THE CLEAR DECISIONS COMPANY LTD

BY CLICKING ON THE "ACCEPT" (OR SIMILAR CONSENT) BUTTON, YOU ("CUSTOMER"), AN ENTITY INTERESTED IN ACCESSING OR USING THE PRODUCT (AS DEFINED BELOW) MADE AVAILABLE BY THE CLEAR DECISIONS COMPANY LTD ("CLEAR DECISIONS"), ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS CBOM MANAGER END USER AGREEMENT (THE "AGREEMENT"). IF YOU ARE NOT ACTING ON BEHALF OF AN ENTITY AND ARE ACCEPTING THESE TERMS ON BEHALF OF YOURSELF, THEN YOU AGREE TO BE BOUND BY THESE TERMS AS "CUSTOMER."

IF CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS, DO NOT CLICK "ACCEPT," ACCESS, DOWNLOAD, INSTALL, OR USE ALL OR ANY PORTION OF THE PRODUCT. CUSTOMER WILL NOT RECEIVE AUTHORIZED ACCESS TO THE PRODUCT UNLESS AND UNTIL CUSTOMER ACCEPTS THE TERMS OF THIS AGREEMENT.

YOU MUST BE AUTHORIZED TO BIND THE CUSTOMER IN ORDER TO ACCEPT THIS AGREEMENT. CLEAR DECISIONS' OBLIGATIONS AND LIABILITY ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED REPRESENTATIVE.

IF CUSTOMER HAS A SEPARATE WRITTEN AGREEMENT WITH CLEAR DECISIONS THAT EXPRESSLY GOVERNS THE PRODUCT, THAT AGREEMENT SHALL PREVAIL IN THE EVENT OF ANY CONFLICT.

DEFINITIONS

1.1 "Compliance Bill of Materials" or "CBOM" means a structured inventory generated by the Product that lists the compliance‑relevant items identified within the Documents.

1.2 "Data Feed" means any data curated by Clear Decisions and made available via the Product, including compliance metadata, documentation, text, images, and other content.

1.3 "Documentation" means the user guides and technical specifications for the Product provided by Clear Decisions, as updated from time to time.

1.4 "Documents" means the up to five (5) publicly available documents uploaded by or on behalf of Customer for processing by the Product.

1.5 "Effective Date" means the date on which Customer accepts this Agreement.

1.6 "Open‑Source Software" means any software distributed under an open‑source or similar license.

1.7 "Product" means Clear Decisions' hosted CBOM Manager application (including the applicable Data Feed) that analyzes Documents and generates CBOMs.

1.8 "Report" or "CBOM Report" means any report generated by the Product for or on behalf of Customer.

1.9 "User" means an individual or machine authorized by Customer to access the Product or any Report.

PRODUCT ACCESS AND USE

2.1 License Grant. Subject to the terms of this Agreement, Clear Decisions grants Customer a non‑exclusive, non‑transferable, non‑sublicensable, revocable, limited license during the Term to access and use the Product for Customer's internal business purposes.

2.2 Restrictions. Customer shall not: (a) allow any third party to access the Product except Users; (b) modify, reverse engineer, or create derivative works of the Product; (c) remove proprietary notices; (d) resell, rent, or lease the Product; (e) use the Product to create a competing service; (f) interfere with the Product's integrity; or (g) use the Product in violation of applicable law or third‑party rights; or (h) access the Product for purposes of benchmarking, competitive analysis, availability monitoring, or any similar purpose.

2.3 Reports. Customer may use and copy CBOM Reports solely for its internal business purposes, subject to the same restrictions that apply to the Product. CLEAR DECISIONS SHALL NOT BE LIABLE FOR ANY DECISIONS MADE BY CUSTOMER OR ANY THIRD PARTY BASED ON A REPORT.

PROPRIETARY RIGHTS

3.1 Reservation of Rights. Except for the limited rights expressly granted, Clear Decisions retains all right, title, and interest in the Product, including modifications and derivatives.

3.2 Feedback. Clear Decisions may freely use any suggestions or feedback without obligation.

3.3 Open‑Source Software. Any Open‑Source Software incorporated in the Product is provided subject to the applicable open‑source license, and Clear Decisions disclaims any warranties regarding such code.

3.4 Customer Usage Information. Clear Decisions may collect, compile, and use statistical, metric, and performance information regarding Customer's use of the Product ("Customer Usage Information") and may use such information to maintain, improve, and develop the Product and for other business purposes, provided that such Customer Usage Information is aggregated or anonymised so that it does not identify Customer or any individual.

CUSTOMER DATA, DOCUMENTS, AND PRIVACY

4.1 License to Documents and Customer Data. Customer grants Clear Decisions a perpetual, irrevocable, worldwide license to access, store, process, transmit, display, and otherwise use the Documents and any data derived therefrom (collectively, "Customer Data") to provide, maintain, improve, and secure the Product.

4.2 Personal Data Processing. To the extent any Customer Data constitutes "Personal Data" (as defined in Clear Decisions' Privacy Policy located at https://www.clear-decisions.com/privacy), Clear Decisions will process such Personal Data in accordance with that Privacy Policy and all applicable data‑protection laws. Unless the Parties execute a separate data‑processing agreement that designates Clear Decisions as a processor, each Party acts as an independent controller with respect to Personal Data it processes under this Agreement.

4.3 International Transfers. Where Clear Decisions transfers Personal Data outside the United Kingdom or European Economic Area, Clear Decisions will ensure that such transfer is covered by an adequacy decision or Standard Contractual Clauses or another legally recognised transfer mechanism.

4.4 Data Subject Rights. Clear Decisions will reasonably assist Customer, at Customer's expense, in responding to requests from data subjects to exercise their rights under the UK GDPR, EU GDPR, CCPA, or other applicable privacy laws.

4.5 Data Retention. Clear Decisions retains Personal Data only for as long as necessary to fulfil the purposes outlined in this Agreement and the Privacy Policy, or as required by law, after which it is securely deleted or anonymised.

4.6 No Storage Obligation. Clear Decisions is not required to store any Customer Data indefinitely and may delete it at any time after processing, subject to Section 4.5.

CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non‑public information disclosed by a Party that is marked or reasonably should be understood to be confidential, including the Product and Reports. Customer Data that is expressly identified by Customer as confidential in writing upon upload will also constitute Confidential Information.

5.2 Obligations. Each Party will use the same care to protect the other Party's Confidential Information as it uses for its own similar information (but no less than reasonable care).

5.3 Compelled Disclosure. A Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and reasonable assistance.

DISCLAIMERS

6.1 THE PRODUCT AND DATA FEED ARE PROVIDED "AS IS." CLEAR DECISIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. CUSTOMER ASSUMES ALL RISK OF USE.

6.2 OPEN‑SOURCE SOFTWARE AND THIRD‑PARTY CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. CUSTOMER IS RESPONSIBLE FOR REVIEWING APPLICABLE LICENSES AND COMPLYING WITH THEM.

LIMITATION OF LIABILITY

7.1 IN NO EVENT WILL CLEAR DECISIONS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

7.2 CLEAR DECISIONS' TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE‑HUNDRED POUNDS STERLING (£100).

TERM AND TERMINATION

8.1 Term. This Agreement begins on the Effective Date and continues until terminated.

8.2 Termination. Clear Decisions may terminate this Agreement at any time upon notice. Customer may terminate by ceasing all use of the Product and providing notice to Clear Decisions.

8.3 Effect. Upon termination, Customer shall discontinue all access and delete any Confidential Information. Sections 3–7, 8.3, and 9 survive termination.

GENERAL

9.1 Governing Law; Venue. This Agreement is governed by the laws of England and Wales, without regard to conflict‑of‑laws rules. The Parties consent to exclusive jurisdiction and venue in the courts located in England and Wales.

9.2 Export Compliance. Customer will comply with all export laws and regulations.

9.3 Relationship. The Parties are independent contractors.

9.4 Assignment. Customer may not assign this Agreement without prior written consent. Any prohibited assignment is void.

9.5 Entire Agreement; Amendment. This Agreement constitutes the entire agreement and may be modified only in writing signed by both Parties, except Clear Decisions may update this Agreement by posting a revised version. Continued use after posting constitutes acceptance.

9.6 Waiver; Severability. Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be modified to reflect the Parties' intent, and the remaining provisions will remain in effect.

9.7 Privacy Policy. Customer acknowledges and agrees that Personal Data will be handled in accordance with Clear Decisions' Privacy Policy (currently available at https://www.clear-decisions.com/privacy). The Privacy Policy is incorporated into and made part of this Agreement.