Please read carefully before accessing or using the Services from this web application.

1. This agreement (EULA) is a legal agreement between you and Truthsayers Ltd of 6 Fairview Close, Nailsworth, Gloucestershire, United Kingdom GL6 0AX in respect of:

· [certain products and services (including any underlying software, data, databases or any other proprietary intellectual property rights) made available via this web application and associated data and materials (Services)

· any online materials provided with the Services (Documentation)

2. Truthsayers Ltd permits your access and use of the Services and Documentation on the basis of the terms set out in this EULA. Truthsayers Ltd remains the owner of the Services and Documentation and any materials (including any Intellectual Property Rights) therein and nothing in this EULA transfers any title or rights in the same to you.

3. Access and use of the Services requires a device with a web browser (Google Chrome, Mozilla Firefox. Apple Safari, Microsoft Edge) and input device (keyboard, keypad or touch-sensitive screen.) The Services and/or Documentation may not be accessible or function properly if you do not have in place these requirements and maintain them throughout your use of the Services and/or Documentation. Truthsayers Ltd accepts no liability for any failure or degradation in the functionality due to your failure to comply with this clause.

4. By clicking on the "Accept EULA" button below and/or continuing to use the Services and/or Documentation you agree to the terms set out in this EULA and any other terms provided by your Supplier and these terms will bind you (and your employees, agents or sub-contractors as applicable). If you do not agree to the terms of this EULA, Truthsayers Ltd does not permit you to access the Services and/or Documentation and you must discontinue any use of the same (including preventing any of your employees, agents or sub-contractors (as applicable) from accessing the same)).

5. You should print a copy of this EULA for future reference.

6. Access Rights

a. You agree to comply with the terms of this EULA (and any other terms and conditions relating to you or your operations' use of the Services or Documentation set out in any Supplier terms).

b. You may:

i. access the Services and Documentation for your internal business purposes only or where you are an entity by the number of concurrent Authorised Users agreed between you and your Supplier and/or Truthsayers Ltd; and

ii. receive and use any free updates or upgrades to the Services and/or Documentation provided by your Supplier and/or Truthsayers Ltd from time to time provided that these will upon release be deemed to be the Services and/or Documentation.

c. Except as expressly set out in this EULA or as may be permitted by any local law, you shall not:

i. copy the Services and/or Documentation except where such copying is incidental to the normal use of the Services and/or Documentation or where it is necessary for the purpose of back-up or operational security;

ii. rent, lease, sub-license, loan, translate, merge, adapt or modify the Services or Documentation;

iii. make any alterations to, or modifications of, the whole or any part of the Services or Documentation, nor permit the Services or Documentation or any part of it to be combined with, or become incorporated in, any other programs or Services unless agreed in writing with Truthsayers Ltd;

iv. disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Services or Documentation nor attempt to do any such thing except to the extent that (by virtue of Section 296A of the Copyright Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Services or Documentation with another software program or online service and provided that the information obtained by you during such activities:

(a) is used only for the purpose of achieving inter-operability of the Services or Documentation with another software program or online service; and

(b) is not unnecessarily disclosed or communicated without your Supplier's or Truthsayers Ltd prior written consent in respect of that particular third party;

(c) is not used to create any software or service which is the same as or substantially similar to the Services, software contained within it or any of the Documentation;

d. You shall:

i. keep any passwords or user names provided to you or otherwise created by you secret and confidential and inform your Supplier and/or Truthsayers Ltd immediately in the event that you become aware of any security breach in respect of you or your entity in respect of the passwords, user names or otherwise in respect of the use or access to the Services or Documentation;

ii. (where you are responsible for the use of the Services and/or Documentation within your entity) supervise and control use and access to the Services and Documentation and ensure that the Services and Documentation are used by you or your employees, agents and representatives in accordance with the terms of this EULA and/or any of the terms you have agreed with your Supplier;

iii. not provide or otherwise make the Services or Documentation or any intellectual property rights or materials contained therein available in whole or in part in any form to any person other than for your own business purposes and for the benefit of your own employees (where you are agreeing to the terms of this EULA as a corporate entity) without prior written consent from Truthsayers Ltd; and

iv. comply at all times with any other terms agreed by you with your Supplier.

e. You shall not access, store, distribute or transmit any Viruses (being any thing or device (including any software, code, file or programme)) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses) and other similar things or devices or any material during the course of its use of the Products and/or Services that:

i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

ii. facilitates illegal activity;

iii. depicts sexually explicit images;

iv. promotes unlawful violence;

v. is discriminatory based on race, gender colour, religious belief, sexual orientation, disability; or

vi. is otherwise illegal or causes damage or injury to any person or property

and Truthsayers Ltd reserves the right, at any time without notice and without liability or prejudice to its other rights to you, to disable your (and your entity's) access to any material that breaches the provisions of this clause or suspend the provision of the Services until such material has been removed and/or erased and you once again comply with the provisions of this clause.

f. Intellectual property rights

i. You acknowledge that all intellectual property rights in the Services and/or Documentation (including the right to use, exploit and develop any anonymised data derived from the operation or use of the Services and/or Documentation by you) anywhere in the world belong to Truthsayers Ltd, that you are only permitted to access the same during the continuance of this EULA and that you have no rights in, or to, the Services of Documentation or anonymised data other than the right to use them in accordance with this EULA.

ii. You acknowledge and agree that you have no right to:

(a) access the Services or Documentation in source code format;

(b) any Anonymised Data meaning data derived from inputting your data or materials into the Services and/or into Truthsayers Ltd's IPRs (or part thereof) (defined below) and which cannot be used to identify any living individual;

(c) any Truthsayers Ltd's trade marks or logos; Truthsayers Ltd's products or services or other proprietary code or databases developed from time to time by Truthsayers Ltd including E-Cubed; WELL_HAPPY; C_SAT and CONDUCT_R and any such documentation or other materials associated with those products; any source or object code in the Neurotech platform or other Truthsayers Ltd products or services; and any other proprietary materials or intellectual property rights developed by Truthsayers Ltd prior to the date of you agreeing to this EULA and/or independently developed by Truthsayers Ltd all of which are the exclusive property of Truthsayers Ltd.

g. Liability

i. You agree and acknowledge that (unless otherwise agreed by Truthsayers Ltd in writing) the Services and Documentation have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described in the Documents meet your requirements.

ii. The Services and Documentation are supplied either by Truthsayers Ltd and/or your Supplier for your internal use only and you agree not to use or access the Services or Documents for any re-sale purposes.

iii. Truthsayers Ltd shall not be liable to you, whether in contract, tort (including negligence) breach of statutory duty or otherwise arising under or in connection with this EULA for:

(a) loss of profits, sales, business or revenue;

(b) business interruption;

(d) loss or corruption of data or information;

(e) loss of goodwill, business opportunity or reputation;

(f) any indirect or consequential loss or damage.

iv. Other than the losses set out in (f) (iii) above (for which Truthsayers Ltd shall have no liability) our maximum aggregate liability to your entity under or in connection with this EULA whether in contract, tort (including negligence) or otherwise shall in all circumstances be limited to a sum equal to 50% of the fees paid by your entity in respect of use of the Services for the last 12 month period prior to any claim. This maximum cap does not apply to the following clause (v).

v. Nothing in this EULA shall limit of exclude Truthsayers Ltd liability for death or personal injury resulting from its negligence; fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by English law.

vi. This EULA sets out the full extent of Truthsayers Ltd obligations and liabilities in respect of the supply of the Services and Documentation and its obligations hereunder. Except as expressly set out in this EULA there are no conditions, warranties, representations or other terms, express or implied that are binding on Truthsayers Ltd with regard to your use of the Services and Documentation. Any condition, warranty, representation or other term concerning the supply of the Services and Documentation which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

h. Termination

i. Truthsayers Ltd may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of the terms of this EULA (or any of the terms set out in your agreement with your Supplier) which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

ii. Truthsayers Ltd may terminate this EULA if

iii. Upon termination of this EULA for any reason:

(a) all rights granted to you under this EULA will cease save that you will still be entitled to use data obtained from using the Services up to the date of termination;

(b) you must immediately cease all activities authorised under this EULA (or under any separate arrangement with your Supplier) relating to the use and access of the Services and/or Documentation;

(c) (to the extent that you are responsible for making payments under this EULA or under a separate agreement with your Supplier) you must immediately pay to Truthsayers Ltd (or as applicable your Supplier) any sums due in respect of your use of the Services and/or Documentation;

You must stop accessing (and procure that any employees who have passwords and user names stop accessing ) the Services and Documentation and immediately destroy or return to Truthsayers Ltd (or your Supplier as applicable) all copies of the Services web pages or Documents then in your custody, possession or control.

i. Events outside of our control

i. Truthsayers Ltd shall not be liable or responsible for any failure to perform or delay in performance of any of our obligations under this EULA (or any other commitment under an arrangement you have with a Supplier) that is caused by an event outside our control defined as "any act or event beyond our reasonable control" including without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service or failure of a public or private telecommunications network.

ii. If an event outside our control takes place that affects the performance or Truthsayers Ltd obligations under this EULA:

(a) our obligations under this EULA(and any linked Supplier agreement where we are providing Services to you) will be suspended and the time for performance of our obligations will be extended for the duration of the event outside of our control;

(b) Truthsayers Ltd will use its reasonable endeavours to find a solution by which Truthsayers Ltd's obligations under this EULA (or a Supplier agreement) may be performed despite the event outside our control.

j. General

i. Truthsayers Ltd may transfer its rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

ii. This EULA and any document expressly referred to in it including any Supplier agreement committing our Services constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this EULA or any document expressly referred to in it.

iii. If Truthsayers Ltd fails to insist that you perform any of your obligations under this EULA, or if Truthsayers Ltd does not enforce our rights against you or if Truthsayers Ltd delays in doing so, that will not mean that Truthsayers Ltd has waived our rights against you and will not mean that you do not have to comply with your obligations.

iv. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable the remaining conditions will remain in full force and effect.

v. This EULA, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.