1.2 Interpretation:

1.2.1 Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:

(a) is a reference to it as amended, extended or re-enacted from time to time;

and

(b) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3 A reference to writing or written includes emails.

2. GRANT AND SCOPE OF ACCESS AGREEMENT

2.1 In consideration of you agreeing to abide by the terms of this Access Agreement, we grant to you a revocable, non-exclusive, non-transferable, limited right to access and use the Mesh Services to which you are given access.

2.2 You may access and use the Mesh Services for internal business purposes only.

3. RESTRICTIONS

3.1 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Mesh Services that:

3.1.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

3.1.2 facilitates illegal activity;

3.1.3 depicts sexually explicit images;

3.1.4 promotes unlawful violence;

3.1.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

3.1.6 is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

3.2 You undertake to Mesh:

3.2.1 to comply with the terms of this Access Agreement and the terms of the Bitdefender Access Agreement accessible here https://www.meshsecurity.io/third-party-components;

3.2.2 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

3.2.2.1 not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;

3.2.2.2 not to attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

3.2.3 not to access all or any part of the Mesh Services and Documentation in order to build a product or service which competes with the Mesh Services and/or the Documentation;

3.2.4 not to use the Mesh Services and/or Documentation to provide services to third parties;

3.2.5 not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Mesh Services and/or Documentation available to any third party;

3.2.6 not to attempt to obtain, or assist third parties in obtaining, access to the Mesh Services and/or Documentation, other than as provided under this clause 3;

3.2.7 not to introduce or permit the introduction of, any Virus or Vulnerability into Mesh’s network and information systems;

3.2.8 to provide Mesh with details of your identity, your address, and usage of the Mesh Services as Mesh may require from time to time; and

3.2.9 to comply with any and all requirements relating to security of the Software and of the Mesh Services as notified to you through the Software by Mesh from time to time.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge that all Intellectual Property Rights in the Software, the Documentation and the Mesh Services anywhere in the world belong to us and our licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software, the Documentation or the Mesh Services other than the right to use them in accordance with the terms of this Access Agreement.

4.2 You acknowledge that you have no right to have access to the Software in source code form.

4.3 Additionally, Bitdefender SDK, © Bitdefender 1997-2024 (Bitdefender) is a licensor to Mesh for advanced malware detection and sandboxing accessible here https://www.meshsecurity.io/third-party-components. You acknowledge and agree that all Intellectual Property Rights in Bitdefender are owned by Bitdefender SDK and its licensors.

4.4 You acknowledge and agree that Bitdefender shall have the right to protect its Intellectual Property Rights in any of its software accessed by and you further acknowledge and agree that Bitdefender shall have the right to enforce the terms of its Access Agreement (accessible above) against you. These rights apply notwithstanding the provisions of the Services Agreement.

5 MESH SERVICES AND DISCLAIMER OF WARRANTIES

5.1 Mesh shall use commercially reasonable endeavours to:

5.1.1 make the Mesh Services available 24 hours a day, seven days a week, except for:

5.1.1.1 planned maintenance carried out outside of Normal Working Hours; and

5.1.1.2 unscheduled maintenance performed outside Normal Working Hours, provided that Mesh has used reasonable endeavours to give the Mesh Client at least 6 Normal Working Hours' notice in advance.

5.2 Mesh undertakes that the Mesh Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.3 Mesh:

5.3.1 does not warrant that:

5.3.1.1 the use of the Mesh Services will be uninterrupted or error-free; or

5.3.1.2 that the Mesh Services, the Software, the Documentation and/or the information obtained through the Mesh Services will meet your requirements; or

5.3.1.3 the Software or the Mesh Services will be free from Vulnerabilities or Viruses.

5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Mesh Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4 Mesh may from time to time provide you with updates, including security updates that contain bug fixes or modifications, to the Software and/or the Mesh Services to keep the Software and/or the Mesh services in conformity with the Documentation.

5.5 Except as expressly and specifically provided in this Agreement and to the maximum extent permitted by Applicable Law:

5.5.1 you assume sole responsibility for results obtained from your use of the Mesh Services, the Software and the Documentation, and for conclusions drawn from such use. Mesh shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mesh by your or the Mesh Client in connection with the Mesh Services, or any actions taken by Mesh at your or the Mesh Client's direction;

5.5.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

5.5.3 the Mesh Services, the Software and the Documentation are provided on an "as is" basis.

5.6 Your access to the Software, the Documentation and the Mesh Services is subject to the continuation of the Services Agreement. Without prejudice to any other right or remedy we may have, if the Mesh Client fails to pay us any sum due under the Services Agreement as and when it falls due, we may suspend all or part of the Mesh Services until payment has been made in full. During any such suspension of the Mesh Services no emails will be monitored, detected or blocked by us for the Mesh Client and/or for you which may also cause disruption to or delays in email delivery to the Mesh Client and/or to you. We will not be responsible for any risk or liability howsoever arising from the suspension of the Mesh Services due to non-payment.

6 LIMITATION OF LIABILITY

6.1 You acknowledge that the Mesh Services have not been developed to meet your individual requirements, including in particular any cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Mesh Services meet your requirements.

6.2 We only grant access to the Mesh Services for the internal business purposes of the Mesh Client and its Authorised Users, and you agree not to use the Mesh Services for any other purpose including for re-sale purposes.

6.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Access Agreement for:

6.3.1 loss of profits, sales, business, or revenue;

6.3.2 business interruption;

6.3.3 loss of anticipated savings;

6.3.4 loss or corruption of data or information;

6.3.5 loss of business opportunity, goodwill or reputation; where any of the losses set out immediately above are direct or indirect; or

6.3.6 any special, indirect or consequential loss, damage, charges, or expenses.

6.5 Other than the losses set out in condition 6.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Access Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to €1,000. This maximum cap does not apply to condition 6.6.

6.6 Nothing in this Access Agreement shall limit or exclude our liability for:

6.6.1 death or personal injury resulting from our negligence;

6.6.2 fraud or fraudulent misrepresentation;

6.6.3 any other liability that cannot be excluded or limited by Irish law.

6.7 This Access Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software, Documentation and/or the Mesh Services. Except as expressly stated in this Access Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software, Documentation and/or the Mesh Services which might otherwise be implied into, or incorporated in, this Access Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

7 TERMINATION

7.1 Subject to condition 7.4, Mesh may suspend your access to the Mesh Services or terminate this Access Agreement immediately by written notice to you or to the Mesh Client in either case at our option if you commit a breach of this Access Agreement.

7.2 On the expiry or termination of this Access Agreement:

7.2.1 all rights granted to you under this Access Agreement shall cease;

7.2.2 you must immediately cease all activities authorised by this Access Agreement; and

7.2.3 you must immediately and permanently delete any Mesh Confidential Information to which you have been granted access.

7.3 We may amend and/or update this Access Agreement including any condition thereof at any time. If we do so, we shall indicate online, the date these conditions were amended and have effect from.

7.4 You acknowledge and agree that this Access Agreement shall end if the Service Agreement between the Mesh Client and Mesh expires or is terminated for any reason.

8 COMMUNICATIONS BETWEEN US

8.1 If you do not accept the terms of this Access Agreement as amended from time to time by us you must immediately stop using and accessing the Mesh Services.

8.2 If we have to contact you, we will do so by email.

8.3 Note that any notice:

(a) given by us to you will be deemed received and properly served 24 hours after it is first posted on our platform for the Mesh Services, and 24 hours after an email is sent.

(b) given by you to us will be deemed received and properly served 24 hours after an email is sent.

8.2 In proving the service of any notice, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

8 EVENTS OUTSIDE OUR CONTROL

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Access Agreement that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 9.2.

9.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Access Agreement:

9.3.1 our obligations under this Access Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

9.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Access Agreement may be performed despite the Event Outside Our Control.

10 HOW WE MAY USE YOUR PERSONAL INFORMATION

10.1 Under data protection legislation, we are required to provide certain information about who we are, how we process the Personal Data of those individuals who use the Software, the Documentation and the Mesh Services for what purposes and those individuals' rights in relation to their Personal Data and how to exercise them. This information is provided in our Privacy Notice and it is important that you read that information.

10.2 To the extent we Process the Client Personal Data in the provision of the Mesh Services, the provisions of the Data Processing Agreement shall apply and are incorporated herein by reference.

11 OTHER IMPORTANT TERMS

11.1 We may transfer our rights and obligations under this Access Agreement to another organisation, but this will not affect your rights or our obligations under this Access Agreement.

11.2 You may only transfer your rights or your obligations under this Access Agreement to another person if we agree in writing.

11.3 This Access Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

11.4 You acknowledge that in entering into this Access Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Access Agreement.

11.5 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Access Agreement.

11.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.7 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.8 Each of the conditions of this Access Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

11.9 This Access Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Irish law. We both irrevocably agree to the exclusive jurisdiction of the courts of Ireland.

Last updated: November 2023