Effective Date: 1 January 2024
Hereinafter, the terms "Company", "We", "Us", and "Our" shall refer collectively to Clarity Analytics Limited, a company incorporated pursuant to the laws of England and Wales, and any and all of its subsidiaries, affiliates, successors, and permitted assigns. The term "Subscriber" shall hereinafter refer to any natural or legal person who, pursuant to the execution of a valid Subscription Agreement or the acceptance of these Terms via electronic means, is duly authorised to access and utilise the Platform, as defined herein. Notwithstanding the foregoing, access to the Platform shall remain subject at all times to the Subscriber's continued compliance with the obligations set forth in these Terms and any supplementary documentation incorporated herein by reference.
Subject to the Subscriber's full and continuing compliance with the provisions of these Terms and pursuant to receipt of the applicable Subscription Fees as set forth in the relevant Order Form, the Company hereby grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the Subscriber's internal business purposes during the applicable Subscription Term. Notwithstanding the foregoing, such licence shall not be construed as conferring upon the Subscriber any proprietary rights in or to the Platform, the underlying technology, or any intellectual property embodied therein, all of which shall remain the exclusive property of the Company or its licensors. The Subscriber shall forthwith refrain from any use of the Platform that falls outside the scope of the licence granted herein, including but not limited to any reverse engineering, decompilation, or disassembly of the software.
The Subscriber shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to the Subscriber's breach of these Terms or the Subscriber's use of the Platform in contravention of any applicable law, regulation, or third-party right. Notwithstanding the foregoing indemnification obligation, the Company reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by the Subscriber, in which event the Subscriber shall cooperate fully with the Company in asserting any available defences. This indemnification obligation shall survive the termination or expiration of these Terms.
Notwithstanding any other provision of these Terms, and to the fullest extent permitted by applicable law, in no event shall the Company be liable to the Subscriber or to any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages whatsoever, including but not limited to loss of profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, or the cost of substitute services, arising out of or in connection with these Terms or the Subscriber's use of or inability to use the Platform, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not the Company has been advised of the possibility of such damages. Pursuant to the foregoing, the Company's total cumulative liability to the Subscriber for any claims arising hereunder shall not exceed the Subscription Fees paid by the Subscriber in the twelve-month period immediately preceding the event giving rise to such liability.