End-User License Agreement

This End-User License Agreement (“Agreement”) is a binding legal agreement between Clearly Technologies Ltd, a company registered in England and Wales, trading as “Clearly” (“Clearly”, “we”, “us”), and the organization that accesses or uses the Clearly platform (“you”, “your”, or the “Customer”). By accepting this Agreement, or by accessing or using the Platform, you agree to be bound by its terms.

This Agreement should be read together with the Clearly Privacy Policy at useclearly.com/legal/privacy. It includes the Data Processing Annex at Schedule 1, which forms part of this Agreement and serves as the data-processing agreement between the parties. Where the Customer and Clearly have entered into a separate signed master agreement, Order Form, or data-processing agreement covering the same subject matter, that document prevails to the extent of any conflict.

1. Definitions

• “Platform” means the Clearly fleet-analytics software-as-a-service, including the web application at app.useclearly.com and the Clearly API at api.useclearly.com.
• “Connected Services” means the third-party systems you connect to the Platform as data sources, including telematics and vehicle-tracking systems, fuel-card and payment systems, and maintenance, asset, or finance systems.
• “Customer Data” means the operational and account data made available to Clearly from your Connected Services, or uploaded by you, as described in Section 4.
• “Authorized Users” means your employees, contractors, and other individuals whom you permit to access the Platform on your behalf.
• “Administrator” means an Authorized User with authority to configure connections and to bind the Customer.
• “Order Form” means any written or electronic order, quotation, subscription confirmation, or enrollment record agreed between the parties (or presented to you by a third party under Section 13) that sets out the Platform subscription you have purchased.
• “Data Protection Laws”means all laws relating to data protection and privacy applicable to a party’s processing under this Agreement, including the UK GDPR and the Data Protection Act 2018, the EU GDPR where applicable, and applicable United States federal and state privacy laws.
• “Customer Personal Data” means personal data contained in Customer Data that Clearly processes on your behalf.
• “Data Processing Annex”means Schedule 1 to this Agreement, which governs Clearly’s processing of Customer Personal Data and serves as the parties’ data-processing agreement.
• “Confidential Information” has the meaning given in Section 11.
• The terms controller, processor, personal data, data subject, personal-data breach, and sub-processor have the meanings given to them in the Data Protection Laws.

2. Acceptance and Authority

Acceptance of this Agreement is given once per organization by an Administrator, through the Platform or, where you access Clearly through a third party, through that party’s enrollment flow. By accepting, you represent and warrant that:

• you are authorized to accept this Agreement on behalf of, and legally bind, the Customer; and
• the Customer has all rights necessary to authorize Clearly to access and process the Customer Data as described in this Agreement.

Clearly records your acceptance and the version accepted. If you reconnect after disconnecting, or if we publish a materially updated version of this Agreement, an Administrator must accept the then-current version again before continued use.

3. License Grant

Subject to your compliance with this Agreement, Clearly grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license for your Authorized Users to access and use the Platform for your internal fleet-management and business-analytics purposes for the duration of your subscription or enrollment.

4. Connected Services and Customer Data

To provide analytics, the Platform reads data from the Connected Services you choose to connect. An Administrator authorizes and enables each connection during setup, and Clearly’s access to each Connected Service is read-only.

Depending on the Connected Services you enable, Customer Data may include account and user records, your vehicle and asset records, journey and utilization data, fuel and payment records, odometer and location data, and operational and driving-behavior events.

Clearly does not modify your records in your Connected Servicesin the course of providing the Platform. You may revoke Clearly’s access at any time by disconnecting a Connected Service or withdrawing the access you granted; doing so will end the Platform’s ability to provide analytics from that source.

Connected Services are third-party services provided to you under your own agreements with their providers. You are responsible for holding and maintaining the rights and permissions necessary to use each Connected Service and to authorize Clearly’s access to it. Clearly does not control the availability, accuracy, completeness, or continuity of any Connected Service. If a provider changes, restricts, degrades, or withdraws access to its service or its interfaces, affected Platform functionality may be reduced, delayed, or unavailable, and Clearly is not liable to you for that.

5. Use of Customer Data

Clearly processes Customer Data to provide, secure, maintain, and improve the Platform for you — namely to generate fleet analytics, insights, anomaly detection, and related features for your organization. Clearly does not sell your Customer Data.

You grant Clearly a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, and display Customer Data, and to create derived analytics from it, solely to provide the Platform to you and as otherwise permitted by this Agreement.

Aggregated and anonymized data. Clearly may create and use aggregated, de-identified statistics and insights derived from Platform use and Customer Data, including for benchmarking, research, and product improvement, provided that such data cannot reasonably be used to identify you, your Authorized Users, your drivers, or your vehicles. Aggregated, de-identified data is not Customer Data, and Clearly may retain and use it after this Agreement ends.

Our collection and processing of personal data is described in the Clearly Privacy Policy at useclearly.com/legal/privacy, which is incorporated into this Agreement by reference. Where Clearly acts as a processor of personal data on your behalf, that processing is governed by the Data Processing Annex at Schedule 1, which forms part of this Agreement and requires no separate signature.

6. Data Residency and Processing

Customer Data is hosted in the cloud region designated for your organization when your account is established. Clearly will not relocate that primary hosting outside the designated region except with prior notice to you, where reasonably necessary to provide or secure the Platform, or where required by law. A change of designated region may be agreed between the parties in writing.

Customer Data is segregated so that one customer’s data is not accessible to another customer.

Certain sub-processors listed in Section 8 process limited data outside your designated region. Where that involves a restricted transfer of personal data, Clearly relies on appropriate transfer safeguards, as described in the Privacy Policy.

Where Clearly acts as a processor of personal data on your behalf, that processing is governed by the Data Processing Annex. Clearly processes such personal data only on your documented instructions and in accordance with this Agreement, and not for its own independent purposes, except as permitted by Section 5.

7. Security

Clearly maintains administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, loss, alteration, and disclosure, appropriate to the risk and having regard to the state of the art. Those measures include access control on a least-privilege basis, encryption of data in transit and at rest, authentication controls with support for multi-factor authentication and enterprise single sign-on, logging and monitoring, and confidentiality obligations on personnel with access to Customer Data.

Clearly may update its security measures from time to time, provided that the level of protection is not materially reduced. A summary of Clearly’s security measures is available on request, subject to confidentiality obligations.

Where Clearly acts as a processor, Clearly will notify you without undue delay after becoming aware of a personal-data breach affecting Customer Data, and will provide the information reasonably available to it to assist you with your own reporting obligations. Clause 8 of the Data Processing Annex sets out how this operates.

No method of transmission or storage is completely secure, and Clearly does not warrant absolute security.

8. Sub-processors

To provide the Platform, Clearly uses the following sub-processors:

• Amazon Web Services (AWS)— cloud hosting, authentication, storage, and related infrastructure (scoped to your organization’s region);
• ClickHouse Cloud— the analytics database;
• Anthropic— the large-language-model provider supporting the Platform’s AI features (see Section 9);
• Vercel— frontend hosting and content delivery;
• Railway— API hosting.

Your Connected Services are data sources you connect at your own direction; they are your providers, not Clearly’s sub-processors. Clearly may add or replace sub-processors from time to time and will make the then-current list available on request from support@useclearly.com. Clause 6 of the Data Processing Annex governs the addition of new sub-processors, including the notice you receive and your right to object.

9. Analytics and AI Outputs

The Platform produces analytics, insights, scores, and other outputs, and includes optional AI features that answer questions about your fleet data. All such outputs are provided for decision support only.

Outputs are derived from Customer Data and, in the case of AI features, are generated in part by third-party large language models. They may be incomplete, out of date, or inaccurate. You must not rely on them as the sole basis for any material decision, including any decision affecting safety, employment, discipline, or financial commitment, and you remain responsible for verifying outputs before acting on them.

Clearly’s AI features operate only within the scope of your organization’s data, do not take autonomous actions, and do not write to Customer Data or to your Connected Services.

10. Customer Responsibilities and Restrictions

You agree that you and your Authorized Users will:

• use the Platform only as permitted by this Agreement and applicable law, and in accordance with any terms applicable to your Connected Services;
• keep your credentials and Authorized Users’ credentials secure and remain responsible for activity under your accounts; and
• ensure you have the right to authorize Clearly’s processing of the Customer Data.

You agree that you and your Authorized Users will not:

• copy, modify, reverse engineer, decompile, or attempt to derive the source code of the Platform, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, rent, or otherwise make the Platform available to any third party;
• use the Platform to build a competing product or service;
• publish or disclose any benchmarking, performance testing, or comparative analysis of the Platform without Clearly’s prior written consent;
• circumvent or attempt to circumvent any access control, security measure, or usage limit of the Platform, or extract data from the Platform by automated means other than through the Clearly API as documented;
• use, export, or re-export the Platform in breach of applicable export-control or sanctions law; or
• use the Platform for any unlawful, infringing, or harmful purpose, or in any way that interferes with its operation or security.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party (the “discloser”) to the other (the “recipient”) in connection with this Agreement that is identified as confidential or that would reasonably be understood to be confidential. Customer Data is your Confidential Information. The Platform, its non-public documentation and interfaces, Clearly’s security information, and any pricing that Clearly has not published are Clearly’s Confidential Information.

The recipient will use the discloser’s Confidential Information only as necessary to perform this Agreement, will protect it with at least the care it applies to its own confidential information (and in no event less than reasonable care), and will not disclose it except to its personnel, affiliates, and professional advisers who need it for that purpose and who are bound by confidentiality obligations no less protective than these.

These obligations do not apply to information that:

• is or becomes public through no breach of this Agreement;
• the recipient already lawfully knew without a duty of confidence;
• the recipient lawfully receives from a third party without restriction; or
• the recipient develops independently without use of the Confidential Information.

The recipient may disclose Confidential Information where compelled by law, court order, or a regulator, provided that (where lawful and practicable) it gives the discloser prior notice and reasonable cooperation to seek confidential treatment. These obligations continue for three (3) years after termination of this Agreement, and indefinitely for Customer Data and for anything that constitutes a trade secret.

12. Fees, Billing and Renewal

Fees are as set out in your Order Form or, where no Order Form applies, on Clearly’s then-current published pricing. Unless otherwise agreed, fees are charged on a per-vehicle subscription basis and billed annually in advance. Where you enroll through a third party, billing may instead be handled by that party on Clearly’s behalf, as described in Section 13.

Unless cancelled before the end of the then-current term, your subscription renews automatically for successive terms of the same length. Clearly may change its fees with effect from a renewal by giving you notice before the renewal date; if you do not accept the change, you may choose not to renew.

Invoices are payable within the period stated on the invoice or Order Form. If an invoice remains materially overdue, Clearly may suspend your access after giving you notice and a reasonable opportunity to pay. Except as required by law or expressly stated, fees are non-refundable. Fees are exclusive of value-added tax and other applicable taxes, which you are responsible for paying. You must pay all amounts due without set-off, counterclaim, or deduction, except as required by law.

13. Access Through Third Parties

This section applies where you obtain or access the Platform through a third-party marketplace, reseller, distributor, or integration partner rather than directly from Clearly.

• Enrollment and acceptance. That party may facilitate your enrollment, and acceptance of this Agreement may be given through its enrollment flow or through an interface in which the Platform is embedded.
• Billing.That party may collect fees and taxes on Clearly’s behalf, on the basis and billing metric presented to you at enrollment. Where those terms conflict with Section 12 as to fees, taxes, or payment, the terms presented at enrollment prevail for those matters only.
• That party’s own terms.Your use of that party’s platform, marketplace, or services is governed by its own terms, which Clearly does not control and is not responsible for. This Agreement governs your use of the Platform.

14. Availability, Support and Optional Features

Clearly will use reasonable efforts to keep the Platform available, and provides support as described in your Order Form or in Clearly’s then-current published support arrangements. No service-level, uptime, or response-time commitment applies unless it is expressly set out in an Order Form signed or accepted by Clearly. Clearly may carry out scheduled maintenance and, where necessary, emergency maintenance, and will use reasonable efforts to limit any resulting disruption.

Features made available as trial, beta, preview, evaluation, or otherwise optional are provided “as is” for evaluation only, may be changed, suspended, or withdrawn at any time, and are excluded from any availability, support, or service-level commitment.

15. Intellectual Property and Feedback

The Platform and all related software, documentation, and intellectual property are and remain the exclusive property of Clearly and its licensors. Except for the limited license in Section 3, no rights are granted to you. As between the parties, you retain all rights in your Customer Data and other data you provide, subject to the license granted in Section 5. If you give Clearly feedback or suggestions, you grant Clearly a perpetual, worldwide, royalty-free license to use that feedback to improve its products and services.

16. Term, Termination and Data Return

This Agreement takes effect when accepted and continues while you use the Platform. You may terminate at any time by disconnecting your Connected Services and ceasing use of the Platform (including uninstalling any application through which you access it), without prejudice to fees already accrued.

Either party may terminate this Agreement for material breach by the other if the breach remains uncured thirty (30) days after written notice describing it. Clearly may suspend or terminate your access immediately where necessary to protect the security or integrity of the Platform, to prevent unlawful use, or to comply with law.

On termination, your license ends and your access will cease. If you ask within thirty (30) days of termination, Clearly will make a reasonable export of your Customer Data available to you in a machine-readable format. After that period, Clearly will delete or anonymize Customer Data in accordance with its Privacy Policy, subject to routine backup cycles and to any retention required by law. Fees accrued before termination remain payable.

Sections that by their nature should survive — including Sections 5 (as to aggregated, de-identified data), 10, 11, 15, 17, 18, 19, 21, and 22 — survive termination. The Data Processing Annex survives for so long as Clearly processes or retains any Customer Personal Data.

17. Warranty Disclaimer

To the fullest extent permitted by law, the Platform is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Clearly does not warrant that the Platform will be uninterrupted or error-free, that analytics, insights, or AI outputs will be accurate, complete, or fit for any particular decision (see Section 9), or that any Connected Service will remain available or continue to provide data (see Section 4).

18. Indemnity

You will indemnify and hold Clearly harmless against any third-party claim, and any resulting losses, damages, and reasonable costs (including reasonable legal fees), arising out of or relating to:

• the Customer Data, including any claim that it infringes or misuses a third party’s rights;
• your failure to hold the rights, consents, or authority necessary to authorize Clearly’s access to or processing of the Customer Data;
• your breach of Section 10; or
• your unlawful use of the Platform or of any Connected Service.

Clearly will give you prompt notice of any such claim, allow you to control its defense and settlement (provided that no settlement imposes any obligation or admission on Clearly without its consent), and give you reasonable cooperation at your expense.

19. Limitation of Liability

To the fullest extent permitted by law, Clearly and its suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, arising out of or relating to this Agreement or the Platform, even if advised of the possibility of such damages. Without limiting that exclusion, Clearly is not liable for any decision made, or action taken or not taken, in reliance on analytics, insights, or AI outputs (see Section 9), or for any failure, change, restriction, or discontinuation of a Connected Service (see Section 4).

Clearly’s total aggregate liability arising out of or relating to this Agreement and the Platform — taken together across all claims, and not per claim — will not exceed the greater of (a) the total fees paid or payable for the Platform in respect of your organization in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred pounds sterling (£100). Any claim under this Agreement must be brought within twelve (12) months of the date on which the claimant became aware, or ought reasonably to have become aware, of the event giving rise to it.

Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for the Customer’s obligation to pay fees when due, or for any other liability that cannot be excluded or limited under the laws of England and Wales.

20. Changes to this Agreement

Clearly may update this Agreement from time to time. When we make a material change, we will publish an updated version, and an Administrator will be required to accept the updated version before continued use. Your continued use after acceptance constitutes agreement to the updated terms.

21. General

• Order of precedence. Where there is a conflict, the following order applies: (1) a signed master agreement, Order Form, or data-processing agreement between the parties, (2) the Data Processing Annex as to the processing of Customer Personal Data, (3) the body of this Agreement, and (4) the Privacy Policy.
• Entire agreement. This Agreement, together with any Order Form and the documents it incorporates, is the entire agreement between the parties on its subject matter and supersedes any prior statement or understanding. Neither party relies on any representation not expressly set out in it, though nothing limits liability for fraud.
• Assignment.Clearly may assign or novate this Agreement in whole to an affiliate or in connection with a reorganization, merger, or sale of all or substantially all of its assets or business. You may not assign or transfer this Agreement without Clearly’s prior written consent.
• Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in force. A failure or delay in enforcing a right is not a waiver of it.
• No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, or agency between the parties.
• Third-party rights. A person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Notices to Clearly may be given to support@useclearly.com or by post to its registered office. Notices to you may be given to the email address of an Administrator or through the Platform.
• Force majeure. Neither party is liable for a failure or delay in performance (other than an obligation to pay) caused by an event beyond its reasonable control, for so long as that event continues.

22. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter are governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

23. Contact

Questions about this Agreement may be directed to Clearly Technologies Ltd (trading as “Clearly”) at support@useclearly.com, or by post to our registered office at 25 Eccleston Place, London, England, SW1W 9NF. Clearly Technologies Ltd is registered in England and Wales under company number 12955814.

Schedule 1 — Data Processing Annex

This Annex forms part of the Agreement and applies whenever Clearly processes Customer Personal Data on your behalf. It is the parties’ data-processing agreement for the purposes of Article 28(3) of the UK GDPR and of any equivalent requirement under other applicable Data Protection Laws, and it takes effect on your acceptance of the Agreement without further signature. It does not apply to personal data for which Clearly is itself the controller — website visitors, prospects, and the individuals who administer a Clearly account — which is governed by the Privacy Policy.

1. Roles of the parties

In respect of Customer Personal Data, you act as controller (or, where you process on behalf of another controller, as processor) and Clearly acts as processor (or sub-processor). Each party will comply with its own obligations under the Data Protection Laws.

You are responsible for the lawfulness of the Customer Personal Data you make available to Clearly: for having a lawful basis for the processing described in this Annex, for completing any assessment required before processing, and for giving the notices and information that the Data Protection Laws require you to give to the individuals concerned — including your drivers and other employees whose journey, location, and driving-behavior data the Platform processes. You warrant that you have done so.

2. Details of the processing

• Subject matter.Clearly’s provision of the Platform to you under the Agreement.
• Duration. The term of the Agreement, together with the export and deletion periods described in Section 16.
• Nature and purpose. Collection from your Connected Services, hosting, storage, structuring, aggregation, analysis, and presentation of Customer Personal Data in order to generate fleet analytics, insights, and anomaly detection for you, and to provide support, security, and maintenance of the Platform.
• Types of personal data. Identification and contact data of Authorized Users; authentication and access-scope data; vehicle-assignment data; journey, location, odometer, and utilization data; fuel and payment transaction data; and driving-behavior and exception events.
• Categories of data subjects. Authorized Users; your drivers, operators, and other employees and contractors; and any other individual identifiable from data held in a Connected Service you choose to connect.

The Platform is not intended for special categories of personal data within the meaning of Article 9 of the UK GDPR, or for personal data relating to criminal convictions and offences. You must not make such data available to Clearly, and Clearly has no obligation to apply the additional measures such data would require.

3. Processing on your instructions

Clearly will process Customer Personal Data only on your documented instructions. Your instructions comprise the Agreement, the configuration choices you make in the Platform, the Connected Services you connect, and any further instruction the parties agree in writing. Clearly will not sell Customer Personal Data, and will not process it for its own purposes, except that Clearly may create and use aggregated, de-identified data as permitted by Section 5.

Clearly will inform you if, in its opinion, an instruction infringes the Data Protection Laws. Where Clearly is required by law to process Customer Personal Data otherwise than on your instructions, it will inform you of that requirement before processing, unless the law prohibits it from doing so.

4. Confidentiality of personnel

Clearly will ensure that access to Customer Personal Data is limited to personnel who need it to provide the Platform, that those personnel are subject to a duty of confidentiality that survives the end of their engagement, and that they receive appropriate data-protection training.

5. Security

Clearly will implement and maintain the technical and organizational measures described in Section 7, which are designed to meet the requirements of Article 32 of the UK GDPR having regard to the nature of the processing and the risks it presents.

6. Sub-processors

You give Clearly general written authorization to engage the sub-processors listed in Section 8, and to engage further sub-processors in accordance with this clause.

Clearly will give you at least thirty (30) days’ notice before a new sub-processor begins processing Customer Personal Data. You may object on reasonable grounds relating to data protection within that period, in which case the parties will discuss your concerns in good faith. If the parties cannot resolve the objection, you may terminate the affected part of the Platform without penalty by written notice, and Clearly will refund any fees you have prepaid for the terminated part in respect of the period after termination.

Clearly will impose on each sub-processor, by written contract, data-protection obligations no less protective than those in this Annex, and remains responsible to you for its sub-processors’ performance of those obligations.

7. Assistance with data-subject requests

The Platform provides functionality that enables you to access, correct, export, and delete Customer Personal Data. Clearly will additionally provide reasonable assistance, taking into account the nature of the processing, to enable you to respond to requests from data subjects exercising their rights.

If Clearly receives such a request directly, it will not respond to it substantively other than to direct the individual to you, and will forward the request to you without undue delay. Assistance that goes beyond the functionality of the Platform and the information reasonably available to Clearly may be charged at Clearly’s then-current professional-services rates.

8. Personal-data breach

Clearly will notify you without undue delay after becoming aware of a personal-data breach affecting Customer Personal Data. The notification will describe, to the extent then known, the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed. Where the full picture is not available at the time, Clearly will provide information in phases as it becomes available.

Clearly will take reasonable steps to contain and remediate the breach and will cooperate with you in your own assessment and any notification you are required to make. Clearly will not notify a supervisory authority or any data subject on your behalf unless you ask it to or the law requires it to. A notification under this clause is not an admission of fault or liability.

9. Impact assessments and prior consultation

Clearly will provide reasonable assistance with any data-protection impact assessment or prior consultation with a supervisory authority that relates to Clearly’s processing of Customer Personal Data, taking into account the nature of the processing and the information available to Clearly.

10. Information and audit

Clearly will make available to you the information reasonably necessary to demonstrate its compliance with this Annex. That obligation is satisfied in the first instance by the security summary referred to in Section 7, together with any third-party audit reports or certifications Clearly holds.

Where that information is not sufficient for you to meet a documented obligation under the Data Protection Laws, you may audit Clearly’s processing of Customer Personal Data, not more than once in any twelve (12) month period (and additionally where a supervisory authority requires it), on at least thirty (30) days’ written notice, during normal business hours, without unreasonable disruption to Clearly’s operations, and subject to the confidentiality obligations in Section 11. You will bear your own costs and Clearly’s reasonable costs of supporting the audit. An audit must not extend to information relating to Clearly’s other customers or to anything that would compromise the confidentiality or security of another customer’s data.

11. International transfers

Customer Personal Data is hosted in the region designated for your organization as described in Section 6, and certain sub-processors listed in Section 8 process limited data outside that region. You authorize Clearly to make those transfers, and to enter into transfer mechanisms with its sub-processors on your behalf for that purpose.

Where a transfer of Customer Personal Data is a restricted transfer under the UK GDPR or the EU GDPR, Clearly will ensure that an appropriate safeguard applies — a UK adequacy decision or European Commission adequacy decision, the UK International Data Transfer Agreement, the UK Addendum to the European Commission’s Standard Contractual Clauses, or the Standard Contractual Clauses themselves.

Where such a safeguard is required and no other applies, the Standard Contractual Clauses (module two, controller to processor) and, for transfers subject to the UK GDPR, the UK Addendum, are deemed incorporated into this Annex. Their annexes and tables are completed as follows: the parties and their contact details are as set out in the Agreement and in Section 23; the description of the transfer is as set out in clause 2 of this Annex; the technical and organizational measures are as set out in Section 7; the authorized sub-processors are as set out in Section 8; the docking clause applies; the governing law and choice of forum are those in Section 22; and in Table 4 of the UK Addendum, neither party may end the Addendum when the Approved Addendum changes.

12. Deletion and return

On termination of the Agreement, Clearly will delete or return Customer Personal Data in accordance with Section 16, and will delete existing copies except to the extent that the Data Protection Laws or other applicable law require it to retain them, and subject to routine backup cycles from which data is deleted in the ordinary course. Clearly will confirm deletion in writing on your written request.

13. United States state privacy laws

Where the California Consumer Privacy Act as amended, or a comparable United States state privacy law, applies to Customer Personal Data, you act as the “business” (or controller) and Clearly acts as a “service provider” (or processor). Clearly will not sell or share that personal information within the meaning of those laws; will not retain, use, or disclose it other than to provide the Platform to you or as those laws otherwise permit; will not combine it with personal information received from another source except as those laws permit; and will comply with the obligations those laws place on a service provider. Clearly will notify you if it determines that it can no longer meet those obligations, and you may take reasonable and appropriate steps to confirm Clearly’s compliance.

14. Liability and precedence

Liability arising under or in connection with this Annex is subject to the exclusions and limits in Section 19. To the extent of any conflict between this Annex and the rest of the Agreement in respect of the processing of Customer Personal Data, this Annex prevails. Where the parties have entered into a separate signed data-processing agreement covering the same subject matter, that agreement prevails over this Annex.