) (each, an “Agreement”) and references to “you” shall include each of Partner and Customer (as applicable). By accepting these Terms of Use, you represent and warrant that you have the authority to act on behalf of and bind your company to these Terms of Use. 

Please read these Terms of Use carefully before using the Enablement Portal. These Terms of Use form a legally binding agreement between you and Company. In order to access and/or use the Enablement Portal you must have first agreed to these Terms of Use, accordingly you may not access and/or use the Enablement Portal if you have not accepted these Terms of Use. 

Your right to access and/or use the Enablement Portal expires automatically when you no longer have a valid Agreement. Furthermore, Company may at any time, and without prior notice, limit or terminate your ability to use and/or access all (or part) of the Enablement Portal if: (i) in Company's reasonable opinion, you breach any provision of the Terms of Use or your Agreement; (ii) Company is required by law or regulation to limit or terminate your access and/or use; or (iii) your relationship with Company changes in a way that may affect the Enablement Portal. 

  1. CONFIDENTIALITY
  1. Confidential Information. For the purposes of these Terms of Use “Confidential Information” means all information related to the business of the Company that may be obtained by you from any source (including, without limitation, in written, oral, visual or electronic form) arising from or as a result of these Terms of Use including (but is not limited to) Company's software, products, cloud services, maintenance and/or support offerings, release notes, other services, training programmes and guides, technical documentation, and in each case other related documentation, inventions, trade secrets, know-how, methods, techniques, engineering concepts, product specifications, compilation of information, written descriptions, drawings, samples, demonstrations, customer lists, research and development efforts, computer media of all kinds, and technical, financial, marketing, sales, or development information, and any other information which would be considered to be confidential by a reasonable person based on the nature of the information and the circumstances in which it is communicated. Confidential Information does not include information that you can demonstrate: (i) is, or becomes, generally available to the public other than as a result of an act or omission by you or a third party in breach of a duty of confidentiality; (ii) you disclose to a third party without restriction on further disclosure; (iii) is rightfully disclosed to you by a third party without restriction on disclosure; (iv) is independently developed by you without access to the Company’s Confidential Information; or (v) is previously known to you without nondisclosure obligations.

  1. Nondisclosure. You agree that you will not disclose to any third party any Confidential Information without the Company's prior written consent.  You agree that it will not use the Confidential Information except as authorised pursuant to these Terms of Use.  You further agree that you will maintain the confidentiality of all Confidential Information and prevent the unauthorised disclosure or use of any Confidential Information (including but not limited to any disclosure by your clients, customers, employees, subcontractors or representatives).  In no event shall you use less care to maintain the Confidential Information than you use to maintain the confidentiality of its own similar non-public information.  You further agree to notify the Company in writing of any misuse or misappropriation of Confidential Information that may come to your attention.

c. Safeguards. You agree that you will within your own organisation put appropriate safeguards in place to securely ring-fence the Confidential Information against access by any personnel, sub-contractors or Company’s competitors. A list of Company’s competitors will be made available to you upon request.

  1. THIRD PARTY SITES AND CONTENT

The Enablement Portal may contain information, content and/or other documentation provided by third parties, along with links to third party websites (“Third Party Content”). Company does not represent or endorse the accuracy or reliability of any Third Party Content. Company is not responsible or liable for any Third Party Content in any way whatsoever, and, subject to the preceding terms of this clause 4, any conduct, article, data, code, text, software, documentation, graphics, image, marketing material, statement, message, or other posting to any forum, blog or other page on the Enablement Portal (whether privately provided or publicly submitted) is the sole responsibility of the person or entity providing the content.

  1. DATA PROTECTION

Any personal data collected on the Enablement Portal may be accessed and stored globally by Company and will be processed in accordance with the Company’s Privacy Notice.

  1. INDEMNITY

You shall indemnify and hold harmless Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, costs, losses, damages, or expenses (including reasonable legal fees and costs), that are due to or arising out of content that you submit to the Enablement Portal, your violation of these Terms of Use, and/or your violation or infringement of any third party rights.

  1. WARRANTY

Each party warrants that it has the right to enter into and to perform its obligations under these Terms of Use. Except as expressly set out in this agreement and subject only to the preceding sentence, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to anything supplied or provided by Company under these Terms of Use.

  1. LIABILITY

Under no circumstances shall either Party be liable (regardless of the basis of liability including without limitation as a result of breach of  contract, negligence or any other tort, under statute or otherwise) for: (i) loss of profits, loss of business, loss of earnings, loss of contracts, loss of goodwill, loss of anticipated savings (whether direct or indirect); (ii) wasted management, operation or other time; (iii) any indirect or consequential or incidental or special loss or damages; (iv) loss of use or value of or damage or alteration to data (v) any unauthorised access to the Enablement Portal or (vi) the use or inability to use and/or access the Enablement Portal and/or any information, content or other documentation contained therein. 

  1. MISCELLANEOUS

  1. Assignment. You may not assign, delegate or otherwise transfer these Terms of Use or any of its rights or obligations granted pursuant to these Terms of Use to a third party and any such attempted transfer shall be void.  
  2. Non-Exclusivity.  These Terms of Use are non-exclusive and each Party shall at all times remain free to decline to pursue a specific opportunity in its discretion and Company is not precluded or otherwise restricted from licensing, marketing, distributing and/or providing its products and/or services to third parties. Company is not required to disclose any particular information, content and/or other documentation to you. Any access and/or use of Company information, content and/or other documentation is not intended to be construed as (i) creating a commitment in respect of any Company product and/or services, including the development or functionality of any such product and/or service, or (ii) soliciting any business.
  3. Revision. Company may revise these Terms of Use at any time without notice to you. The revised Terms of Use will be effective when posted. your continued use of the Enablement Portal after changes to these Terms of Use have been published constitutes your binding acceptance of the updated Terms of Use. If at any time these Terms of Use are no longer acceptable to you, you should immediately cease all use of the Enablement Portal.
  4. Third Party Rights. A person who is not a Party to these Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Use but this does not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.
  5. Survival of Obligations. The following obligations will survive termination of the Agreement for any reason: (i) all obligations relating to non-use and nondisclosure of Confidential Information; (ii) all obligations relating to indemnification and protection of proprietary rights; (iii) all obligations to make payments of amounts that are or become due under this Agreement prior to termination; (iv) all provisions regarding the limitations of warranty, remedy and liability.
  6. Severability. If any provision of these Terms of Use is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this agreement or this agreement as a whole. If any provision of these Terms of Use is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable. No failure or delay by Company in exercising any right or remedy under these Terms of Use will operate or be deemed as a waiver of any such right or remedy.
  7. No Agency. The Parties hereto are independent contractors.  These Terms of Use do not create an agency, partnership, joint venture or any other form of legal association.  Neither Party shall have the right to bind the other to any agreement with a third party nor to represent itself as an agent, partner or joint venture of the other or to incur any obligation or liability on behalf of the other Party.
  8. Governing Law. This agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute or difference between the parties arising out of or in connection with this agreement, its interpretation or subject-matter, but the parties are also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce their Intellectual Property Rights and/or Confidential Information. The Parties agree that this clause shall apply to both contractual and non-contractual claims.
  9. Entire Agreement. These Terms of Use constitute the entire agreement between the Parties, and supersede all prior oral or written agreements or communications with regard to the Enablement Portal.  No additional or conflicting term in a purchase order or other document shall have any effect on these Terms of Use.

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