FAQ for PurpleWASP End User SaaS Agreement

Thrixity Ltd. (“PurpleWASP”) is excited to welcome you to our growing community of customers. To streamline onboarding and provide transparency, we have prepared this FAQ to explain the core features of our Services and how our End User SaaS Agreement (“EUSA”) is designed to govern our relationship fairly and efficiently. We recommend that anyone reviewing our standard terms review this FAQ first.

What am I purchasing?

You are purchasing access to the PurpleWASP Services; a cloud-based software platform designed for policy management, distribution, review workflows, and compliance tracking. Our solution enables customers to create, distribute, and manage organizational policies efficiently while tracking user acknowledgments, reviews, and testing (as applicable).

Multi-Tenant SaaS Offering

• All customers operate on a shared infrastructure, architecture, and codebase.
• We do not provide custom software development, custom deliverables, or work-for-hire solutions.
• No intellectual property (“IP”) ownership is transferred between the parties. All rights, including platform enhancements or feedback, remain with PurpleWASP.
• We cannot accommodate customer-specific modifications to terms such as usage rights, privacy policies, service levels, or custom security procedures.

Nature of the Services

PurpleWASP enables organizations to:

• Draft, manage, and distribute corporate policies and related documents.
• Facilitate and automate policy review workflows.
• Track user attestations, acknowledgments, and quiz results (if applicable) for compliance purposes.

Important: PurpleWASP is not designed to process sensitive personal data beyond what is necessary for:

• User account credentials (e.g., usernames, emails).
• Compliance tracking (e.g., time-stamped acknowledgments, quiz scores linked to user accounts).

Customers should not upload sensitive personal information beyond what is reasonably necessary for proper use of the Services.

Why use the PurpleWASP EUSA?

Designed for Our Platform

Our EUSA reflects the nature of a shared, standardized SaaS platform. It covers the typical terms required for our multi-tenant architecture and avoids the complexities of customized security, privacy, or service-level terms, which cannot be tailored on a per-customer basis.

Fast Onboarding & Compliance

Our EUSA enables quick customer onboarding—accelerating time to value by allowing immediate access to compliance tools and policy workflows. Experience shows that customers onboard significantly faster when using our standardized EUSA versus negotiating third-party agreements.

Subscription Terms

PurpleWASP operates on a pre-paid, non-cancellable subscription model. Our pricing structure is designed around customer commitments, allowing us to continuously enhance the platform. Subscriptions may be one-year or multi-year (as specified in an Order Form) depending on your preferred term.

Is a Data Processing Agreement (DPA) Required under GDPR?

In most cases, no separate DPA is required for the use of PurpleWASP.

• We act as a data controller with respect to account and compliance-related data collected in connection with platform usage.
• The limited personal data processed (login credentials, emails, names for compliance reporting) is controlled by PurpleWASP for the purpose of delivering the Services.
• As such, Article 28 of the GDPR (which applies to data processors acting on behalf of controllers) generally does not apply to PurpleWASP’s provision of Services.

PurpleWASP End User SaaS Agreement

THIS END USER SAAS AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF THE PURPLEWASP SERVICES.

Thrixity Ltd. (“PurpleWASP”) permits you to purchase, access, and/or use the Services only in accordance with the terms of this Agreement.

If you register for a free trial of our Services or otherwise utilize free features, this Agreement will also govern that free trial, unless otherwise stated herein.

By accepting this Agreement—whether by clicking to accept, accessing or using the Services, or executing an Order Form that references this Agreement—you agree to be bound by this Agreement, including all terms incorporated by reference. If you do not have authority to bind your organization, or if you do not agree to these terms, you must not accept this Agreement and may not use the Services.

You may not access or use the Services if you are a direct competitor of PurpleWASP, except with our prior written consent. You also may not access the Services for purposes of competitive benchmarking, monitoring their performance or functionality, or other competitive purposes.

This Agreement was last updated as of the date above. It becomes effective between you and PurpleWASP on the earlier of:

• The date you accept this Agreement; or
• The date you first access or use the Services.

1. Definitions

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. “Control” means ownership or control of more than 50% of the voting interests of an entity.
1.2. “Agreement” means this End User SaaS Agreement.
1.3. “Applicable Data Privacy Laws” means data protection and privacy laws applicable to the processing of personal data, including but not limited to the EU General Data Protection Regulation 2016/679 (“GDPR”) and the California Consumer Privacy Act (“CCPA”).
1.4. “Beta Services” means features, technologies, or services not generally available to customers that may be offered by PurpleWASP for evaluation.
1.5. “Customer,” “you,” or “your” means the individual or legal entity entering into this Agreement.
1.6. “Customer Services Data” means electronic data submitted by or for Customer to the Services, or collected by PurpleWASP in connection with Customer's use of the Services (e.g., usernames, account data, policy documents, acknowledgments, workflow history, and audit logs).
1.7. “Documentation” means the official user guides, technical documentation, and feature descriptions provided by PurpleWASP relating to the Services.
1.8. “Disruption Event” means: (a) Customer's use of the Services that disrupts or interferes with the Services, other customers' use of the Services, or the PurpleWASP infrastructure; or (b) unauthorized third-party access to the Services.
1.9. “Generic Reports” means reports or analyses created by PurpleWASP that may include aggregated, anonymized Customer Services Data, and which do not identify Customer or any individual, for purposes such as improving the Services or generating benchmark reports.
1.10. “Malicious Code” means viruses, worms, trojan horses, ransomware, or other harmful or malicious code, files, scripts, or agents.
1.11. “Non-PurpleWASP Applications” means any software, services, or platforms not provided by PurpleWASP that may interoperate with the Services (such as third-party integrations or plugins).
1.12. “Non-PurpleWASP Materials” means third-party files, templates, or other materials made available by PurpleWASP within the Services but not owned or controlled by PurpleWASP.
1.13. “Order Form” means an ordering document (including an online purchase, quote, or subscription confirmation) specifying the Services purchased by Customer, including any related addenda or attachments.
1.14. “Personal Information” means information relating to an identified or identifiable individual, as defined under Applicable Data Privacy Laws.
1.15. “Privacy Policy” means PurpleWASP's Privacy Policy, as updated from time to time, available at: [https://purplewasp.com/privacy] (or such other URL as PurpleWASP may designate).
1.16. “Professional Services” means implementation assistance, training, or other consulting services provided by PurpleWASP under an Order Form (if any).
1.17. “Purchased Services” means Services (including Professional Services, if applicable) purchased by Customer under an Order Form, excluding any free trial or Beta Services.
1.18. “Reseller” means a PurpleWASP authorized reseller from whom Customer may purchase the Services.
1.19. “Services” means the PurpleWASP software-as-a-service offerings provided online by PurpleWASP, including associated support and Documentation. “Services” exclude Non-PurpleWASP Applications and related third-party content.
1.20. “SOW” means a Statement of Work for Professional Services purchased by Customer as part of the Purchased Services, if applicable.
1.21. “PurpleWASP,” “we,” or “us” means PurpleWASP.
1.22. “Subscription Term” means the period during which Customer and its Users are authorized to use the Services under an Order Form, including any renewals.
1.23. “Suspend” or “Suspension” means disabling access to the Services (in whole or in part) to prevent further use.
1.24. “User” means an individual authorized by Customer to use the Services, to whom Customer (or PurpleWASP) has issued login credentials. Users may include Customer's employees, contractors, consultants, or agents.

2. Free Trial

If Customer registers for a free trial or otherwise uses the Services for free, PurpleWASP will make certain Services available on a trial basis until the earlier of:

• (a) The end of the applicable free trial period; or
• (b) The start date of any Purchased Services ordered by Customer.

IMPORTANT: Customer Services Data, reports, and customizations generated during the free trial may be deleted or permanently lost unless Customer purchases a subscription to the same Services (or upgrades to a higher-tier service) before the trial ends.

PurpleWASP shall have no liability for any data loss or damage arising from use of a free trial.

DISCLAIMER: During any free trial, the Services are provided “as-is” without warranty of any kind, including those set forth in Section 8 (Representations, Warranties, and Disclaimers).

We recommend reviewing the Documentation during your trial to fully understand the features and capabilities of the Services before purchasing.

3. PurpleWASP Responsibilities

3.1 Provision of Purchased Services

PurpleWASP will:

• (a) Provide the Purchased Services in accordance with this Agreement and applicable Order Forms/SOWs;
• (b) Provide standard support for Purchased Services at no extra charge.

However, the Services may be temporarily unavailable due to:

• Planned maintenance (with advance notice when practicable);
• Events beyond our reasonable control, such as:
  • Natural disasters, pandemics, civil unrest, labor disputes (excluding PurpleWASP employees), government actions, Internet outages, failures of third-party applications, or denial-of-service attacks.

PurpleWASP may enhance or modify the Services at any time, but will not materially reduce the core functionality of Purchased Services during a Subscription Term without prior notice under Section 12.1 (Notices).

3.2 Protection of Customer Services Data

PurpleWASP will implement industry-standard administrative, physical, and technical measures to protect the security, confidentiality, and integrity of the Services and Customer Services Data. These measures include:

• Secure IT infrastructure;
• Incident response and breach notification protocols;
• Access control policies to prevent unauthorized use, disclosure, or modification of Customer Services Data by PurpleWASP personnel.

PurpleWASP will promptly notify Customer in the event of any confirmed breach affecting the security or confidentiality of Customer Services Data.

3.3 Beta Services

From time to time, PurpleWASP may offer access to Beta Services at no charge. Participation in Beta Services is entirely optional.

Beta Services will be clearly labeled as “beta,” “pilot,” “preview,” or with a similar designation, and:

• Are intended for evaluation purposes only, not production use;
• Are not considered “Services” under this Agreement;
• Are provided “as-is” without support, warranties, or guarantees;
• May be modified or discontinued at any time without notice;
• May be subject to additional terms.

PurpleWASP has no liability for harm, data loss, or other damages arising from use of Beta Services.

4. Use of Services; Third-Party Applications; Affiliates

4.1 Subscriptions

Unless otherwise specified in an applicable Order Form:

• (a) Services are purchased on a subscription basis;
• (b) Additional subscriptions may be added during the Subscription Term, with fees prorated for the remainder of the current Subscription Term;
• (c) Any additional subscriptions will terminate at the same time as the original Subscription Term, subject to any applicable auto-renewals described in Section 11.2.

4.2 Usage Limits

The Services may be subject to usage limits as set forth in the applicable Order Form(s).

If Customer exceeds agreed usage limits:

• PurpleWASP may charge additional fees if the Customer fails to reduce usage within ten (10) days of notice; and
• Customer’s usage limits will be adjusted accordingly for the remainder of the Subscription Term (and any renewal, if applicable).

4.3 Customer Responsibilities

Customer agrees to:

• (a) Ensure Users comply with this Agreement and remain responsible for their actions;
• (b) Ensure the accuracy, quality, and legality of Customer Services Data, including obtaining any required consents or rights for its use;
• (c) Prevent unauthorized access to the Services (including safeguarding User credentials) and promptly notify PurpleWASP of any unauthorized use;
• (d) Comply with applicable terms for any third-party application integrated with the Services.

4.4 Usage Restrictions

Customer shall not:

• (a) Use the Services for anyone other than itself and its authorized Users;
• (b) Sell, resell, license, sublicense, rent, or otherwise distribute the Services or outputs (such as reports or analytics) to third parties;
• (c) Use the Services to store or transmit unlawful, infringing, or otherwise tortious material, or to store material that violates third-party rights;
• (d) Use the Services to transmit or store malicious code;
• (e) Use the Services for purposes that violate applicable law or this Agreement, or for fraudulent or malicious purposes;
• (f) Interfere with or disrupt the integrity or performance of the Services or third-party data;
• (g) Attempt to gain unauthorized access to the Services or related systems;
• (h) Circumvent contractual usage limits;
• (i) Copy, publish, or display any Service or its components, except for reasonable internal use or backup purposes;
• (j) Remove proprietary notices from materials accessed via the Services;
• (k) Frame or mirror the Services on any other site, except internally for authorized business use;
• (l) Use the Services to build a competing product or service or to monitor functionality for competitive purposes;
• (m) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services.

4.5 Privacy

4.5.1 PurpleWASP Privacy Policy

PurpleWASP may collect personal information in connection with Customer’s use of the Services. PurpleWASP’s Privacy Policy (available at https://purplewasp.com/privacy) explains what data is collected, why, and how it may be shared.

4.5.2 Customer’s Privacy Obligations

Customer represents that it has complied with all Applicable Data Privacy Laws regarding the collection and disclosure of personal information it submits to PurpleWASP and acknowledges that it remains responsible for its own legal obligations under those laws.

4.5.3 PurpleWASP’s Privacy Commitments

PurpleWASP acts as an independent data controller regarding the personal data it receives from Customers or Users. PurpleWASP assumes its own legal responsibilities for such data under Applicable Data Privacy Laws and does not rely on Customer for legal compliance as a controller.

4.6 Suspension

If PurpleWASP becomes aware that a User has violated this Agreement, it may:

• Request that Customer suspends the User;
• If Customer fails to act, PurpleWASP may suspend the User directly.

Suspensions will remain in effect until the issue is resolved. In urgent cases involving a Disruption Event (e.g., service integrity or security risks), PurpleWASP may suspend Services immediately without prior notice but will notify Customer as soon as reasonably possible.

4.7 Third-Party Applications

4.7.1 Acquisition and Use

PurpleWASP or third parties may offer third-party products or integrations (collectively “Third-Party Applications”). Any data exchange between Customer and the third-party provider is solely between those parties. PurpleWASP:

• Makes no warranties for such Third-Party Applications;
• Is not responsible for their availability, functionality, or any related services or terms, including privacy practices.

4.7.2 Access to Customer Services Data

If Customer enables a Third-Party Application, it grants PurpleWASP permission to allow the third party to access Customer Services Data as necessary for interoperability. PurpleWASP disclaims liability for any disclosure, deletion, or modification of Customer Services Data caused by such integrations.

4.7.3 Interoperability

The Services may include functionality designed to integrate with Third-Party Applications. Customer is responsible for obtaining any required licenses or subscriptions for such third-party services.

4.7.4 Use of Third-Party Materials

Third parties may also make available templates, documents, or other materials (“Third-Party Materials”) within the Services. Such materials are provided “as-is,” and PurpleWASP makes no warranties or guarantees regarding their accuracy, legality, or usefulness.

5. Fees and Payment for Purchased Services

5.1 Reseller Purchases

If Customer purchases the Services through a Reseller, all payment terms (including pricing, billing, payment methods, and late payment charges) will be governed by Customer’s agreement with the Reseller. These payment terms will take precedence over this Section 5.

PurpleWASP may suspend or terminate Customer’s access to the Services if:

• The Reseller fails to pay PurpleWASP due to Customer’s non-payment; or
• Customer breaches this Agreement.

The agreement between Customer and the Reseller:

• Does not modify this Agreement, except with respect to payment terms in this Section 5;
• Is not binding on PurpleWASP beyond the payment-related provisions.

5.2 Fees

Customer agrees to pay all fees stated in the applicable Order Form.

Unless otherwise noted:

• Fees are based on the Services purchased, not actual usage;
• Payment obligations are non-cancellable and fees paid are non-refundable (except as explicitly provided in Section 11.4);
• Subscription quantities cannot be reduced during the Subscription Term.

5.3 Invoicing and Payment

Fees will be invoiced in advance, either annually or according to the billing schedule stated in the Order Form.

Unless otherwise specified in the Order Form:

• Invoices are due upon receipt and must be paid within thirty (30) days from the invoice date;
• Late payments will accrue interest at 1.5% per month (or the maximum amount allowed by law, whichever is lower);
• Customer must provide complete and accurate billing and contact information and keep this information up to date.

PurpleWASP may use third-party payment processors (such as Stripe) to process payments, and Customer agrees that these providers may receive payment information to complete transactions.

5.4 Overdue Charges

If any undisputed invoice remains unpaid after thirty (30) days:

• PurpleWASP may require shorter payment terms for future renewals or orders; and/or
• Customer may be required to pay reasonable collection or legal fees incurred by PurpleWASP in recovering overdue amounts.

5.5 Suspension of Service and Acceleration

If any amount due under this Agreement or any other agreement with PurpleWASP remains unpaid for thirty (30) days or more:

• PurpleWASP may accelerate all outstanding fees, making them immediately due; and
• PurpleWASP may suspend Customer’s access to the Services until all overdue amounts are paid in full.

PurpleWASP will provide at least 10 days’ advance written notice before suspending Services for non-payment.

5.6 Taxes

Fees do not include taxes, levies, or other governmental charges (collectively, “Taxes”).

Customer is responsible for paying all applicable Taxes related to its purchases under this Agreement.

If PurpleWASP is required to pay or collect Taxes on Customer’s behalf, PurpleWASP will invoice Customer for those Taxes, unless Customer provides a valid tax exemption certificate.

PurpleWASP remains responsible for taxes based on its own income, property, or employees.

5.7 Future Functionality

Customer acknowledges that its purchase of the Services is not dependent on any future functionality, features, or public statements about future product offerings by PurpleWASP.

6. Proprietary Rights and Licenses

6.1 Reservation of Rights

Except for the limited rights expressly granted in this Agreement:

• PurpleWASP retains all rights, title, and interest in the Services and related intellectual property;
• Customer retains all rights, title, and interest in Customer Services Data, subject to PurpleWASP’s limited rights to use such data under Section 6.2.

No rights are granted to Customer except as explicitly stated herein.

6.2 PurpleWASP’s Rights to Use Customer Services Data

Customer grants PurpleWASP the right to use Customer Services Data, in accordance with applicable law, to:

• Provide the Services as described in this Agreement and the Privacy Policy;
• Communicate with Users as necessary for Service delivery;
• Prevent or address technical or security issues;
• Comply with legal obligations; or
• Use such data as expressly permitted by Customer.

PurpleWASP may also use Customer Services Data in an aggregated, de-identified manner for:

• Product development and improvement;
• Analytics, benchmarking, and usage statistics;
• Marketing or other internal business purposes.

Such use will:

• Not identify Customer or its Users;
• Only include anonymous, generalized usage statistics when publicly disclosed.

6.3 License by Customer to Use Feedback

Customer grants PurpleWASP a perpetual, worldwide, irrevocable, transferable, royalty-free license to use and incorporate into the Services any feedback, suggestions, or recommendations provided by Customer or Users.

PurpleWASP will not publicly attribute such feedback to Customer.

7. Confidentiality

7.1 Definition of Confidential Information

“Confidential Information” means all confidential or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

PurpleWASP’s Confidential Information includes:

• The Services;
• Any proprietary materials, features, or documentation related to the Services.

Customer’s Confidential Information includes:

• Customer Services Data.

Confidential Information also includes:

• Proprietary pricing, quotes, or Order Forms;
• Business and marketing plans;
• Technical and product information;
• Product designs and business processes.

However, Confidential Information does not include information that:

1. Becomes publicly known without breach of this Agreement;
2. Was already known by the Receiving Party without a confidentiality obligation;
3. Is rightfully received from a third party without a confidentiality obligation;
4. Is independently developed by the Receiving Party, as evidenced by written records.

7.2 Protection of Confidential Information

The Receiving Party agrees to:

• (a) Use the same level of care it uses to protect its own similar confidential information (at least reasonable care);
• (b) Use Confidential Information only as necessary to fulfill its obligations under this Agreement;
• (c) Disclose Confidential Information only to its employees, officers, contractors, or agents (or those of its Affiliates) who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as this Agreement.

The Receiving Party remains fully responsible for compliance by anyone it shares Confidential Information with under this section.

7.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information if legally required (by law, court order, or regulatory authority), provided that it:

• Gives the Disclosing Party advance notice (to the extent permitted by law);
• Provides reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest disclosure.

If disclosure is required as part of a civil proceeding where the Disclosing Party is involved and does not contest the disclosure, the Disclosing Party shall reimburse the Receiving Party for reasonable costs incurred in providing secure access to the Confidential Information.

8. Representations, Warranties, Exclusive Remedies, and Disclaimers

8.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal authority to do so.

8.2 PurpleWASP Warranties

PurpleWASP warrants that:

• (a) The Purchased Services will operate materially in accordance with the Documentation;
• (b) Any Professional Services provided (if applicable) will be performed in a professional and workmanlike manner;
• (c) PurpleWASP has used commercially reasonable efforts to prevent introduction of malicious code into the Services.

If PurpleWASP breaches these warranties, Customer’s exclusive remedy is described in Section 11.3 (Termination) and Section 11.4 (Refund or Payment upon Termination).

8.3 Mutual Warranties

Each party warrants that it will comply with all laws and regulations applicable to its performance or use of the Services, including any applicable data protection and security breach notification laws.

8.4 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS-IS.”

Each party disclaims all other warranties, express, implied, statutory, or otherwise; including implied warranties of:

• Merchantability,
• Fitness for a particular purpose,
• Non-infringement.

Each party also specifically disclaims liability for harm or damages caused by third-party hosting providers or third-party applications.

9. Mutual Indemnification

9.1 Indemnification by PurpleWASP

PurpleWASP will defend Customer against any third-party claim, demand, or legal proceeding alleging that Customer’s authorized use of the Purchased Services in accordance with this Agreement infringes or misappropriates that third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for:

• Damages awarded against Customer, and
• Reasonable attorney fees and costs,

arising from such a claim, provided that:

• (a) Customer promptly notifies PurpleWASP in writing of the Claim Against Customer;
• (b) PurpleWASP has sole control over the defense and settlement of the claim (provided that any settlement must fully release Customer from liability without restrictions);
• (c) Customer reasonably cooperates in the defense, at PurpleWASP’s expense.

If PurpleWASP believes the Services may infringe a third party’s rights, PurpleWASP may, at its own expense:

• (i) Modify the Services to avoid infringement without reducing functionality;
• (ii) Obtain a license allowing Customer to continue using the Services;
• (iii) If neither option is feasible, terminate the affected subscription with 30 days’ notice and refund any prepaid fees for the remainder of the Subscription Term.

This indemnification obligation does not apply if the Claim Against Customer arises from:

1. Use of third-party applications not provided by PurpleWASP;
2. Customer’s breach of this Agreement;
3. Customer’s negligence, recklessness, or willful misconduct;
4. Use of the Services in combination with other products or data not provided by PurpleWASP;
5. Modifications to the Services by anyone other than PurpleWASP.

9.2 Indemnification by Customer

Customer will defend PurpleWASP against any third-party claim, demand, or legal proceeding alleging that:

• Customer Services Data; or
• Customer’s use of the Services in violation of this Agreement

infringes or misappropriates that third party’s intellectual property rights (a “Claim Against PurpleWASP”), and Customer will indemnify PurpleWASP for:

• Damages awarded against PurpleWASP, and
• Reasonable attorney fees and costs

arising from such a claim, provided that:

• (a) PurpleWASP promptly notifies Customer in writing of the claim;
• (b) Customer has sole control over the defense and settlement of the claim (provided that any settlement must fully release PurpleWASP from liability without restrictions);
• (c) PurpleWASP reasonably cooperates in the defense, at Customer’s expense.

This indemnification obligation does not apply if the Claim Against PurpleWASP arises from:

1. PurpleWASP’s breach of this Agreement; or
2. PurpleWASP’s negligence, recklessness, or willful misconduct.

9.3 Exclusive Remedy

This Section 9 states each party’s sole liability and the other party’s exclusive remedy for the specific types of claims covered by this section.

10. Limitation of Liability

10.1 Limitation of Liability

Except for:

• Each party’s indemnification obligations under Section 9, and
• Customer’s payment obligations under Section 5,

Neither party’s total liability for any single incident or series of related incidents arising out of or related to this Agreement will exceed the amount Customer paid to PurpleWASP in the 12 months before the event giving rise to the liability.

In no event will either party’s total cumulative liability under this Agreement exceed the total amount paid by Customer to PurpleWASP under this Agreement.

These limitations apply regardless of the legal theory (contract, tort, etc.) and apply to the fullest extent permitted by law.

10.2 Exclusion of Consequential and Related Damages

Except for indemnification obligations under Section 9, neither party will be liable to the other for:

• Lost profits or revenues,
• Indirect, special, incidental, consequential, or punitive damages,
• Damages for loss of goodwill or business interruption,

Even if a party knew or should have known that such damages were possible. This limitation applies regardless of the legal theory and to the fullest extent allowed by law.

11. Term and Termination

11.1 Term of Agreement

This Agreement begins on the Effective Date (as defined in the applicable Order Form or signature page) and remains in effect as long as PurpleWASP is providing Services to Customer.

11.2 Term of Purchased Subscriptions; Auto-Renewal

The Subscription Term, including renewals, will be as specified in the applicable Order Form.

If no term is specified, the initial term will be one (1) year, automatically renewing for successive one-year terms (or the length of the expiring term, if shorter) unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

11.3 Termination

Either party may terminate this Agreement, an Order Form, or a Statement of Work (SOW):

1. Upon 30 days’ written notice for a material breach that remains uncured after that notice period;
2. If the other party becomes insolvent or subject to bankruptcy, receivership, liquidation, or similar proceedings;
3. Upon 10 days’ written notice if the other party has committed material breaches on two or more separate occasions, regardless of cure.

11.4 Refund or Payment upon Termination

If Customer terminates this Agreement for PurpleWASP’s uncured material breach under Section 11.3(1) or (3):

• PurpleWASP will refund any prepaid fees covering the remainder of the terminated Subscription Term.

If PurpleWASP terminates this Agreement under Section 11.3:

• Customer must pay any unpaid fees covering the remainder of the Subscription Term.

In all cases, Customer remains responsible for fees incurred before termination.

11.5 Customer Services Data

After this Agreement terminates or expires, PurpleWASP has no obligation to retain or provide access to Customer Services Data and may delete it unless prohibited by law.

11.6 Surviving Provisions

Sections of this Agreement intended to survive termination (such as payment, confidentiality, disclaimers, indemnification, and liability limitations) will remain in effect after termination.

12. Notices, Governing Law, and Jurisdiction

12.1 Manner of Giving Notice

All notices, approvals, and other communications under this Agreement must be in writing and are deemed delivered:

• (i) Upon personal delivery;
• (ii) Two (2) business days after mailing via a recognized courier;
• (iii) Two (2) business days after confirmed facsimile transmission; or
• (iv) One (1) business day after sending by email (except notices related to indemnification claims, which require another delivery method).

Notices to PurpleWASP must be addressed to:

Thrixity Ltd.
Attn: Legal Department
61 Bridge Street, Kington, Herefordshire, United Kingdom, HR5 3DJ
Email: legal@purplewasp.com

Billing-related notices to Customer shall be addressed to the billing contact designated by Customer.
All other notices to Customer shall be directed to the Services system administrator designated by Customer.

12.2 Governing Law and Jurisdiction

Each party agrees that this Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Each party submits to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or relating to this Agreement and waives any objections to such jurisdiction or venue.

13. General Provisions

13.1 Entire Agreement and Order of Precedence

This Agreement, including any applicable Order Forms and Statements of Work, constitutes the entire agreement between Customer and PurpleWASP regarding the Services and supersedes all prior agreements, proposals, or representations, whether oral or written, relating to its subject matter (including any NDAs solely covering evaluation of the Services).

No waiver, amendment, or modification of this Agreement or any Order Form will be effective unless in writing and signed by both parties.

Any additional or conflicting terms in Customer purchase orders or similar documents (other than Order Forms) are void.

In the event of a conflict between documents, the following order of precedence applies:

1. The applicable Order Form or SOW;
2. This Agreement;
3. The Documentation.

13.2 Assignment

Neither party may assign this Agreement without the other’s written consent (not to be unreasonably withheld), except that either party may assign it:

• To an Affiliate; or
• In connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets.

However, if the assignment is to a direct competitor of the other party, the other party may terminate this Agreement with written notice.

13.3 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.4 Third-Party Beneficiaries

The parties do not intend to create any third-party beneficiaries of this Agreement, and nothing in this Agreement is intended, nor shall anything herein be construed to create any rights, legal or equitable, in any person other than the Parties to this Agreement.

13.5 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.6 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.7 Headings

Headings are used in this Agreement and all associated agreements solely for convenience and shall not be deemed to affect the meaning or intent of the applicable agreement or any provision therein.

13.8 Equitable Relief

Nothing in this Agreement limits either party’s ability to seek equitable relief, including injunctive relief.

13.9 Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including:

• Natural disasters,
• War, terrorism, or civil unrest,
• Government actions,
• Labor disputes,
• Internet outages,
• Pandemics or epidemics.

This does not excuse payment obligations.

13.10 Jury Trial Waiver

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims (including negligence), breach of duty claims, and all other common law and statutory claims.

This section has been fully discussed by each of the parties hereto and these provisions will not be subject to any exceptions.

Each party further warrants and represents that it has reviewed this waiver with its legal counsel and knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.