IT IS IMPORTANT THAT YOU READ THE ENTIRETY OF AND UNDERSTAND THIS DOCUMENT.

This web page represents a legal document that serves as our Terms of Service and it governs the legal terms of our website, http://www.thaeres.com, sub-domains, and any associated web-based and mobile applications (collectively, "Website"), as owned and operated by Thaeres, Inc.

Capitalized terms, unless otherwise defined, have the meaning specified within the Definitions section below. This Terms of Service, along with our Privacy Policy, any mobile license agreement, and other posted guidelines within our Website, collectively "Legal Terms", constitute the entire and only agreement between you and Thaeres, Inc., and supersede all other agreements, representations, warranties and understandings with respect to our Website and the subject matter contained herein. We may amend our Legal Terms at any time without specific notice to you. The latest copies of our Legal Terms will be posted on our Website, and you should review all Legal Terms prior to using our Website. After any revisions to our Legal Terms are posted, you agree to be bound to any such changes to them. Therefore, it is important for you to periodically review our Legal Terms to make sure you still agree to them.

By using our Website, you agree to fully comply with and be bound by our Legal Terms. Please review them carefully. If you do not accept our Legal Terms, do not access and use our Website. If you have already accessed our Website and do not accept our Legal Terms, you should immediately discontinue use of our Website.

License Grant, Limitations & Restrictions
Subject to the terms and conditions of this Agreement, Thaeres hereby grants Customer a non-exclusive, non-transferable, non-assignable, worldwide limited license to use the Services provided hereunder solely for Customer's own business purposes and only for the specific Licensed Project, Work Group, Entity or Organization, and for the time periods as set forth in each fully executed Service Order. Except as otherwise provided in an applicable Service Order, such license is limited to a single production account of Customer. All rights not expressly granted to Customer are reserved by Thaeres and its licensors. Thaeres reserves the right to make changes, modifications and enhancements to the Services from time to time at its sole discretion.

Limitation of Use
Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the Content in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) reverse engineer the Services; or (iv) access the Services in order to build a competitive product or service. For the avoidance of doubt, and subject to the License Grant, Limitations & Restrictions in the section above, nothing in this section shall be deemed to prohibit Customer from accessing the functionality of the Services, via interfaces, portal applications and the like, for its internal business purposes. Additionally, Customer shall not use the Services to: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (iii) attempt to gain unauthorized access to the Services or its related systems or networks.

Use of Service
Customer is responsible for all activity occurring under Customer's User accounts and shall comply with all applicable laws and regulations in connection with Customer's use of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. Customer shall: (i) notify Thaeres immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Thaeres immediately and use reasonable efforts to stop immediately any copying or distribution or misuse of Content, Technology, Services or Deliverable that becomes known or suspected by Customer or Customer's Users; and (iii) not impersonate another Thaeres user or provide false identity information to gain access to or use the Services. In performing its obligations under this Agreement, in the event that Customer processes credit cards using the Services, Customer acknowledges its responsibilities under the Payment Card Industry Data Security Standard ("PCI DSS") and agrees to: a) implement and maintain reasonable security measures to protect cardholder data in its possession and b) not take any action when using the Services to place Thaeres in non-compliance with PCI DSS (e.g. storing any cardholder data (even if encrypted) in any Services custom fields). Customer shall indemnify and hold Thaeres, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) to the extent arising out of or in connection with a claim alleging that use of the Customer Data infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party provided in any such case that Thaeres (a) promptly gives notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases Thaeres of all liability and does not adversely affect Thaeres's business or Service); (c) provides to Customer all available information and reasonable assistance; and (d) has not compromised or settled such third-party claim.

Payment Terms
Customer shall pay all fees or charges as specified on each executed Service Order. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Unless otherwise set forth in the applicable Service Order, payment terms are due in US dollars net thirty (30) days from the date of Thaeres' invoice to customer. If payment under an applicable Service Order is to be made via credit card or electronic money transfer, such payment shall be chargeable upon invoice date. Thaeres reserves the right to modify its fees with respect to its Services and to introduce new charges to become effective upon the upcoming renewal Service Term by providing Customer written notice at least thirty (30) days prior to the end of the then current Service Term. In the event that Customer does not provide notice of termination to Thaeres as described, such fee changes shall become effective at the commencement of the next renewal Service Term. In the event Customer fails to make payments per payment terms as set forth in this Agreement or in any applicable Service Order, and legal enforcement by Thaeres is deemed necessary, Customer agrees to pay all reasonable legal fees and costs incurred by Thaeres.

In addition to any other rights granted to Thaeres herein, Thaeres reserves the right to suspend or terminate this Agreement, any related Service Order, and Customer's access to the Services if Customer's account becomes delinquent and is uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection. In addition, Thaeres has the right to remove any credit terms provided in any Order Form in the event Customer's account becomes delinquent. Customer will continue to be charged for Fees during any period of Service suspension due to Customer's delinquency. If Thaeres initiates termination of this Agreement for cause Customer will be obligated to pay all remaining Fees due computed in accordance with their terms for the remainder of the applicable Order Initial Service Term, or Renewal Service Term thereof. Customer agrees that Thaeres may charge such unpaid Fees to Customer's credit card or via ACH payment, or otherwise bill Customer for such unpaid Fees.

Termination
You may terminate your relationship with Thaeres at any time and without recourse to the courts by requesting closure of your User Account, ceasing to use the Service, Software, Products and/or Thaeres Websites and cancelling any recurring payments. Thaeres may terminate its relationship with you, or may terminate or suspend your use of the Service, Software, User Account(s), Products or Thaeres Websites at any time and without recourse to the courts:(a) if you are in breach of these Terms; (b) if Thaeres reasonably suspects that you are using the Service, Software, the Products and/or Thaeres Websites to break the law or infringe third party rights; (c) if Thaeres reasonably suspects that you are trying to unfairly exploit or misuse any of our policies; (d) if Thaeres reasonably suspects that you are using our Service, Software, the Products and/or Thaeres Websites fraudulently or that your User Account is being used by a third party fraudulently; (e) in respect of a particular Product, on thirty (30) days notice if Thaeres decides to cease offering that Product; (f) immediately, if required due to a change in laws/regulation by a regulator or authority with a lawful mandate, or by any of Thaeres’s partners; (g) on thirty (30) days notice if Thaeres decides to cease offering the Software to users in your jurisdiction generally.

Thaeres shall effect such termination by preventing your access to your User Account, the Service, Software, Products and/or Thaeres Websites (as applicable). We reserve the right to cancel User Accounts that have been inactive for more than one (1) year. Upon termination of your relationship with Thaeres: (a) all licenses and rights to use the Service, Software, Products and/or Thaeres Websites shall immediately terminate; (b) you will immediately cease any and all use of the Service, Software, Products and/or Thaeres Websites; and (c) you will immediately remove the any copies of Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control.

Intellectual Property
Thaeres and/or its licensors retain exclusive ownership of the Service, Software, Products, Websites and all intellectual property therein (whether or not registered and anywhere in the world). You will not take any action to jeopardise, limit or interfere with Thaeres' intellectual property rights in the Service, Software, Products and/or Websites. Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website does not constitute any right or license for you to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. Our Website is also protected under international copyright laws. The copying, redistribution, use or publication by you of any portion of our Website is strictly prohibited. Your use of our Website does not grant you ownership rights of any kind in our Website.

No Warranties; Exclusion of Liability; Indemnification
OUR WEBSITE IS OPERATED BY THAERES ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THAERES SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT FOR OUR WEBSITE AND ANY CONTRACTS AND SERVICES YOU PURCHASE THROUGH IT. THAERES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF OUR WEBSITE, FOR CONTRACTS OR SERVICES SOLD THROUGH OUR WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH OUR WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH OUR WEBSITE. YOUR USE OF OUR WEBSITE AND ANY CONTRACTS OR SERVICES ARE AT YOUR OWN RISK. IN NO EVENT SHALL EITHER THAERES OR THEIR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR WEBSITE, CONTRACTS AND SERVICES PURCHASED THROUGH OUR WEBSITE, THE DELAY OR INABILITY TO USE OUR WEBSITE OR OTHERWISE ARISING IN CONNECTION WITH OUR WEBSITE, CONTRACTS OR RELATED SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL THAERES’ LIABILITY FOR ANY DAMAGE CLAIM EXCEED THE AMOUNT PAID BY YOU TO THAERES FOR THE TRANSACTION GIVING RISE TO SUCH DAMAGE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, THAERES DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBITE IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT OUR WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT THAERES WILL HAVE NO LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO THAERES, IN CONNECTION WITH OR ARISING FROM YOUR USE OF THAERES SERVICE, WEBSITES, PRODUCT, OR OTHER SOFTWARE THAT IS PROVIDED WHETHER OR NOT FREE OF CHARGE. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THAERES AND ITS LICENSORS AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY SUBJECT TO A MAXIMUM OF ONE THOUSAND US DOLLARS IN ALL CASES.

Links to Other Websites
Our Website may contain links to third party websites. These links are provided solely as a convenience to you. By linking to these websites, we do not create or have an affiliation with, or sponsor such third party websites. The inclusion of links within our Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Thaeres, Inc. has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk.

Independence of Clauses
Each clause of these Terms shall be interpreted separately and independently of the others. If a clause is deemed invalid, void or in any case without efficacy, it shall be considered independent of the others and shall not compromise the validity or the effect of the other clauses in these Terms.

Written Information
The User accepts that communications with the company are mainly in electronic format. The Company will contact the User via e-mail or will publish information in the form of notices on the Website. For the purposes of the agreement, the User accepts this means of electronic communication and is aware that all agreements, notices, information and other communications that Thaeres provides in electronic format satisfy the legal requirement for written communication. This clause does not infringe the statutory rights of the User.

Legal Compliance
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website. Thaeres reserves the right to investigate complaints or reported violations of our Legal Terms and to take any action we deem appropriate, including but not limited to canceling your Member account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.

General Terms
Our Legal Terms shall be treated as though it were executed and performed in Delaware, United States, and shall be governed by and construed in accordance with the laws of Delaware, United States, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website, must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of our Legal Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Content in our Website conflicts or is inconsistent with our Legal Terms, our Legal Terms shall take precedence. Our failure to enforce any provision of our Legal Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. The rights of Thaeres, Inc. under our Legal Terms shall survive the termination of our Legal Terms.

Communication
All communication addressed to Thaeres must be sent to info@thaeres.com. Communications shall be deemed to have been received or duly notified within seven days if published on our Website, within 24 hours if sent via e-mail, or ten days after the date of posting by mail service. As proof of posting, it shall be sufficient in the event of the use of a postal service, that the letter has been correctly addressed or that it was printed and sent correctly, while in the event of publication on the Website, that the communication was duly published, or in the case of email, that the email was sent to the specified email address.