This End-User License Agreement ("EULA") is a legal agreement between Thumba ("Licensor") and user of the Software ("End User" or "Customer" or "Licensee") who has agreed to avail such services, on the terms and conditions as set forth in this EULA. The Licensor and the End User together shall be referred to as the "Parties" and individually shall be referred to as a "Party".
Customer's access to and use of the Software is conditioned on its acceptance of and compliance with these terms. By accessing or using the Software, Customer agrees to be bound by these terms and conditions set out in this EULA. If Customer disagrees with any part of the terms, then it may not access the Software.

1. In this Agreement, the following terms shall have the meanings assigned to them below:

2.1 This Agreement shall take effect on the Effective Date and will remain in force for the duration specified in the Customer's selected usage license plan. Upon expiration of the initial term, the Customer's access to the Application shall cease unless the license is renewed. Continued access following the initial term shall be contingent upon the renewal of the license plan in accordance with the specified payment terms and shall require the express written consent of both parties, or such other term as may be agreed upon by the parties. The Customer's use of the Application is subject to the terms and conditions outlined herein, including compliance with applicable laws and any limitations specified in the chosen license plan. Any modification or extension of this EULA shall require the express written consent of both Parties. ("Term").

3.1 For on-premises installation of the software the Licensor hereby grants the Licensee a non-exclusive license, effective from [the date of delivery of the Software to the Licensee until [the conclusion of the Term], to:

1. Install a single instance of the Software;
2. Use the Software in compliance with the Documentation;
3. Create, store, and maintain up to [3] backup copies of the Software;

This license is subject to the limitations and restrictions outlined in this Clause 3.

3.2 For the SAAS version of the software the Licensor hereby grants the Licensee a non-exclusive license, effective from [the date of delivery of the Software to the Licensee until [the conclusion of the Term], to:

1. Access a single instance of the Software;
2. Use the Software in compliance with the Documentation;

This license is subject to the limitations and restrictions outlined in this Clause 3.

3.3 The Licensee is prohibited from sub-licensing the rights granted under Clause 3.1 without obtaining prior written consent from the Licensor.

3.4 Except as expressly permitted by this Agreement or mandated by applicable law on a non-excludable basis, any license granted under this Clause 3 is subject to the following prohibitions:

1. The Licensee shall not sell, resell, rent, lease, lend, supply, publish, distribute, or redistribute the Software;
2. The Licensee shall not alter, edit, or modify the Software; and
3. The Licensee shall not decompile, de-obfuscate, reverse engineer, or attempt to decompile, de-obfuscate, or reverse engineer the Software.

3.5 The Licensee is responsible for safeguarding copies of the Software provided under this Agreement (or created from such copies) and shall employ all reasonable efforts (including appropriate security measures) to ensure that access to these copies is limited to individuals authorized to use them in accordance with this Agreement.

4.1 This Agreement does not grant or transfer any Intellectual Property Rights from the Licensor to the Licensee, nor does it grant or transfer any Intellectual Property Rights from the Licensee to the Licensor.

5.1 The Licensee agrees to pay the Charges to the Licensor as stipulated in this Agreement. The Licensor reserves the right to modify any aspect of the Charges with at least 30 days' prior written notice to the Licensee.

6.1 The End User agrees to pay all fees associated with the selected usage license plan. Payment in full is required prior to the activation of the License Plan unless otherwise expressly stated. All fees are non-refundable except as mandated by applicable law or expressly provided under this Agreement. Payments must be made through the Licensor's approved payment methods, including but not limited to credit/debit cards or other authorized payment gateways.

6.2 Access to the licensed services shall be contingent upon the successful receipt of payment. The Licensor reserves the right to suspend or terminate the End User's access to the License Plan in the event of non-payment or payment failure. All fees are exclusive of applicable taxes, duties, or levies, which shall be the sole responsibility of the End User unless otherwise provided by law.

6.3 For invoice-based payments, the End User shall remit the full payment within the due date specified on the invoice. The End User agrees to pay Thumba the license fee as mutually agreed in writing by the Parties from time to time ("License Fee"). Invoices will be generated electronically and sent via email in soft copy format. The License Fee is payable in advance unless otherwise expressly agreed in writing between the End User and Thumba. Once paid, the License Fee is non-refundable.

6.4 All payments due under this EULA are exclusive of applicable taxes, which shall be paid by the End User to Thumba in addition to the License Fee, at the rates and in the manner prescribed by applicable law.

6.5 If local laws require the End User to withhold any taxes on payments made to Thumba, the End User shall deduct the required tax and remit the balance to Thumba. The End User will provide Thumba with the relevant tax certificate(s). In cases where the End User fails to provide the tax certificates in a timely manner, it shall be responsible for paying Thumba an amount equivalent to the withheld tax. Payments must be made by [debit card, credit card, direct debit, bank transfer, or cheque] (using the payment details provided by the Licensor to the Licensee from time to time). The End User shall bear full responsibility for any interest accrued on taxes that remain unpaid and are due to the government in relation to this agreement. The End User agrees to promptly remit such interest, along with the outstanding tax amount, to ensure compliance with applicable legal and regulatory requirements.

6.6 In the event the Licensee fails to pay any amounts due to the Licensor under this Agreement, the Licensor may:

1. Charge interest on the overdue amount at a rate of [8% per annum above the Bank of England base rate] (accruing daily until payment is made and compounded at the end of each calendar month); or
2. Pursue interest and statutory compensation from the Licensee as provided under the Late Payment of Commercial Debts (Interest) Act 1998, or any amendments to such law as applicable.

6.7 If the Licensee fails to make timely payments under this Agreement, the Licensor may charge interest on the overdue amount at a rate of [2% per annum above the Bank of England base rate] (which will accrue daily until full payment is received and be compounded at the end of each calendar month). The Licensor acknowledges that it will not seek interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, or any amendments to such law as applicable, and that the rights conferred by this Clause 6.4 represent a significant remedy within the meaning of that Act.

7.1 The Licensor warrants to the Licensee that it possesses the legal right and authority to enter into this Agreement and fulfil its obligations hereunder.

7.2 The Licensor warrants to the Licensee that:

1. The Software, as provided, will conform in all material respects with the Software Specification;
2. The Software shall incorporate security features that reflect the requirements of good industry practice.

7.3 The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not breach any applicable laws, statutes, or regulations.

7.4 The Licensor warrants to the Licensee that the Software, when utilized by the Licensee in compliance with this Agreement, will not infringe upon the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

7.5 The Software is provided on an "as is" and "as available" basis, without any representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise. The Licensor does not warrant that the Software or any features or services associated therewith will be uninterrupted, error-free, secure, or continuously available. The Licensor expressly disclaims all implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, title, and non-infringement.

The Licensor reserves the right, in its sole discretion, to implement updates, enhancements, modifications, patches, or other changes to the Software ("Updates") that may affect its functionality, performance, availability, or compatibility. The End User acknowledges and agrees that such Updates may cause temporary limitations, altered system behaviour, or periods of unavailability, and the Licensor shall bear no liability in connection therewith.

7.6 The Licensor shall use commercially reasonable efforts to maintain the operational availability of the Software in accordance with generally accepted industry standards. The Licensor shall employ monitoring tools and incident response protocols to detect and respond to service disruptions. In the event of a material interruption in the availability or functionality of the Software, the Licensor shall exercise reasonable efforts to acknowledge the incident and communicate a situational update to the End User within a reasonable period during normal business hours.

The Licensor shall further use commercially reasonable efforts to diagnose, mitigate, and remediate such incidents in a timely manner, consistent with its internal escalation procedures and technical support protocols. Nothing in this Agreement shall be construed as a representation, warranty, or guarantee of uninterrupted service, nor shall it create any legally binding service-level obligation unless expressly agreed in writing.

7.7 The Licensor reserves the right to conduct regular system maintenance for the purpose of sustaining, enhancing, or securing the Software. A recurring maintenance window is designated from 03:30 to 05:30 GMT each Monday, during which the Software or parts thereof may be temporarily unavailable. The Licensor shall endeavour to minimize any impact on the End User's operations and may, where practicable, provide advance notice of extended or unscheduled maintenance. The End User acknowledges that temporary disruptions may occur as a result of such maintenance activities.

7.8 Subject to the terms of this Agreement, the Licensor shall provide technical support services to the End User in accordance with its standard support policies and practices. Such support may include, but is not limited to, assistance with usage issues, troubleshooting, and resolution of defects or malfunctions. Support requests shall be submitted through the communication channels designated by the Licensor. The Licensor shall exercise reasonable efforts to address such requests based on severity and priority, but does not guarantee any particular response or resolution timeframes unless expressly stated in a separate support agreement.

7.9 The Licensor may, at its sole discretion and without prior notice, release Updates to the Software, which may include bug fixes, security patches, new features, or performance enhancements. Such Updates may be automatically applied or may require the End User to take affirmative action. The Licensor does not represent or warrant that any specific functionality, feature, or compatibility will be maintained in future versions, and shall have no obligation to provide any particular Update or improvement.

7.10 The Software may incorporate, include, or interoperate with third-party software components, libraries, or services ("Third-Party Components"). The use of such Third-Party Components may be subject to separate license terms and conditions imposed by the respective third-party licensors. The Licensor makes no warranties and assumes no liability with respect to the performance, availability, compatibility, or reliability of any Third-Party Components, nor for any disruption or loss arising therefrom.

7.11 If the Licensor reasonably determines, or if any third party alleges, that the use of the Software by the Licensee in accordance with this Agreement infringes upon any person's Intellectual Property Rights, the Licensor may, at its own cost and expense:

1. Modify the Software in such a manner that it no longer infringes the relevant Intellectual Property Rights; or
2. Procure for the Licensee the right to use the Software in accordance with this Agreement.

7.12 Each Party represents and warrants that it is duly incorporated and operating under applicable laws. The execution, delivery, and performance of this EULA are within each Party's authorized scope and constitute valid, binding obligations enforceable as per the terms herein. No provisions in this EULA violate organizational documents, existing agreements, legal orders, or applicable law. The Licensor's warranties provided herein supersede any implied warranties or conditions, including merchantability or fitness for purpose. The Licensor makes no guarantees regarding the Software's performance, including meeting specific requirements or ensuring uninterrupted or error-free usage.

7.13 The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and fulfil its obligations hereunder.

7.14 All warranties and representations made by the parties concerning the subject matter of this Agreement are expressly stated herein. To the maximum extent permitted by applicable law, no additional warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

8.1 The Licensee acknowledges that complex software is inherently susceptible to defects, errors, and bugs. Subject to the provisions outlined in this Agreement, the Licensor makes no warranties or representations that the Software will be completely free from such defects, errors, or bugs.

8.2 The Licensee recognizes that complex software may contain security vulnerabilities. Subject to the provisions of this Agreement, the Licensor makes no warranties or representations regarding the absolute security of the Software.

8.3 The Licensee acknowledges that the Software is designed solely for compatibility with the software specified in the Software Specification. The Licensor does not warrant or represent that the Software will be compatible with any other software.

8.4 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy, or taxation advice under this Agreement or in relation to the Software. Except as expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software, or its use by the Licensee, will not result in any legal liability for the Licensee or any other party. This clause shall be interpreted in accordance with any applicable amendments to relevant laws and regulations.

9.1 The Licensor shall indemnify and hold harmless the User from any and all liabilities, damages, losses, costs, and expenses, including legal fees and amounts paid in settlement of legal claims, suffered or incurred by the User as a result of any actual or potential legal dispute with or claim by a third party, or any regulatory investigation, action, or penalty, arising directly or indirectly from any breach or alleged breach by the Licensor of any third party's Intellectual Property Rights, applicable laws, or any provision of this EULA (hereinafter referred to as a "Licensor Indemnity Event").

9.2 The User shall:

1. Upon becoming aware of any actual or potential Licensor Indemnity Event, promptly notify the Licensor;
2. Provide the Licensor with all reasonable assistance in relation to the Licensor Indemnity Event;
3. Grant the Licensor exclusive control over all disputes, proceedings, negotiations, and settlements with third parties related to the Licensor Indemnity Event; and
4. Not admit liability to any third party concerning the Licensor Indemnity Event or settle any disputes or proceedings involving a third party related to the Licensor Indemnity Event without the prior written consent of the Licensor.

9.3 The Licensor's obligation to indemnify the User under Clause 9.1 shall be contingent upon the User's compliance with the requirements set forth in this Clause 9.2.

9.4 The User shall indemnify and hold harmless the Licensor from any and all liabilities, damages, losses, costs, and expenses, including legal fees and amounts paid in settlement of legal claims, suffered or incurred by the Licensor as a result of any actual or potential legal dispute with or claim by a third party, or any regulatory investigation, action, or penalty, arising directly or indirectly from any breach or alleged breach by the User of any third party's Intellectual Property Rights, applicable laws, or any provision of this EULA (hereinafter referred to as a "User Indemnity Event").

9.5 The Licensor shall:

1. Upon becoming aware of any actual or potential User Indemnity Event, promptly notify the User;
2. Provide the User with all reasonable assistance in relation to the User Indemnity Event;
3. Grant the User exclusive control over all disputes, proceedings, negotiations, and settlements with third parties related to the User Indemnity Event; and
4. Not admit liability to any third party concerning the User Indemnity Event or settle any disputes or proceedings involving a third party related to the User Indemnity Event without the prior written consent of the User.

9.6 The User's obligation to indemnify the Licensor under Clause 9.4 shall be contingent upon the Licensor's compliance with the requirements set forth in this Clause 9.5.

9.7 The indemnity protections outlined in this Clause 9 shall be subject to the limitations and exclusions of liability set forth in this EULA, unless otherwise specified in the exceptions provided herein.

10.1 Nothing in this Agreement shall limit or exclude any liability for death or personal injury resulting from negligence, nor shall it limit or exclude any liability for fraud or fraudulent misrepresentation. Additionally, no provision herein shall limit any liabilities in a manner not permitted under applicable law, including any amendments thereto, nor shall it exclude any liabilities that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set forth in this Clause 10 and elsewhere in this Agreement are subject to Clause 10.1 and govern all liabilities arising under or relating to this Agreement, including those arising in contract, tort (including negligence), and for breach of statutory duty, unless expressly provided otherwise in this Agreement. Neither party shall be liable to the other for any loss of profits, anticipated savings, revenue, income, or for any loss of use or production, nor for any loss of business, contracts, or opportunities. Furthermore, neither party shall be liable for any loss or corruption of data, database, or software, nor for any special, indirect, or consequential loss or damage.

11.1 The Licensor reserves the right to terminate this End User License Agreement (EULA) and exercise its sole discretion to limit or suspend the Customer's access to the Software either temporarily or indefinitely, including but not limited to the termination of Customer membership and refusal to provide further access to the Software, under the following circumstances:

1. If the Customer fails to meet its payment obligations as per the agreed terms.
2. If the Customer is in breach of any of the terms and conditions of this EULA or the terms of use imposed by the Licensor.
3. If the Customer provides false, inaccurate, incomplete, or misleading information.
4. If any action by the Customer may cause harm, damage, or loss to other customers, users, or the Licensor.
5. In the event of illegal or unauthorized use of the Software.
6. If the Customer becomes subject to a receiver or administrative receiver over any part of its assets or business, passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), becomes subject to an administration order, enters into a voluntary arrangement with creditors, or ceases or threatens to cease operations.

11.2 Notwithstanding any other legal remedies available to the Licensor, these actions may be taken at the sole discretion of the Licensor to protect its interests and the integrity of its Software.

11.3 The End User may be granted access to a trial version of the Tool for a limited period, as determined by the Licensor (the "Trial Period"). During the Trial Period, the End User's access to the Tool is subject to the terms and conditions set forth by the Licensor. Upon expiration of the Trial Period, the End User's access to the Tool will automatically terminate unless the End User subscribes to a paid version. The Licensor shall not be liable for any loss of data generated or stored during the Trial Period, unless the End User upgrades to the full version prior to the expiration of the Trial Period.

11.4 Unless renewed in accordance with the Licensor's terms, the End User's access to the Tool shall automatically terminate upon the expiration of the selected usage license plan. The End User may renew or upgrade the license prior to the expiration date to avoid termination of access. Failure to renew or upgrade the license will result in the immediate cessation of access to the Tool and any associated services. The Licensor shall not be liable for any loss of data or service disruption resulting from the termination of the license due to non-renewal.

11.5 Upon termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement shall cease immediately, and the Licensee shall promptly cease all use of the Licensor's intellectual property, software, and any other materials provided under this Agreement.

11.6 Termination of this Agreement shall not affect any rights or liabilities of Licensee accrued prior to the termination date, including but not limited to any payment obligations.

11.7 All provisions of this Agreement that, by their nature, are intended to survive termination shall survive, including, without limitation, provisions concerning limitations of liability, indemnification, and confidentiality.

12.1 Upon the termination of this Agreement, all provisions shall be deemed void, except for those specified herein that shall continue to remain in force either in accordance with their express terms or indefinitely: Clauses 1, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17.

12.2 The termination of this Agreement shall not prejudice the rights or obligations accrued to either party prior to the effective date of termination, except as otherwise provided in this Agreement.

12.3 Upon the termination or expiration of the End User's selected plan, all rights and access granted under the plan will immediately cease. The End User will no longer have access to the Tool, and any data made during the plan may be permanently deleted, unless the plan is renewed or upgraded prior to termination. The Licensor shall not be responsible for any loss of data or access resulting from the termination of the plan. Any post-termination data retrieval or service reactivation may be subject to additional fees as determined by the Licensor.

12.4 It is explicitly understood that all licenses granted under this Agreement shall immediately terminate upon its termination. Therefore, the Licensee is required to cease all utilization of the Software forthwith.

12.5 Upon Termination the Licensee shall:

1. Promptly return to the Licensor or dispose of, in accordance with the Licensor's directions, any and all media in its possession or control that contain the Software; and
2. Irrevocably remove access to or delete all instances of the Software from any and all computer systems under the Licensee's control.
3. The End User shall cease all use of the Software and refrain from any related activities.
4. Any outstanding installments of the License Fee that would have been payable after the termination date shall become immediately due and payable by the End User. The Licensor shall have no obligation to refund, in whole or in part, any portion of the License Fee already paid.

12.6 The Licensee acknowledges that any failure to comply with the provisions outlined in this Clause may result in legal repercussions and liabilities, and the Licensee agrees to indemnify the Licensor against any claims or damages arising from such non-compliance.

12.7 In the event the End User is invoiced for the license, this provision establishes the payment obligations that arise upon termination of this Agreement. Upon termination of this Agreement for any reason, the Licensee shall immediately pay to the Licensor all outstanding unpaid invoices and interest, plus any uninvoiced amounts for services already rendered; furthermore, in the event of early termination by the Licensee or termination by the Licensor due to Licensee's breach, the Licensee shall pay a sum equal to 50% of the remaining fees that would have been payable had the Agreement continued until its natural expiration, with such payment representing a genuine pre-estimate of the Licensor's losses and not a penalty; all amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (except as required by law), with the Licensor reserving the right to charge interest on overdue amounts at 10% per annum from the due date until actual payment; this payment obligation shall survive the termination or expiration of the Agreement and is binding upon the Licensee's successors and assigns.

13.1 Thumba may deliver any notice to the End User under this End User License Agreement (EULA) by sending a message to the email address associated with the End User's account at that time. Notices sent by Thumba via email will be considered effective upon dispatch. It is the End User's responsibility to maintain an accurate and current email address. The End User will be deemed to have received any email sent to the email address on file at the time of sending, regardless of whether the End User actually receives the email.

13.2 To provide notice to Thumba under this End User License Agreement (EULA), utilize registered or certified mail to the mailing address specified below.
thumba.support@thumba.ai

13.3 The addressee and contact details specified in Clause 13.2 may be amended by providing written notice of such amendments to the other party in accordance with this Clause 13.

14.1 The End User may utilize any information, whether oral or written, related to either Party's technical, financial, marketing, or proprietary data concerning business, products, processes, or services (collectively referred to as "Confidential Information"). This use is permitted solely in connection with the End User's utilization of the Software as authorized under this End User License Agreement (EULA). The End User agrees not to disclose any Confidential Information during the Term of this EULA or at any time within five (5) years following the expiration or termination of the Term. The End User shall implement all reasonable measures to prevent unauthorized disclosure, dissemination, or use of the Confidential Information. These measures shall include, at a minimum, those that the End User employs to safeguard its own confidential information of similar nature. The End User shall not issue any press release or make any public announcements regarding this EULA or its use of the Software without prior written consent from the other Party.

14.2 The confidentiality obligations outlined herein shall not apply to any disclosures made by either Party under the following circumstances:

1. Information that becomes publicly available through no fault of the receiving Party or its Representatives;
2. Disclosures to representatives of either Party, provided that such Representatives are subject to confidentiality obligations equivalent to those outlined in this EULA; or
3. Disclosures required by applicable law, government regulations, stock exchange rules, or generally accepted accounting principles, provided that the disclosing Party gives prior notice to the other Party to the extent practicable under the circumstances and makes reasonable efforts to protect the confidentiality of the information disclosed.

15.1 Scope of Data Processing

1. Thumba respects user privacy and is committed to ensuring the responsible collection, processing, and management of data in accordance with applicable laws, industry standards, and enterprise security policies.
2. The Software may process and transmit user-generated data, system logs, and AI-generated outputs to deliver functionality, optimize performance, and enhance user experience.
3. Thumba adheres to strict data governance policies, ensuring compliance with frameworks such as General Data Protection Regulation (GDPR), and other applicable data protection laws.

15.2 Integration with AI and Third-Party Services

1. The Software may incorporate or interact with third-party artificial intelligence (AI) services, including but not limited to OpenAI, for processing user inputs, generating responses, and improving automation.
2. Where third-party AI services are engaged, user data may be transmitted to such providers for processing under their respective terms, policies, and security controls. Thumba does not assume responsibility for independent data handling practices of third-party AI vendors.
3. Users acknowledge that AI-generated outputs are dynamically generated and may vary in accuracy, reliability, or completeness. AI-generated content should not be solely relied upon for decision-making in critical or regulated domains.

15.3 Data Controls, Security, and Confidentiality Measures

1. Thumba employs industry-standard security measures, including encryption, access controls, anonymization techniques, and intrusion detection systems to protect user data from unauthorized access, alteration, or disclosure.
2. AI-driven processing within the Software does not retain user inputs beyond the scope necessary for immediate response generation, unless explicitly stated or required for compliance, system improvements, or regulatory purposes.
3. Thumba ensures that AI service providers comply with stringent security and confidentiality agreements, safeguarding user data in accordance with enterprise risk management policies.

15.4 User Responsibilities and Compliance Requirements

1. Users shall ensure that any data submitted through the Software complies with applicable legal, regulatory, and enterprise governance policies, including but not limited to those governing data privacy, confidentiality, intellectual property, and trade secrets.
2. Users shall not input or process sensitive personal data, financial records, protected health information (PHI), classified government data, or confidential business information unless explicitly permitted and protected under relevant policies.
3. Users remain responsible for securing their access credentials, ensuring that AI-assisted processing does not violate any contractual or legal obligations.

15.5 Data Retention, Deletion, and Retrieval

1. Thumba retains user data only for the duration necessary to support the functionality of the Software and comply with legal or regulatory requirements.
2. Upon termination of the license, expiration of services, or upon user request, Thumba shall ensure the secure deletion or anonymization of stored data, except where retention is legally mandated or required for dispute resolution.
3. Users may request retrieval of stored data within a defined period before deletion, in accordance with Thumba's data governance policies.

15.6 Modifications to Data Usage Policies and AI Services

1. Thumba reserves the right to modify, update, or enhance its data usage policies, AI integration frameworks, and enterprise security controls to align with evolving legal, regulatory, and technological advancements.
2. Where material changes impact user rights or obligations, Thumba shall provide reasonable notice, and continued use of the Software shall constitute acceptance of such modifications.

15.7 Limitations of Liability and Indemnification

1. Thumba shall not be liable for any loss, damage, or unintended exposure of user data resulting from user negligence, third-party breaches, regulatory actions, or reliance on AI-generated content.
2. Users agree to indemnify and hold Thumba harmless from any claims, liabilities, or regulatory penalties arising from non-compliance with data protection laws, improper handling of sensitive data, or unauthorized disclosure of information through AI services.

15.8 Data Retention and Compliance
Thumba adheres to industry-recognized data governance frameworks and ensures that data retention practices align with applicable laws, regulations, and the policies of AI service providers utilized within the Software. Thumba's data retention practices ensure that AI-generated responses and user-submitted data processed through third-party AI services are not retained beyond what is necessary for functionality, legal compliance, security, or auditing purposes. Any temporary storage is subject to strict security controls and automatic deletion in accordance with Thumba's internal policies. Users acknowledge that third-party AI service providers may operate under their own data retention policies, and Thumba assumes no liability for the storage, processing, or deletion of data by such providers.

Thumba makes no warranties, express or implied, regarding the accuracy, completeness, or reliability of AI-generated content and disclaims liability for any losses, damages, or legal claims arising from a user's reliance on such outputs. Users assume full responsibility for ensuring compliance with applicable laws when using AI-powered functionalities. To the maximum extent permitted by law, Thumba shall not be liable for indirect, incidental, or consequential damages, including loss of data, revenue, or business opportunities. Users agree to indemnify and hold Thumba harmless against claims arising from misuse of AI-generated content, unauthorized data submissions, or breaches of data protection obligations.

16.1 All rights, title, and interest in and to all intellectual property, including but not limited to:

1. Registered and unregistered trademarks, service marks, and logos (along with all goodwill associated therewith);
2. Copyrights, copyright applications, copyrightable ideas, moral rights, databases, domain names, and all registrations and applications for, and renewals or extensions of, such rights, as well as all similar or equivalent rights or forms of protection worldwide;
3. Trade secrets, proprietary information, and know-how;
4. All divisions, continuations, reissues, renewals, and extensions thereof, now existing or hereafter filed, issued, or acquired;
5. Registered and unregistered copyrights, including but not limited to any forms, images, audiovisual displays, text, and software;
6. Any patents, registered designs, and design rights;
7. All other intellectual property and proprietary rights related to intangible property used, developed, comprised of, embodied in, or practiced in connection with the Software

(collectively referred to as "Intellectual Property Rights") shall be owned exclusively by Thumba or its licensors, as applicable. The End User agrees not to make any claim of interest in or ownership of such Intellectual Property Rights. The End User acknowledges that no title to the Intellectual Property Rights is transferred to the End User, and the End User does not obtain any rights, whether express or implied, to the Intellectual Property Rights. To the extent that the End User creates any derivative work, it shall be owned by Thumba, and all rights, title, and interest in each such derivative work shall automatically vest in Thumba at all times. Thumba shall have no obligation to grant any rights in such derivative works to the End User. Any integrations or derivative works authorized by the Licensor shall be strictly for the purposes approved in writing and must adhere to the Licensor's quality standards. All rights, titles, and interests, including any associated intellectual property, shall automatically vest in the Licensor.

16.2 Any data provided to Thumba and any configurations performed on the Software by the End User shall remain the intellectual property of the End User. The End User hereby agrees and acknowledges that the source code, application, Software, and any other derivatives shall be the intellectual property of Thumba.

17.1 No waiver of any provision of this Agreement shall be effective unless it is made in writing and signed by the party not in breach. The failure of either party to enforce any provision of this Agreement at any time shall not be construed as a waiver of that provision or any other provision, nor shall it affect the right of either party to subsequently enforce that provision or any other provision of this Agreement.

17.2 The terms of use and the privacy policy, as may be updated by us from time to time, apply to the End User's use of the Software.

17.3 If any provision of this Agreement is determined by a court of competent jurisdiction or any other authorized body to be unlawful or unenforceable in any respect, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. If any unlawful or unenforceable provision can be made lawful or enforceable by the deletion of certain words or phrases, those words or phrases shall be deemed deleted, and the remaining provisions shall remain in effect, unless the deletion contradicts the clear intention of the parties, in which case the entire provision shall be deemed invalid and unenforceable.

17.4 Notwithstanding any provisions elsewhere in this EULA, the End User agrees that it shall not, either independently or in collaboration with any other individual or entity, directly or indirectly, during the Term of this EULA and for a period of two (2) years following its termination:

1. Engage in, or have any involvement with, any competing business, either as an owner, partner, shareholder, employee, consultant, or in any other capacity, that offers services or products similar to those of the Licensor;
2. Solicit, or attempt to solicit, any business from, or provide services to, any customers or potential customers of the Licensor, or interfere with existing or potential business relationships between the Licensor and its clients, suppliers, or business partners;
3. Hire or attempt to hire any current or former employees of the Licensor or its affiliates.

17.5 Any modifications, amendments, or variations to this Agreement must be made in writing and executed by authorized representatives of both parties. Such written document shall clearly specify the changes and shall be deemed an integral part of this Agreement.

17.6 Neither party shall assign, transfer, charge, license, or otherwise dispose of any of its contractual rights or obligations under this Agreement without the prior express written consent of the other party. Any attempted assignment or transfer in violation of this provision shall be null and void. This clause does not restrict the right of a party to assign or transfer this Agreement to an affiliate or successor in interest, provided that the party remains liable for the performance of its obligations under this Agreement.

17.7 This Agreement is intended solely for the benefit of the parties and is not intended to confer any rights or benefits on any third parties, nor shall it be enforceable by any third party. The parties retain the exclusive right to terminate, rescind, amend, waive, or vary any terms of this Agreement without requiring the consent of any third party. Any third-party rights or interests that may arise from this Agreement are expressly disclaimed.

17.8 Subject to the provisions of Clause 10, this Agreement constitutes the entire agreement and understanding between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, arrangements, or understandings, whether written or oral, relating to the subject matter of this Agreement. Each party acknowledges that it has not relied on any representations or warranties not expressly set forth in this Agreement.

17.9 The End User hereby grants explicit consent and acknowledges that Thumba will retain and store the End User's data and confidential information, in whole or in part, on the Company's servers, cloud infrastructure, or any other medium through which such data may be transmitted, processed, or handled via the Software.

17.10 Customer shall maintain complete and accurate records of its use of the Software during the applicable subscription term (if applicable, or otherwise the term of the Agreement) and for 2 years thereafter. Upon 10 days' written notice from Thumba, and no more than once per calendar year, Customer shall provide Thumba with reasonable access to Customer's premises during normal business hours to conduct an audit of Customer's records and systems to verify compliance with this Agreement, including calculation of Fees. Thumba shall bear the costs of any such audit, except that if Customer is found to have violated the terms of this Agreement, in addition to any and all remedies available to Thumba in law or equity, Customer shall reimburse Thumba for all reasonable audit expenses.

17.11 The End User further agrees and affirms that they are legally entitled and eligible to enter into this End User License Agreement (EULA). Additionally, the individual accepting this EULA on behalf of the entity represents that they are an authorized representative of the entity and are duly authorized to bind the entity to the terms and conditions set forth herein.

17.12 This Agreement shall be governed by and construed in accordance with the laws of England.

17.13 If during the subsistence of this Agreement or thereafter, any dispute between the Parties hereto arising out of or in connection with the validity, interpretation, implementation, material breach or any alleged material breach of any provision of this Agreement or regarding any question, including as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavour to settle such dispute amicably through discussions between the senior executives nominated for this purpose. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts, which attempt shall continue for not less than sixty (60) days, gives thirty (30) days' notice to refer the dispute to court to the other Party in writing. Any unresolved disputes shall be submitted to the exclusive jurisdiction courts of England.

18.1 In this Agreement, any reference to a statute or statutory provision shall encompass not only the original text but also any modifications, consolidations, or re-enactments that may occur over time. This includes any amendments that are made to the statute or statutory provision as applicable. Furthermore, it shall also extend to any subordinate legislation enacted under the authority of that statute or statutory provision, ensuring that all relevant legal frameworks are considered within the context of this Agreement.

18.2 The headings provided at the beginning of each clause in this Agreement are intended solely for convenience and shall not influence or affect the interpretation of the provisions contained herein. The substance of the Agreement shall prevail over any descriptive titles or headings.

18.3 In the interpretation of this Agreement, it is expressly stated that general words or terms shall not be subject to a restrictive interpretation merely because they are preceded or followed by specific words or phrases that denote a particular class of acts, matters, or things. This provision is intended to ensure that the broad applicability of general terms is preserved, allowing for a comprehensive understanding of the Agreement's intent and scope.

18.4 Any references within this Agreement to "calendar months" shall be understood to signify the twelve distinct periods that collectively make up a year. These terms are utilized to ensure clarity in the calculation of time-related obligations and rights as outlined in this Agreement.