Clariti Beta Agreement

01 Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Customer Data" means electronic data and information submitted by or for Customer to the Service.

"Documentation" means any guides and policies for the Service, as updated from time to time, accessible via www.app-clariti.site.

“Manufacturers” means Clariti’s Affiliates, and customers of Clariti and its Affiliates, whose products are incorporated into the Service.

"Service" means the Clariti software products, applications, features, functions or other technology available via www.app-clariti.site that Clariti (i) has made available to Customer under this Agreement, and (ii) has designated as pilot, beta, preview, or by similar description.

"Users" means individuals who are authorised by Customer to use the Service and have been supplied user identifications and passwords by Customer (or by Clariti at Customer's request). Users may include but are not limited to employees, consultants, contractors, and agents of Customer.

02 Use of Service

Clariti shall make the Service available to Customer at no charge for evaluation purposes, subject to the terms of this Agreement and the Documentation. Customer shall allow only Users to access the Service, and only for the purposes described by Clariti. The Service is provided "as-is," is not supported, and may be subject to additional terms as set forth in supplemental exhibits.

03 Protection of Customer Data

Clariti will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorised access to or disclosure of Customer Data (other than by Customer or Users).  For information regarding how we process personal data, please refer to our Privacy Policy

04 Changes to Service

Clariti reserves the right to make changes to the Service at any time without notice. This may include adding or removing features and suspending or discontinuing the Service.

05 Transition to Paid Model

The current version of the Service is provided free of charge as part of Clariti’s beta testing phase. Clariti reserves the right to introduce a paid model in the future. Customer will be provided with at least 30 days' notice before any charges are implemented. During this notice period, Customer will receive information about the new pricing structure, the features included in the paid model, and any other relevant changes to the terms of service. Continued use of the Service beyond the beta phase will be conditional upon Customer’s acceptance of the updated terms, including payment terms and applicable fees. If Customer does not accept the new terms, Customer’s access to the Service will be terminated. By continuing to use the Service after the notice period, Customer agrees to comply with the updated terms and any applicable fees.

06 Sharing Data

CERTAIN PARTS OF CUSTOMER DATA, SUCH AS COMPANY NAME, PROJECT NAME, AND PRODUCT(S) USED AND/OR SPECIFIED, MAY BE SHARED WITH MANUFACTURERS. THIS SHARING HELPS MANUFACTURERS UNDERSTAND THE USE OF THEIR PRODUCTS WITHIN THE SERVICE. BY USING THE SERVICE, YOU CONSENT TO THIS DATA SHARING.

07 Licence Granted by Customer

Customer grants Clariti a licence to host, copy, transmit and display Customer Data for the purposes of (i) providing the Service, (ii) sharing with Manufacturers as described in clause 6; and (iii) training and improving the Service and any other current and future features, products and/or services of Clariti and/or its Affiliates. Customer acknowledges that Clariti and/or its Affiliates may access, use, store, and transmit Customer Data submitted to the Service for the purposes described above. Customer grants Clariti and its Affiliates a perpetual, irrevocable, non-exclusive, worldwide, royalty-free licence to use Customer Data, in a form that cannot be linked to any individual Customer, to perform and compile analyses for use and incorporation into current and future products or services.

08 Proprietary Rights

Subject to the limited rights expressly granted under this Agreement, Clariti and its licensors reserve all rights, title and interest in and to the Service (including reports, data, assessments, analyses or compilations of Customer Data, collected by, derived from, created by or returned by the Service, including any derivative works thereof), including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Subject to the limited licences granted herein, Clariti acquires no right, title or interest from Customer or its licensors under this Agreement in or to Customer Data; however, Clariti retains all rights, title and interest in and to any derivative works, reports, data, assessments, analyses, or compilations of Customer Data, provided such derivative works cannot be reverse-engineered to reveal Customer Data.

09 Feedback

Customer agrees to provide ongoing feedback to Clariti regarding the Service. Clariti shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users, relating to the operation of the Service.

10 Protection of Confidential Information

Information that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that is identified as confidential or that would reasonably be understood to be confidential based on the nature of the information or the circumstances surrounding its disclosure, is Confidential Information of the Disclosing Party. The Service and all information provided or disclosed to Customer relating to the Service is Confidential Information of Clariti and Customer Data is Confidential Information of Customer. For the avoidance of doubt, information as described in clause 6 (company name, project name, and/or product(s) used and/or specified) shall not be considered Confidential Information for the purposes of this Agreement, to the extent such information is shared in accordance with clause 6. The Receiving Party shall (i) use the same degree of care to protect such Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors, agents and professional advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections no less stringent than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

11 Term

This Agreement shall commence on the Effective Date and will remain in effect unless terminated in accordance with clause 16. Notwithstanding the foregoing, Customer’s right to use any particular Service under this Agreement will commence on the date Clariti makes such Service available to Customer, and will end on the earlier of (i) the date the applicable successor Service becomes generally available, or (ii) termination in accordance with clause 16. At the time of termination, the Customer shall destroy all copies of the Service and the Documentation.

12 No Warranty

THE SERVICE IS PROVIDED "AS-IS," WITHOUT ANY WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CLARITI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICE MAY CONTAIN BUGS OR ERRORS. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. CUSTOMER ACKNOWLEDGES THAT CLARITI MAY DISCONTINUE THE SERVICE AT ANY TIME IN ITS SOLE DISCRETION AND MAY NEVER MAKE AN APPLICABLE SUCCESSOR SERVICE AVAILABLE.

13 Disclaimer of outputs

CUSTOMER ACKNOWLEDGES THAT ANY CALCULATIONS, DESIGNS, REPORTS OR OTHER OUTPUTS (TOGETHER “OUTPUTS”) GENERATED BY THE SERVICE ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY. CLARITI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR SUITABILITY OF SUCH OUTPUTS. CUSTOMERS ARE RESPONSIBLE FOR VERIFYING AND VALIDATING THE ACCURACY AND APPROPRIATENESS OF ALL OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO ENGINEERING DESIGNS, CONSTRUCTION PROJECTS OR ANY PROFESSIONAL USE.

14 No Damages

IN NO EVENT SHALL CLARITI HAVE ANY LIABILITY TO CUSTOMER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA, OR USE, HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15 Indemnity

CUSTOMER AGREES TO INDEMNIFY AND HOLD CLARITI AND ITS AFFILIATES HARMLESS FROM ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, EXPENSES AND COSTS (INCLUDING LEGAL FEES) ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR ANY OUTPUTS GENERATED BY THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY CLAIMS MADE BY THIRD PARTIES IN CONNECTION WITH PROFESSIONAL SERVICES RENDERED BY THE USER OR CUSTOMER.

16 Termination and Notices

Either party may terminate this Agreement at any time without cause upon 7 days’ written notice to the other. Clariti may also terminate Customer’s right to use the Service immediately: (I) upon written notice if Customer breaches this Agreement; or (ii) in accordance with clause 5.  Notices to Clariti will be addressed to Legal Department, Clariti Software Limited, Units 14-16 Westfield Farm, Henley Road, Medmenham, Marlow, Bucks, England, SL7 2TA, with a copy to legal@cfsfixings.com. Notices to Customer will be addressed to the system administrator designated by Customer. If requested by Clariti in connection with any such termination, Customer will cooperate reasonably with Clariti to disable the Service.

17 Customer Responsibilities

Customer will: (i) be responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement and the Documentation, (ii) provide Clariti with all necessary co-operation in relation to this Agreement, (iii) be solely responsible for the legality, reliability, integrity, accuracy and quality of all such Customer Data, (iv)  obtain and maintain all necessary licences, consents, and permissions necessary for Clariti, its contractors and agents to perform their obligations under this Agreement, including without limitation providing the Service, (v) comply with all applicable laws and regulations with respect to its activities under this Agreement, (vi) use commercially reasonable efforts to prevent unauthorised access to or use of the Service, and notify Clariti promptly of any such unauthorised access or use, (vii) use the Service only in accordance with this Agreement, the Documentation, and applicable laws and government regulations, (ix) ensure that its network and systems comply with the relevant specifications provided by Clariti from time to time; and (x) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Clariti's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. Any use of the Service in breach of the foregoing by Customer or Users that in Clariti’s opinion threatens the security, integrity or availability of Clariti’s services, may result in immediate suspension of the Service.

18  Usage Restrictions

Customer will not (i) make any Service available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer or its Affilaites, unless expressly stated otherwise in the Documentation; (ii) access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (b) facilitates illegal activity, (c) depicts sexually explicit images, (d) promotes unlawful violence, (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or (f) is otherwise illegal or causes damage or injury to any person or property; (iii) 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: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service and/or Documentation (as applicable) in any form or media or by any means, or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the the Service; (iv) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service, (v) use the Service and/or Documentation to provide services to third parties, (vi) subject to clause 19, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Users, (vii) attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this clause 18; (ix) introduce or permit the introduction of, any virus into the Service or Clariti's network and information systems. Clariti reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

19  Assignment

Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Clariti (such consent not to be unreasonably withheld or delayed). Clariti may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

20  Third-Party Infrastructure and Platforms

Customer acknowledges and agrees that the infrastructure used by Clariti to host Customer Data submitted to the Service may be provided by a third-party hosting provider, such as, for example, Amazon Web Services, Inc.

21  Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts located in England shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

22  Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

23  Survival

The following provisions: “Licence Granted by Customer”, “Feedback”, “Proprietary Rights”, “Protection of Confidential Information”, “Customer Responsibilities”, “Usage Restrictions”, “No Warranty”, “No Damages”, “Disclaimer of Outputs”, “Indemnity” and “Governing Law and Jurisdiction” shall survive termination of this Agreement.