By using the Service, You agree to be bound by these Terms. Within the Terms, the following words and phrases shall have these particular meanings:
- "We", "Us" or "Our" means Thymometrics Limited, a company incorporated in England and Wales whose registered number is 08065970.
- "You" or "Your" means you, the person reading these Terms.
- "Employer" means the organisation purchasing licences to use the Service from Us or Our agents.
- "User" means any individual who is assigned a purchased licence to use the Service by Employer and who accesses the Service or is permitted to access any part of the Service by Employer.
- "Contribution" means any data provided by a User and captured by the Service, whether as textual comments or numbers derived from the position and settings of on-screen controls displayed as part of the Service.
- "Account" means a record kept by Us of Your acceptance of these Terms in association with the Service thereby entitling You to use those parts of the Service deemed available to You by Employer until Employer’s licence to operate and administer the Service expires or until the date You cease to be employed by Employer, whichever occurs first.
- "Intellectual Property Rights" means patents, copyright, moral rights, trademarks, service marks, goodwill, trade secret rights and other intellectual property rights and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- "GDPR" means the European Union’s "General Data Protection Regulation", in force from 25th May 2018.
- “Data Contract”, “Data Controller” and “Data Processor” shall have the same meaning as defined by GDPR.
- “Personal Data” shall have the same meaning as defined in any Data Contract between Us and Employer under GDPR.
Our Guarantees to You
We hereby agree, unless legally obliged to the contrary, not to
- Sell or give Your name or email address or any other personal information You may provide Us with to any third party, including Employer;
- Identify You as the author of any Contribution;
- Knowingly make the content of Your Contributions in which Your identity is hidden available to any other person in a format that makes it possible to deduce Your identity.
We will process Your personal data provided to Us by Employer in accordance with the UK’s Data Protection Act 2018 and with GDPR, under which We act as a Data Processor, on behalf of Employer acting as Data Controller.
Obligations of Users
You hereby agree
- To provide Us with Your real name and a valid, working email address in order to open an Account with Us;
- To permit Us to send occasional Service-related information including reminders to use the Service, and to forward messages on behalf of Employer to the email address You supply;
- To permit Us to allow Employer to have visibility of your Contributions in a format and manner which does not permit Employer to identify You as the author of such Contributions;
- To keep Your password secure, and to change it if You believe it may have been compromised;
- To notify Us immediately of any breach of security with respect to Your account;
- To notify Us or Employer promptly if You experience problems with the Service;
- That any Personal Data contained in your Contributions, or provided to Us by Employer shall be processed by Us in Western Europe in accordance with the Data Contract in force between Us and Employer.
You hereby agree not to
- Use or attempt to use any part of the Service to which You have not been given access by Employer, or if You cease to be an employee of Employer (unless Employer specifically requests You to use the Service after You cease to be an employee);
- Submit any profane, offensive, libellous or discriminatory language via the Service;
- Use the Service in a manner which contravenes any of Employer’s rules, or any contract You may have with Employer;
- Use the Service for the purposes of political campaigning, religious proselytisation, commercial solicitation, or the organisation of any activity or event of an illegal nature;
- Use the Service to air non-work-related grievances against another User;
- Use another User’s credentials to log in to the System;
- Impersonate another person, including the use of another person’s passwords;
- Attempt to mislead any person as to Your identity, including by the submission of comments which refer to You in the third person;
- Misrepresent your relationship with a person or entity;
- Attempt to reverse engineer, disassemble or otherwise investigate the internal workings of the Service;
- Not to copy, adapt, modify or translate the Service documentation without Our prior written consent;
- Use or launch any automated system such as robots or spiders to access the Service or collect or harvest any personal information, including account names, from the Service;
- Compromise or attempt to compromise the security and integrity of the Service and the privacy of the data held by the Service, or take any action that imposes an unreasonable load on the Service;
- Provide to the Service any inaccurate or invalid data, or misrepresent your own opinions and true levels of satisfaction and priority;
- Submit multiple textual Contributions with similar content in order to give the appearance that such Contributions have been made by different Users or in order to magnify the importance of points expressed by such content.
We may at Our sole discretion suspend or terminate Your access to the Service or any part thereof without notice or liability if, in Our belief, You violate any of these obligations. We will terminate Your account and access should You cease to be an employee of Employer, you withdraw your consent or Employer terminates its use of the Service, whichever comes first.
Initial Use of Service
Before You use the Service for the first time, you must join by supplying to the Service a unique one-time use joining code which will be given to You by Us or by Employer, and by agreeing to these Terms; this creates Your Account with Us and gives You access to the Service. Employer determines from time to time which parts of the Service You will be able to access.
Use of Service on Behalf of Employer
Should You at any time obtain or be given access, either directly or indirectly, to any of the anonymous comments or any other data submitted by Users or analyses thereof, or given access by Employer to any of the analysis, communications or administrative functionality of the Service, You further hereby agree
- That comments and data submitted by Users are their individual personal opinions, and therefore enjoy the protection of local Laws relating to freedom of speech, including where applicable the First Amendment of the Constitution of the United States of America;
- Not to use any information shown to You by the Service except for the purposes of carrying out your job as defined by Employer;
- To respect and maintain indefinitely the privacy and confidentiality of any information provided by a User that chooses to identify himself or herself to You, unless otherwise requested by User, unless Laws under any applicable jurisdiction would be broken by so doing;
- Not to use the knowledge of a User’s identity, nor to identify or attempt to identify any User, nor to seek to persuade any User to self-identify, for the purpose of or with the intention of discriminating against, taking any disciplinary action against, terminating employment of, selecting for redundancy, selecting for non-renewal of contract or acting in any other way to disadvantage User because of the content of User’s Contributions to the Service made in the capacity of a private individual acting to represent User’s personal views. Notwithstanding the foregoing, You may, but only at Employer’s request, attempt to identify Users who breach Employer’s terms and conditions of employment and to take action according to Employer’s own internal policies and procedures from time to time in force provided such breach occurs as the result of the User’s Contributions to the Service in which User is acting in a professional capacity to represent the Employer;
- Not to order, coerce, or otherwise require or cause any User to act contrary to the terms of the End User Licence Agreement that they have with the Licensor;
- That Your sole remedy in the event of an Contribution by another User being deemed unacceptable by the Employer is to refer the Contribution to Us for resolution of the matter, and You agree that You will take no further action against User, notwithstanding instructions to You by Employer to the contrary or the contravention by User of any of Employer’s own rules, unless an offence has been committed under any Laws under any applicable jurisdiction.
Intellectual Property Rights in the content of Your Contributions belong to You. Nevertheless, by making a Contribution, You irrevocably agree that providing We preserve Our guarantees to You concerning Your anonymity listed heretofore We may without time limit and at Our sole discretion store, manipulate, copy, aggregate and perform other data and text processing and analysis functions on the contents of Your Contributions, and furthermore present certain results to Employer’s choice of other Users and third parties, and in the case of aggregated results and for purposes of comparison, to other Employers. Notwithstanding the foregoing, You may request Us to remove any personal information in Your Contributions in compliance with GDPR by contacting [email protected]
Except for Your Contributions, the Service and its materials and all Intellectual Property Rights related thereto, are Our exclusive property and nothing in this Agreement shall be deemed to create a licence in or under any such Intellectual Property Rights, and You agree not to sell, license or modify any such content. However We agree that You may distribute, copy, or create derivative works (including but not limited to presentations, documents and emails) which include information and graphics produced by the Service but only as part of Your job as defined by and only during your employment with Employer, and only if Our copyright notices are included in said derivative works.
If You submit comments or ideas about the Service to Us, You agree that these become Our property and that We may make free use of them in any way We see fit. You acknowledge that, by acceptance of Your submission, We do not waive any rights to use similar or related ideas previously known to or developed by Us, Our employees, agents or otherwise.
Privacy and Confidentiality
Our reputation depends on maintaining Your privacy and the confidentiality of Your identity. Our Privacy and Confidentiality Policy can be viewed at https://thymometrics.com. By using the Service, You consent to Your personal data being transferred to and processed in Western Europe as prescribed by GDPR. We use commercially reasonable technical and organisational measures designed to secure Your personal information and Your Contributions from accidental loss and unauthorised access, use or disclosure. However, We cannot guarantee that unauthorised third parties will never be able to defeat those measures. All Contributions are made at Your own risk. We use the services of world-class cloud computing providers, who are chosen for their ability to maintain and high-performance high-availability facility. Whilst We aim to provide an uninterrupted Service to You, We reserve the right to withdraw access to parts or all of the Service on a temporary basis without compensation to You should We consider at our sole discretion that circumstances require this measure.
Third-Party Websites, Advertisers and Service Providers
Our website, through which access to the Service may be obtained by valid Users, may contain links to third-party websites, advertisers, or other service providers that are not owned or controlled by Us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or Service.
We may send carefully redacted versions of Your Contributions securely and anonymously to Third-Party websites for additional processing and analysis, but only under the terms of the GDPR Data Contract agreed between Us and Employer.
Additional Representations and Warranties
You agree to indemnify Us and Our employees, agents and affiliated companies from and against any claims, losses, liabilities and expenses arising from:
- Your misuse of the Service;
- Your violation of any part of the Terms;
- Your violation of any third-party rights;
- Your violation of any law, rule or regulation of any country or region;
- Your violation of any of Employer’s rules
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS AND USE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THYMOMETRICS LIMITED, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THYMOMETRICS LIMITED, ITS DIRECTORS, EMPLOYEES OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR GOODWILL THAT RESULT FROM ANY PERSON’S USE OF, OR INABILITY TO USE, THE SERVICE.. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THYMOMETRICS LIMITED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS OR INACCURACIES OF CONTENT; (II) ANY UNAUTHORISED ACCESS TO OUR SECURE SERVERS; (III) ANY INTERRUPTION OR CESSATION OF THE SERVICE; (IV) ANY BUGS, VIRUSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY A THIRD PARTY; (V) USER COMMUNICATIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. WITH THE EXCEPTION OF ANY BREACH OF CONFIDENTIALITY OR BREACH OF LAW, IN NO EVENT SHALL THYMOMETRICS LIMITED, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT EMPLOYER PAID TO THYMOMETRICS LIMITED IN THE PRIOR 12 MONTHS HEREUNDER REDUCED PRO RATA FOR ANY PART OF THAT PERIOD DURING WHICH SERVICE HAD BEEN PROVIDED. IN NO EVENT SHALL USER BE LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT EMPLOYER PAID TO THYMOMETRICS LIMITED IN THE PRIOR 12 MONTHS HEREUNDER REDUCED PRO RATA FOR ANY PART OF THAT PERIOD DURING WHICH SERVICE HAD BEEN PROVIDED. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER BASIS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
This Agreement, and any rights and licences granted hereunder, may not be transferred or assigned by You, but may be assigned by Us.
- This Agreement is governed by the Law of England and Wales and is subject to the exclusive jurisdiction of the Courts of England and Wales.
- We may provide notifications, including notification of a change to these Terms, and whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or by making them accessible on our website.
- The paragraph headings in these Terms are purely to aid understanding and legibility, and do not themselves form part of the Terms.
- This Agreement, together with any other legal notices and agreements published by Us, shall constitute the entire agreement between You and Us. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
- We may amend these Terms at any time by giving You 14 days’ notice by a method set out herein.
- Please contact [email protected] with any questions regarding this Agreement quoting version EULA-0004
Dated 22nd September 2018.