Please read this EULA carefully, as it sets out the basis upon which we make available the Service to end users. You will be asked to give your express agreement to the provisions of this EULA before using the Service.

1.1 In this EULA:

"Communications and Account Data" means:

(a) all video, audio and audio-visual materials recorded by the End User and transmitted using the Platform;

(b) all other communications sent by the End User using the Platform; and

(c) End User account data on the Platform;

"Customer" means the natural or legal person who enters into a contract with TCL, whether on a trial or paid basis, under which the End User is granted access to the Service;

"Customer Agreement" means the contract between TCL and the Customer pursuant to which TCL permits the End User to use the Service;

"Customer-Arranged Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Service by TCL from time to time in circumstances where the Customer or the End User must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"End User" means any individual using the Service, including any individual using the Service on behalf of the Customer;

"End User Data" means:

(a) the Communications and Account Data; and

(b) all other data, works and materials uploaded to the Platform by the End User or stored on the Platform by the End User,

but shall not include any TCL Data;

"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);

"Platform" means the platform managed by TCL and used by TCL to provide the Service, including the application and database software for the Service, the system and server software used to provide the Service, and the computer hardware on which that application, database, system and server software is installed;

"Service" means the Natter cloud-based communications service as it may be updated from time to time by TCL;

"Supported Web Browser" means the current release from time to time of Google Chrome, or any other web browser that TCL agrees in writing shall be supported;

"TCL" means Tenth Chapter Ltd, a company incorporated in England and Wales (registration number 12565130) having its registered office at Aldwych House, 71-91 Aldwych, London, England, WC2B 4HN; and

"TCL Data" means:

(a) analytics data concerning the use of the Service;

(b) feedback data provided by the End User to TCL concerning the Service, including data relating to the value and quality of the Service; and

(c) survey data provided by the End User to TCL when completing surveys on the Platform relating to use of the Service.

2.1 This EULA shall come into force on the date that the End User first accesses or uses the Service, and shall continue in force indefinitely, subject to termination in accordance with its express terms.

3.1 TCL hereby grants to the End User a worldwide, non-exclusive licence to use the Service for the purpose of communicating with other Service users in accordance with the Customer Agreement.

3.2 The Service may only be used through a Supported Web Browser.

3.3 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the licence granted by TCL to the End User under Section 3.1 is subject to the following prohibitions:

(a) the End User must not sub-license its right to access and use the Service;

(b) the End User must not permit any unauthorised person or application to access or use the Service;

(c) the End User must not use the Service to provide services to third parties;

(d) the End User must not republish or redistribute any content or material from the Service;

(e) while the Customer may make changes to the Service interface using the white-labelling systems incorporated into the Platform by TCL, the End User must not make any other alteration to the Platform; and

(f) the End User must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Service without the prior written consent of TCL.

3.4 The End User must keep his or her access credential relating to the Service confidential and must not disclose them to any third party.

4.1 The End User must not use the Service in any of the following ways:

(a) in any way that causes or may cause damage to the Service or to any other products or services of TCL;

(b) in any way that causes or may cause impairment of the performance, availability or accessibility of the Service or any other products or services of TCL;

(c) in any way that is unlawful, illegal, fraudulent, deceptive or harmful, or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity;

(d) to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(e) to conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting);

(f) by means of any software not authorised by TCL;

(g) by any automated means;

(h) to harass, antagonise, insult or ridicule any person or group of Service users;

(i) to discriminate against any person on the basis of race, ethnicity, nationality, sex, gender, sexual orientation, religion, age, disability or any legally-protected criteria; or

(j) to take any action that is liable to negatively affect other user's enjoyment of the Service.

4.2 Without prejudice to the generality of Section 4.1(g), the End User must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Service.

4.3 The End User must not link to any material using or by means of the Service that would, if it were made available through the Service, breach the provisions of this EULA.

4.4 The End User must not use the Service in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by TCL to its customers using the Platform; and the End User acknowledges that TCL may use technical measures to limit the use of Platform resources by the End User for the purpose of assuring services to its customers generally.

4.5 The End User must not evade or circumvent, or attempt to evade or circumvent, any ban, block or suspension instituted by TCL in relation to the Service.

4.6 The End User acknowledges that TCL may actively monitor the Service and the use of the Service.

4.7 The End User acknowledges that the Service utilises Customer-Arranged Services, and that the use of those Customer-Arranged Services is subject to separate terms and conditions specified by the relevant services providers. The End User shall comply with any such terms and conditions notified by TCL to the End User from time to time.

5.1 Nothing in this EULA shall transfer ownership of any Intellectual Property Rights in the End User Data from the End User to TCL.

5.2 The End User hereby grants to TCL a non-exclusive worldwide royalty-free licence during the term of the Customer Agreement to copy, store, distribute, publish, export, adapt, edit and translate the End User Data to the extent reasonably required for the provision of the Service, the performance of TCL's obligations and the exercise of TCL's rights under this EULA and/or the Customer Agreement.

5.3 To the extent that the End User provides the TCL Data to TCL, the End User grants to TCL a non-exclusive worldwide royalty-free licence:

(a) during the term the Customer Agreement, to use the TCL Data for the purposes of analysing, benchmarking, researching, improving and marketing the Platform and Service, and to anonymise the TCL Data such that it does not include any personal data; and

(b) during and after the term of the Customer Agreement, to use the anonymised TCL Data for the purposes of analysing, benchmarking, researching, improving and marketing the Platform and Service, including for training machine learning algorithms.

5.4 The End User also grants to TCL the right to sub-license those rights licensed under Sections 5.2 and 5.3 to TCL's hosting infrastructure and hosting services providers, and to its video, audio, text chat and other text-based communications services providers.

5.5 The End User must ensure that the End User Data is not illegal or unlawful, does not infringe any person's legal rights, and is not capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

5.6 The End User must ensure that the End User Data, and its processing and other use by TCL in accordance with the licences set out in this EULA, does not:

(a) constitute a libel or malicious falsehood;

(b) constitute an obscenity or indecency;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute in an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) constitute a contempt of any court, or be in breach of any court order;

(h) breach any racial or religious hatred or discrimination legislation;

(i) breach official secrets legislation;

(j) breach any contractual obligation owed to any person;

(k) depict or promote self-harm;

(l) depict or promote violence in an explicit, graphic or gratuitous manner;

(m) depict nudity;

(n) constitute pornography, or contain lewd, suggestive or sexually explicit material; or

(o) contain any offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory material.

5.7 The End User shall ensure that the End User Data is appropriate for all persons who have access to or are likely to access the End User Data in question.

5.8 The End User shall ensure that the End User Data does not constitute or contain spam - which for these purposes shall include all unlawful commercial communications, bulk commercial communications and unsolicited commercial communications.

5.9 The End User Data must not contain or consist of, and the End User must not promote, distribute or execute by means of the Service, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

5.10 The End User Data must not contain or consist of, and the End User must not promote, distribute or execute by means of the Service, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

6.1 Nothing in this EULA shall constitute an assignment or transfer of any Intellectual Property Rights of TCL.

6.2 Save to the extent expressly provided otherwise in this EULA, all the Intellectual Property Rights and other rights in:

(a) the Service;

(b) the works and materials comprised in the Service; and

(c) any other software or services of TCL,

are hereby reserved to TCL and its licensors.

7.1 The End User acknowledges that the use of the Service will require computer hardware and software meeting the minimum requirements specified by TCL. The End User further acknowledges that, as the Service is updated, those requirements may change and, accordingly, the Service may cease to function on the hardware of the End User.

7.2 The End User acknowledges that complex software is never wholly free from defects, errors and bugs; and TCL gives no warranty or representation that the Service will be wholly free from defects, errors and bugs.

7.3 The End User acknowledges that complex software is never entirely free from security vulnerabilities; and TCL gives no warranty or representation that the Service will be entirely secure.

7.4 All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into EULA or any related contract.

8.1 Nothing in this EULA will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law,

and any statutory rights the End User may have as a consumer will not be excluded or limited by this EULA, except to the extent permitted by law.

8.2 The limitations and exclusions of liability set out in this Section 8 and elsewhere in this EULA:

(a) are subject to Section 8.1; and

(b) govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

8.3 TCL will not be liable to the End User in respect of any losses arising out of any event or events beyond TCL's reasonable control.

8.4 TCL will not be liable to the End User in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

8.5 TCL's aggregate liability to the End User in respect of this EULA shall not exceed the greater of:

(a) the total amount paid and payable by the End User to TCL under this EULA or in consideration for the Service; and

(b) GBP 100.

9.1 TCL may terminate this EULA by:

(a) giving notice of termination to the End User; or

(b) closing the End User's account,

if the End User commits any breach of this EULA or at any time upon or following the date of effective termination of the Customer Agreement.

9.2 Upon the termination of this EULA, the licence granted by TCL to the End User under this EULA shall immediately cease, and the End User must not thereafter use the Service.

9.3 The provisions of Sections 1, 5.3, 5.4, 8, this 9.3 and 10 shall survive the termination of this EULA.

10.1 Subject to any restrictions set out in the Customer Agreement, TCL may vary this EULA by giving to the End User written notice of the variation or by updating the version of this EULA published on its website. The continued use of the Service by the End User following any such variation constitutes the acceptance by the End User of that variation. Subject to this, this EULA may only be varied by a written document signed by or on behalf of each of the parties.

10.2 The End User hereby agrees that TCL may assign TCL's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the End User must not without the prior written consent of TCL assign, transfer or otherwise deal with any of the End User's contractual rights or obligations under this EULA.

10.3 This EULA shall be governed by and construed in accordance with English law.

10.4 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

Last updated: 1 November 2022.