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. Where the Customer and Clearly have entered into a separate signed master agreement or order form covering the same subject matter, that agreement 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, such as telematics providers (for example Geotab, Webfleet, or GoMotive), fuel-card providers, and maintenance 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.
• “Vera” means the optional conversational AI assistant feature of the Platform, described in Section 8.

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 marketplace, through that marketplace’s enrolment 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.

This Agreement is recorded against your organization together with its version. 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 enrolment.

4. Connecting Your Data

To provide analytics, the Platform connects to your Connected Services. During setup, with the explicit consent of an Administrator, Clearly establishes least-privilege, read-oriented access to each Connected Service (for example a dedicated, view-only service account) that Clearly uses to read your Customer Data for ongoing analytics and background synchronization.

Depending on the Connected Services you enable, Customer Data may include: user and account records (such as locale, unit preferences, and group and security scope) used to determine data scope and display settings; your vehicle and asset list; trips; fuel and payment records; odometer and location data; and exception and driving-behaviour events.

Clearly does not modify your records in your Connected Servicesin the course of providing analytics; access is read-oriented, for data synchronization only. You may revoke Clearly’s access at any time by disconnecting a Connected Service or removing the relevant service account; doing so will end the Platform’s ability to provide analytics from that source.

5. Use of Data and Privacy

Clearly processes Customer Data solely to provide 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.

Clearly operates a multi-tenant, region-aware architecture. Your data is stored in databases logically isolated per organization, and each organization’s data resides in the cloud region assigned to it; your data is not moved outside that region in the ordinary course of providing the service. Clearly applies soft-deletion to records so that removals are recoverable and auditable.

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, the parties will, where required by applicable data-protection law, enter into a data-processing agreement governing that processing.

6. Security

Clearly maintains administrative, technical, and organizational measures designed to protect Customer Data, including encryption in transit (TLS/HTTPS with HSTS), encryption of stored service credentials, authentication with support for multi-factor authentication and enterprise single sign-on, role-based access control, session management using HTTP-only cookies, a content security policy, and audit logging. No method of transmission or storage is completely secure, and Clearly does not warrant absolute security.

7. Sub-processors

To provide the Platform, Clearly uses the following categories of 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 powering the Vera assistant (see Section 8);
• Vercel— frontend hosting and content delivery;
• Railway— API hosting.

Your Connected Services (such as your telematics or fuel-card providers) are data sources you connect at your own direction; they are your providers, not Clearly’s sub-processors. Clearly may update its list of sub-processors from time to time; the current list is available on request from support@useclearly.com.

8. AI Features (Vera)

The Platform includes Vera, an optional conversational assistant that answers questions about your fleet data. Vera is a decision-support tool only. It operates within the scope of your organization’s data, does not take autonomous actions, and does not write to your data or your Connected Services. Vera’s responses are generated by a third-party large-language model and may be incomplete or inaccurate; you should not rely on them as the sole basis for any material decision, and you remain responsible for verifying outputs before acting on them.

9. 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; or
• use the Platform for any unlawful, infringing, or harmful purpose, or in any way that interferes with its operation or security.

10. Fees and Billing

Fees are charged on a per-vehicle subscription basis as set out in your order form or on Clearly’s published pricing, and are billed annually unless otherwise agreed. Where you enrol through a third-party marketplace, billing may instead be handled by that marketplace on Clearly’s behalf, as described in Section 11. Except as required by law or expressly stated, fees are non-refundable, and you are responsible for any applicable taxes.

11. Geotab Add-In and Order Now

This section applies only if you access Clearly through the Geotab Marketplace Add-In or enrol through Geotab’s Software Order Now program.

• Delivery. When accessed as a Geotab Add-In, the Platform is embedded within the MyGeotab interface in a sandboxed frame, and authentication is performed by exchanging your MyGeotab session for a short-lived, organization-scoped access token. Acceptance of this Agreement may be given through the Add-In.
• Billing (Order Now).For customers enrolled through Order Now, Geotab facilitates enrolment and billing on Clearly’s behalf on a per-enrolled-device basis. Applicable fees, taxes, and payment terms are as presented during enrolment and as governed by your arrangement with Geotab.
• Geotab terms.Your use of the Add-In and Order Now is also subject to Geotab’s own marketplace and MyGeotab terms.

12. Intellectual Property

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. 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.

13. Term and Termination

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 add-in through which you access it). Clearly may suspend or terminate your access if you materially breach this Agreement or if required to protect the security or integrity of the service. On termination, your license ends and your access will cease; Clearly will handle any remaining data in accordance with its Privacy Policy and applicable law. Sections that by their nature should survive (including Sections 9, 12, 14, 15, and 17) survive termination.

14. 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, error-free, or that analytics and insights will be accurate or complete.

15. 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, or business, arising out of or relating to this Agreement or the Platform, even if advised of the possibility of such damages. Clearly’s total aggregate liability arising out of or relating to this Agreement 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).

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

16. 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.

17. 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.

18. Contact

Questions about this Agreement may be directed to Clearly Technologies Ltd (trading as “Clearly”) at support@useclearly.com.