Thru End User License Agreement

Thru End-User License Agreement

Updated March 2025

This EULA governs Customer’s access to and use of the Service for the period specified above. By accessing or using the Service, Customer agrees to be bound by this EULA and the Company’s policies, as may be updated from time to time. Customer represents and warrants that it has the authority to legally bind its organization to this EULA.

1. DEFINITIONS

1.1. “You” or “Your” means the individual or legal entity accessing or using the Service.
1.2. “Reseller” means the authorized partner or reseller from whom You purchased access to the Service. Resellers are not parties to this EULA unless explicitly stated.
1.3. “Confidential Information” means non-public information disclosed by Company to You in connection with the Service.
1.4. “Customer Data” means any data, information, or material provided or submitted by You to the Service.

2. LICENSE GRANT AND RESTRICTIONS

2.1. License Grant. Subject to this EULA, Company grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Your internal business purposes.
2.2. Restrictions. You shall not:
a) Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Service;
b) Reverse engineer, decompile, or disassemble the Service, except as permitted by law;
c) Access the Service to build a competitive product or service;
d) Remove any proprietary notices from the Service; or
e) Use the Service in violation of applicable laws, including export control laws or data protection laws.
2.3. Compliance by Users. Customer is responsible for ensuring all users comply with the terms of this EULA.

3. DATA PRIVACY AND CONFIDENTIALITY

3.1. Data Privacy.
(a) Customer retains ownership of all Customer Data. Thru will process Customer Data only as necessary to provide the Service and as permitted under applicable laws.
(b) Company will maintain administrative, physical, and technical safeguards to protect Customer Data.
(c) Company’s obligations regarding personal data are further outlined in its Data Processing Agreement (DPA), available upon request.
3.2. Confidentiality.
You agree not to disclose, use, or permit the use of Company’s Confidential Information except as necessary to use the Service. Confidential Information does not include information that:
i) is or becomes publicly available without breach of this EULA;
ii) was known to You prior to disclosure by Company; or
iii) is independently developed by You without reference to Company’s Confidential Information.

4. SUPPORT AND SERVICE LEVELS

4.1. Support. Company will provide technical support in accordance with its support policies: https://policy.thruinc.com/spd/thru-support-process.
4.2. Service Levels. Company will use commercially reasonable efforts to provide the Service with at least 99.9% availability, excluding scheduled maintenance and events beyond Company’s control. Notification of scheduled maintenance will be provided at least 48 hours in advance.
4.3. Severity categories and response times are as follows:

Severity #1- Severe business impact (e.g. no files are transferring) Cannot access site
Severity #2- High business impact (e.g. many files are not transferring, performance, degradation) Can access site.
Severity #3- Moderate business impact (e.g. some files are not transferring, performance, degradation) Standard Question.
Severity #4- Minor or no business impact (Request – Training or Professional Services)

Severity	Description of Severity Level	Target Time to Response	Target Time to Resolution
Severity 1 (S1)	Complete Loss of Service	2hrs	4hrs
Severity 2 (S2)	Major Loss of Functionality	4hrs	24hrs
Severity 3 (S3)	Standard issue	24hrs	72hrs
Severity 4 (S4)	General Questions and Training Requests	72hrs	96hrs

4.4. THRU Management Elevation escalates customer communication responsibility, of an open item’s status, through progressive levels of THRU management, for each subsequent reporting cycle as follows:

1st elevation – supervisor of help-desk support
2nd elevation – Customer Success Service Manager (department level manager)
3rd elevation – Director of Engineering (senior management representative)
4th elevation – COO (or another officer of the company)

5. TERM AND TERMINATION

5.1. Term. This EULA and Your license to use the Service will remain in effect until terminated as described below.
5.2. Termination. Company may terminate or suspend Your access to the Service immediately upon notice if You:
a) Violate this EULA and fail to cure the breach within 30 days of notice; or
b) Engage in unauthorized use of the Service.
Upon termination, You must cease all use of the Service. Customer Data will be available for download for 30 days following termination.

6. Disclaimer of Warranties

Save as expressly set out in this agreement, the licensed software is provided without any implied, or statutory warranty or condition of any kind, including without limitation any warranty or condition of merchantability, satisfactory quality, and fitness for a particular purpose.

7. Mutual Indemnification

Indemnification “A”. Customer shall indemnify and hold Thru, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that any Product infringes the rights of, or has caused harm to, a third party if Customer used the Product in violation of the instructions. Thru will (a) give written notice of the claim promptly to Customer; provided, however, that the failure to give such notice promptly to Customer shall not relieve Customer of its indemnification liability hereunder unless Customer is materially prejudiced in asserting any defense, counter-claim or cross-claim to such claim; (b) give Customer control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim without Thru’s written consent and Thru may participate in the defense of such claim at its own expense); and (c) provide to Customer all information reasonably requested by Customer and reasonable assistance.

Indemnification “B”. Thru shall indemnify and hold Customer and Customer’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) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by Thru of its representations or warranties; or (ii) a claim arising from breach of this Agreement by Thru; provided that Customer (a) promptly gives written notice of the claim to Thru; provided that the failure to give such notice promptly to Thru shall not relieve Thru of its indemnification liability hereunder unless Thru is materially prejudiced in asserting any defense, counter-claim or cross claim to such claim; (b) gives Thru control of the defense and settlement of the claim (provided that Thru may not settle or defend any claim without Customer’s written consent and Customer may participate in defense of such claim at its own expense);and (c) provide to Thru all information reasonably requested by Thru and reasonable assistance and (d) Thru has not compromised or settled such claim. Except as provided below, Thru agrees to indemnify, defend and hold harmless Customer from and against any and all claims that the Products infringe the intellectual property rights of a third party. In the event of such third-party claims of infringement, Thru shall have the option, at its expense, to (i) modify the Product to be non-infringing; or (ii) obtain for Customer a license to continue use of the Product. If it is not commercially reasonable to perform either of the above options, then Thru may terminate the right to use the Product and refund the fees paid for such Product.

8. GENERAL

8.1. Entire Agreement. This EULA constitutes the entire agreement between You and Company and supersedes all prior agreements.
8.2. Force Majeure. Neither party will be liable for failure to perform due to causes beyond their reasonable control, including natural disasters, cyberattacks, or governmental actions.
8.3. Notices. All notices under this EULA must be sent to the contact information provided by the other party, either via email or certified mail.

9. Governing Law/Venue

This agreement is governed by the substantive laws of the state of Texas without giving effect to any choice-of-law rules. Any actions or proceedings arising out of this agreement will be litigated exclusively in the superior court of Texas, Dallas county division, or the united states district court for the district of Texas. The parties hereby irrevocably consent to the jurisdiction of such courts. The united nations convention on contracts for the international sale of goods will not apply to this agreement.