END USER LICENSE AGREEMENT

EULA – Outcomes Framework

This End User License Agreement (the “Agreement”) is a binding agreement between Thentia Global Systems, Inc. (“Thentia”) and the user (hereinafter, “Licensee”) downloading the Content (as defined below). 

THENTIA PROVIDES THE CONTENT SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THIS AGREEMENT. BY USING THE CONTENT, CLICKING “I AGREE” OR BY DOWNLOADING THE CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS SET FORTH BELOW AND INCORPORATED HEREIN; AND (C) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE. IF YOU DO NOT SO AGREE AND REPRESENT AND WARRANT, DO NOT USE THE WEB SERVICES AS THRU TUBING WILL NOT AND DOES NOT LICENSE THE RIGHT TO USE THE WEB SERVICES.

1. Definitions.

In addition to those terms otherwise defined herein, for purposes of this Agreement, the following terms have the following meanings: 

“Content” means the compilation of information found on Thentia’s website the access of which prompted Licensee to agree to the terms herein. 

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. 

“Third Party” means any Person other than Licensee or Thentia. 

2. License.

Subject to Licensee’s compliance with the terms and conditions of this Agreement, as well as an applicable agreement, purchase order or statement of work among Licensee and Thentia (if any), Thentia hereby grants Licensee a limited, non-exclusive, non-sublicenseable, nontransferable, revocable, license to access and use the Content solely for Licensee’s internal use (the “License”). Thentia reserves all other rights not expressly licensed hereunder. 

3. Restrictions.

Licensee shall not directly or indirectly: (a) allow Third Parties to use or access the Content without Thentia’s prior written consent; (b) copy, use or access the Content in any commercial application or service; (c) sell, rent, lease, lend, license or sublicense the Content to any Third Party; (d) decompile, disassemble or try to reverse 2 engineer the Content, in whole or in part; (e) write or develop or attempt to distribute any derivative of the Content; (f) use the Content in violation of any law, agreement, regulation or rule; (g) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Content; (h) use the Content for purposes of competitive analysis, the development of a competing product or service or any other purpose that is to Thentia’s commercial disadvantage or detriment; or (i) violate this Agreement.

4. Responsibility for Use of Content. 

Licensee is responsible and liable for all access and use of the Content by Licensee or its representatives, whether or not such access or use is permitted by Licensee or in violation of this Agreement. Licensee agrees to notify Thentia immediately of any actual or suspected unauthorized access to or use of Content or breach of this Agreement. Licensee agrees to contact Thentia directly in the event Licensee requires specific services related to the Content. Unless otherwise agreed to in writing, Thentia has no obligation to provide any update for or any level of service or support with respect to the Content. 

5. Disclaimer of Warranties; Limitation of Liability.

THE CONTENT IS PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY AND SHOULD NOT BE RELIED UPON FOR ANY LEGAL OR BUSINESS DECISIONS. THE CONTENT IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THENTIA, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, OWNERS, DIRECTORS AND REPRESENTATIVES (THE “RELEASED PARTIES”) DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CONTENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, THOSE RELATED TO ANY COURSE OF DEALING OR TRADE PRACTICE OR INTENDED RESULTS OR COMPATIBILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE, ARISING FROM OR RELATED TO USE OF OR INABILITY TO USE THE CONTENT. THE FOREGOING WILL APPLY REGARDLESS OF THE FORM OF THE ACTION (WHETHER CONTRACT, TORT, WARRANTY, OR OTHERWISE) AND WHETHER SUCH DAMAGES WERE FORESEEABLE. 

6. Intellectual Property. 

Licensee acknowledges and agrees that the Content is provided under license, and not sold, to Licensee. Thentia shall retain all right, title and interest in and to the Content and all aspects thereof, as well as all improvements in, modifications to, and/or derivative works thereof, together with all Intellectual Property Rights in any of the foregoing, whether or not developed, conceived and/or actually reduced to practice by Thentia solely or jointly with others (collectively, “Thentia IP”); except for the limited License granted herein, nothing herein shall be construed as a license, assignment or other transfer of any Thentia IP. To the extent Licensee acquires rights in 3 or to any Thentia IP, Licensee hereby agrees to and does hereby grant, assign and transfer the same to Thentia, without the requirement of additional consideration. 

7. Confidentiality. 

Licensee agrees to protect and safeguard the confidentiality of the Content and Thentia IP (“Confidential Information”) with at least the same degree of care as it would protect Licensee’s own confidential information, but in no event with no less than a reasonable degree of care. Licensee agrees not to use Confidential Information in any manner except to exercise the limited license hereunder. 

8. Equitable Relief. 

Licensee agrees and acknowledges that any actual or threatened breach of this Agreement by Licensee will cause injury to Thentia for which money damages may be an inadequate remedy and that, in addition to remedies at law, Thentia is entitled to equitable relief as a remedy for any such breach without the necessity of posting bond. 

9. Miscellaneous. 

This Agreement constitutes the entire understanding of the parties relating to the subject matter herein, and revokes and supersedes all prior agreements regarding the same. To the extent there is a conflict with the terms of this Agreement and any other agreement among the parties, the express terms of this Agreement shall govern unless expressly stated otherwise. This Agreement shall not be assignable or otherwise transferable by Licensee without the prior written consent of Thentia, and any assignment or transfer made in violation of this provision shall be void. Thentia may assign or transfer this Agreement without Licensee’s consent. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. If any provision of this Agreement is held to be or becomes invalid, illegal or unenforceable, such provision or provisions shall be reformed to be as nearly possible to the intent of the parties and the remainder of the Agreement shall not be affected and shall remain valid and enforceable to the greatest extent permitted by law. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors and assigns. The controlling language of the Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. The nonenforcement of any provision of this Agreement shall not be construed to constitute a waiver of any breach of this Agreement. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between the parties or as making either party an employee, agent or representative of the other.

BY CLICKING “I ACCEPT” (OR ANY OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT) AND BY DOWNLOADING OR ACCESSING THE CONTENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.