These Terms and Conditions (“Agreement”) govern the use of the AuditIQ software-as-a-service product (the “Service”) by you or your company (“User” or “you”) that is provided by On Tap Networks Ltd, The Old Cinema, Fishmarket Road, Rye, East Sussex, TN31 7LP, United Kingdom (“On Tap” or “us” or “we”). By accessing or using the Service, or paying an invoice related to the Service, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not access or use the Service. 1. Grant of License. Subject to the terms and conditions of this Agreement, On Tap grants User a non-exclusive, non-transferable, limited license to access and use the Service during the term of this Agreement. User may access the Service solely for its internal business purposes. User may not sublicense or resell the Service to any third party. 2. Payment. User agrees to pay all fees due for use of the Service as set forth in the pricing plan selected by User. On Tap may modify the fees and pricing plans from time to time upon notice to User. User will pay all fees in accordance with the selected pricing plan. 3. Intellectual Property Rights. The Service and all intellectual property rights in and to the Service, including but not limited to any copyrights, patents, trademarks, or trade secrets, are owned by On Tap. User shall not reverse engineer, decompile, or disassemble the Service or otherwise attempt to discover any underlying source code or algorithms of the Service. 4. Confidentiality. User acknowledges that the Service and any related documentation or information provided by On Tap contain valuable trade secrets and confidential information of On Tap. User shall maintain the confidentiality of the Service and all such documentation and information. All application data remains User's property. On Tap will not make any ownership claims to User's data. User grants On Tap a non-transferable and only sublicensable license to use User's data for the duration of the Agreement to the extent necessary for the provision of the Services. 5. User Content. User is solely responsible for any content, data, or other materials uploaded or otherwise transmitted to the Service (“User Content”). User represents and warrants that User Content does not violate any third-party rights, including but not limited to any intellectual property or privacy rights. User grants On Tap a non-exclusive, worldwide, royalty-free license to use, copy, distribute, and display User Content for the purpose of providing the Service. 6. Restrictions on Use. User agrees not to engage in any of the following activities: a. Reverse engineering or decompiling the source code of the Services, except to the extent permitted by mandatory law or applicable open-source license; b. Providing copies of the Services to third parties; c. Sublicensing the Services or otherwise making the service available to third parties, including by rental, Software-as-a-Service models, or otherwise, unless explicitly agreed to by On Tap; d. Modifying the Services, except to the extent permitted by mandatory law; e. Removing indications of On Tap, AuditIQ or its partners as the copyright holder of the Services or to remove or render illegible any part thereof. 7. Support. You are responsible for the installation and implementation of the Services, and On Tap is prepared to provide you with support. If you require support for the Services, you will create a request at https://support.ontapgroup.com/ (or any other system advised by On Tap to use). 8. Warranty Disclaimer. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ON TAP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. 9. Limitation of Liability. IN NO EVENT SHALL ON TAP BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ON TAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. Termination. Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination of this Agreement, User shall immediately cease use of the Service. 11. Indemnification. User shall indemnify, defend, and hold harmless On Tap and its officers, directors, employees, and agents from any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or in connection with User’s breach of this Agreement or User’s use of the Service. 12. Modification of Agreement. On Tap may modify this Agreement from time to time upon notice to User. User’s continued use of the Service following any such modification shall constitute User’s acceptance of the modified Agreement. 13. Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. 14. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the address specified in the registration form or by email. 15. Assignment. User may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of On Tap. On Tap may assign or transfer this Agreement or any rights or obligations hereunder without notice to User. 16. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. 17. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom. 18. Entire Agreement. This Agreement constitutes the entire agreement between User and On Tap with respect to the use of the Service and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties.