Terms and Conditions

General Terms & Conditions

Revised May 26, 2023

These General Terms and Conditions (“General Terms”), together with the Appendix hereto, policies referenced herein, and Customer’s Order Form(s) referencing these General Terms (collectively, the “Agreement”), are a binding agreement between Cludo ApS, a Danish company (“Cludo”), and the legal entity set forth on the Order Form (“Customer”). Capitalized terms have the meanings set forth in Appendix A.

1. Service.

1.1 Access and Use.
Subject to and conditioned on Customer’s and its Users’ compliance with the terms and conditions of this Agreement and timely payment in full of all Fees, Cludo hereby grants Customer a non-exclusive, non-transferable right to access and use Cludo’s Service during the Term, solely as described on one or more Order Forms executed by Cludo and Customer and referencing these General Terms. Each Order Form will include Customer’s choice of Subscription Level. Customer may not decrease the Subscription Level during the Term.

1.2 Subscription.
The Service may be accessed and used for the Covered Sites. Use in connection with any additional websites will be subject to an additional Fee.

1.3 Professional Services.
Any Professional Services shall be described on the Order Form or on one or more Statements of Work attached to an executed Order Form, and are subject to additional Fees and such terms as may be provided to Customer by Cludo from time to time.

1.4 Non-Cludo Offerings.
In connection with the Service, Customer may have access to optional features designed to interoperate with Non-Cludo Offerings. Any use by Customer of Non-Cludo Offerings exchange of data between Customer and any provider of a Non-Cludo Offering, and any related governing terms, are solely between Customer and the applicable third-party provider. Cludo does not warrant or support Non-Cludo Offerings, nor does it guarantee their continued availability. The unavailability or discontinuation of any Non-Cludo Offering does not entitle Customer to any refund, credit, or other compensation.

1.5 Reservation of Rights.
Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights and all other rights in or relating to, the Service, Non-Cludo Offerings, or other Third-Party Inputs, whether expressly, by implication, estoppel, or otherwise. All such rights, including but not limited to, all rights to Improvements, are and will remain with Cludo and the respective rights holders in the Third-Party Inputs, and Customer hereby irrevocably assigns to Cludo all right, title, and interest in and to any Improvements developed or otherwise provided by Customer or its Users.

1.6 Changes to Service.
Cludo may modify, maintain, and/or enhance the Service at any time, provided that, except as otherwise set forth herein, or as Cludo deems necessary to comply with Law, Cludo shall not materially diminish the functionality of the Service during the Term.

1.7 Third Parties.
In accordance with the applicable Laws, Cludo may from time to time engage third parties, including subcontractors, and make use of Third-Party Inputs, in connection with its provision of the Service.

2. Service Levels and Support.

2.1 Service Levels.
Cludo will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for Scheduled Downtime and any unavailability caused by circumstances beyond Cludo’s reasonable control.

2.2 Scheduled Downtime.
Cludo will use commercially reasonable efforts to give Customer notice of all Scheduled Downtime, but such notice is not guaranteed.

2.3 Service Support.
The Service includes Cludo’s standard Support Services, as generally offered to similarly situated customers from time to time. Customer may purchase enhanced support services separately at Cludo’s then current rates. The Support Services are provided without any guarantee as to their effectiveness.

3. Customer Obligations and Use Restrictions.

3.1 Customer Assessment.
Customer is solely responsible for determining the suitability of the Service for Customer's business and complying with any Laws applicable to Customer’s use of the Service.

3.2 Restrictions.
Customer shall not, and shall not permit any other Person to, access or use the Service or except as expressly permitted by this Agreement and, in the case of Third-Party Inputs, the applicable third-party terms. Without limiting the foregoing, Customer shall not, except as this Agreement expressly permits or where applicable Law prohibits such restriction:
a. copy, translate, disassemble, decompile, reverse engineer, modify, or create derivative works or improvements of any portion of the Service;
b. use the Service in connection with (including causing or permitting the Service to crawl) any, or otherwise transmit any content, data, or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy right or right of publicity, discriminatory or otherwise objectionable, including but not limited to any Covered Site containing any such content, data, or information;
c. rent, lend, sell, sublicense, assign, publish, or otherwise transfer or make available any portion of the Service to any third parties, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
d. bypass or breach the Service, or any host, network, or account related thereto, or access or use the Service other than by a User through the use of his or her own then valid Access Credentials, whether for security testing or otherwise;
e. input, upload, transmit, activate, or otherwise provide to or through the Service, any Malicious Code;
f. damage, destroy, disrupt, or otherwise interfere with, the Service, other Cludo Systems, Cludo’s provision of services to any third party, or any other equipment or networks connected to the Service;
g. remove, delete, alter, or obscure any trademarks, Specifications, warranties, disclaimers, or any proprietary rights notices from any portion of the Service, including any copy thereof;
h. access or use the Service in any manner or for any purpose that infringes or otherwise violates any Intellectual Property Right or other right of any third party, or that otherwise violates any applicable Law;
i. access or use the Service for purposes of, or in connection with, competitive analysis, benchmarking, or the development, provision, or use of a competing software service or product, or copying all or a portion of its features or user interface;
j. use of the Service or Cludo products excessively or unreasonably; or
k. otherwise access or use the Service beyond the scope of the authorization granted under this Section 3.2.

3.3 Effect of Customer Failure or Delay.
Cludo is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3.4 Corrective Action and Notice.
If Customer becomes aware of any actual or threatened activity prohibited by this Agreement, Customer shall, and shall cause its Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Service and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Cludo of any such actual or threatened activity.

3.5 Data Backup.
Customer shall be solely responsible for maintaining backups of Customer Data, both during and after the Term of this Agreement. CLUDO’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR LOSS OF DATA IS TO REQUEST THAT CLUDO USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CUSTOMER WITH THE MOST RECENT VERSION OF THE APPLICABLE CUSTOMER DATA IN CLUDO’S POSSESSION. EXCEPT FOR THE OBLIGATION DESCRIBED IN THE PRIOR SENTENCE, CLUDO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

4. Data Privacy.

4.1 Data Processing through Cludo Services.
The Included Services are designed and developed to collect and process our Customers’ website content and certain operational data in relation thereto. Any personal data processed by Cludo when performing the Included Services is processed according to the Customer’s instructions and on its behalf. To fulfill both parties’ obligation under the General Data Protection Regulation (EU) 2016/679, Customer, as the Data Controller, is responsible for entering into a Data Processing Agreement with Cludo which lives up to any then-current legal standards. An example of such can be provided to the Customer upon request. If no Data Processing Agreement has been entered into, the parties are deemed to have entered into Cludo standard Data Processing Agreement.

4.2 Data Processing of Users and Customer contacts.
Other than the processing of Customer’s data set forth in Section 4.1., Cludo collects some general usage and contact information about the Users of the Cludo services and other contact persons provided by Customer, such as the names and emails of the Cludo Users, for internal necessary purposes such as customer identification, invoicing, support and sharing information about Cludo products to Customer. In this regard, Cludo will be the Data Controller and the Customer acknowledges and agrees that general Customer and User information will be collected for Cludo’s internal use. The Customer has the right to access, correct, modify and erase any personal data provided by the Customer to Cludo. To exercise these rights contact privacy@cludo.com.

4.3 Customer Owned Data.
All data provided to Cludo through the use of the Included Services is and shall remain Customer property. Cludo does not sell or in any other way provide any information processed this way to any third party. To enable Cludo to provide Customer with the Included Services, and subject to these Terms, Customer hereby grants to Cludo a non-exclusive right to use and process data provided by Customer solely in connection with Cludo’s operation of the Included Service on Customer’s behalf.

5. Fees and Payment.

5.1 Fees.
Customer shall pay Cludo the Fees as described in this Agreement. Unless other payment terms are set forth in the Order Form, the Fee for the initial Subscription Period is due upon execution of the Order Form, and Fees for each subsequent Subscription Period are due at least one week prior to commencement of such Subscription Period. All other amounts are due within twenty-one (21) days of the invoice date. Additional use of the Service in excess of the Subscription limits set forth in the Order Form will be subject to additional Fees. The Fees for each subsequent Subscription Period may be increased by the price increase percentage specified in the Order Form.
In the event of circumstances beyond Cludo’s control, including, without limitation earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God, Cludo reserves the right to increase the Fees specified in the Order Form to an extent that reflects such circumstances.

5.2 Taxes.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments, including VAT, which are the responsibility of Customer, except for any taxes imposed on Cludo’s income. If any such tax or duty has to be withheld or deducted from any payment under the Agreement, Customer will increase such payment so that after such withholding or deduction Cludo shall have received an amount equal to the payment otherwise required. Any such tax or duty which is to be paid by Cludo will be invoiced to Customer.

5.3 Late Payment.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Cludo may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Customer shall reimburse Cludo for all reasonable costs incurred by Cludo in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Customer is responsible for providing complete and accurate billing and contact information to Cludo and notifying Cludo of any changes to such information, as well as any late fees due to Customer’s failure to update such information.

5.4 No Refunds or Deductions.
Except as expressly set forth herein, Subscriptions are not cancellable, and all amounts payable to Cludo under this Agreement are nonrefundable, and shall be paid in full without any setoff, deduction, or withholding for any reason (other than any withholding of tax as may be required by applicable Law).

6. Confidentiality.

In connection with this Agreement each party may disclose or make available Confidential Information to the other party. The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care), (ii) not use, disclose, or reproduce any Confidential Information of the Disclosing Party for any purpose other than to exercise its rights and perform its obligations under this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to its Representatives with a need to know and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Disclosing Party is responsible for any breach of this Section 6 by its Representatives. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: promptly notify Disclosing Party upon receipt of such demand and reasonably cooperate with Disclosing Party (at the expense of Disclosing Party) in any attempt to quash such legal process or to seek a protective order or other appropriate relief requested by Disclosing Party.

7. Intellectual Property Rights.

7.1 Cludo Property.
All right, title, and interest in and to the Service, including all Cludo Materials, and all Intellectual Property Rights therein, are and will remain with Cludo and, with respect to Third-Party Inputs, the applicable third-party provider. Customer has no right, license, or authorization with respect to any portion of the Service except as expressly set forth in Section 1.1 or the applicable third-party license. In addition, Customer hereby unconditionally and irrevocably grants to Cludo an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

7.2 Ownership of the website on which the Included Services are run.
Customer must be the owner or authorized administrator of the website(s) on which the Included Services are run. Unless Customer and Cludo expressly agree in writing otherwise, the Included Services may only be run on public websites and Customer Intranets (if specifically, and separately agreed upon) that do not contain special categories of sensitive data as defined in the General Data Protection Regulation (EU) 2016/679 Article 9. Customer shall retain all right, title and interest to all Customer Data and all pre-existing material/information provided by Customer.

7.3 Mitigation of Claims.
If all or any portion of the Service is, or in Cludo’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any User’s use of the Service, Cludo shall, at its option and sole cost and expense: (i) obtain the right for Customer to continue to use the Service; (ii) modify or replace all or any portion of the Service so as to make it non-infringing, while providing materially equivalent features and functionality; or (iii) by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Service or any specified part or feature thereof, without liability to Customer for such termination. THIS SECTION 7.3 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CLUDO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. Representations and Warranties.

8.1 Mutual Representations, Warranties, and Covenants.
Each party represents that upon execution of each Order Form, it has validly entered into this Agreement, and that it will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Each party further represents that in the execution of each Order Form and related document, and in the performance of its obligations under this Agreement, it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar applicable Laws.

8.2 Additional Cludo Representations, Warranties, and Covenants.
Cludo represents, warrants, and covenants to Customer that the Service will substantially conform to the specifications stated in the Order Form. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with the Agreement and/or any documentation; (ii) any non-conformity is caused by the Covered Site(s) or any other services, materials, or other inputs being accessed through the Service which are not provided by Cludo; or (iii) the Service being used was provided as no fee/trial license of the Service. For any breach of such warranty, Customer’s sole remedy is termination of this Agreement pursuant to Section 12.3.

8.3 Additional Customer Representations, Warranties, and Covenants.
Customer represents, warrants, and covenants to Cludo that Customer’s and its Users’ use of the Service will at all times comply with all applicable Laws and this Agreement, as well as any other acceptable use policies provided to Customer and/or available on Cludo’s website from time to time.

8.4 DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND CLUDO MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLUDO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF MALICIOUS CODE, OR ERROR FREE. ALL THIRD-PARTY INPUTS, INCLUDING NON-CLUDO OFFERINGS, ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY INPUTS IS STRICTLY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER.

9. Indemnification.

9.1 Customer Indemnification.
Customer shall indemnify, defend, and hold harmless Cludo Indemnitee from and against any and all Losses incurred by such Cludo Indemnitee resulting from any Action by a third party that arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any processing of Customer Data by or on behalf of Cludo in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any User; (c) allegation of facts that, if true, would constitute Customer’s or a User’s breach of any provision of this Agreement; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any User, or any third party on behalf of Customer or any User, in connection with this Agreement.

9.2 Indemnification Procedure.
Customer’s indemnity obligations are subject to the following: (i) upon becoming aware of a claim to which Customer’s indemnification apply, the Cludo Indemnitee will promptly notify Customer in writing of the applicable Claim; (ii) Customer will have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases the Cludo Indemnitee of all liability); and (iii) the Cludo Indemnitee will cooperate with Customer in the defense of the claim (at Customer’s expense). The Cludo Indemnitee’s failure to perform any obligations under this Section 9.2 will not relieve Customer of its obligations, except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure.

10. Suspension of Service.

Cludo retains the right to suspend Customer’s access to the Service (without incurring any obligation or liability to Customer or any other Person by reason of such suspension) in the event of (a) Customer’s failure to make a payment when due or other breach of this Agreement, where such failure or breach continues for a period of fourteen (14) days following written notice from Cludo; or (b) any suspected security threat or breach of the obligations under Section 3.2 of this Agreement, in which case prior notice is not required. Cludo will terminate any such suspension as soon as, in the case of (a), Customer has cured such breach, and in the case of (b), Cludo determines that the risk underlying the suspension has been mitigated to Cludo’s reasonable satisfaction.

11. Limitations of Liability.

11.1 EXCLUSION OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLUDO IS NOT RESPONSIBLE OR LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICE; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2 CAP ON MONETARY LIABILITY.
EXCEPT FOR (A) CUSTOMER’S OBLIGATIONS UNDER SECTIONS 3, 4, 6, 7, AND 9, (B) A PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION, (C) CUSTOMER’S PAYMENT OBLIGATIONS, OR (D) DEATH OR PERSONAL INJURY RESULTING FROM A PARTY’S NEGLIGENCE, NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO CLUDO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING APPLIES WHETHER THE CLAIM ARISES UNDER OR IS RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

11.3 LIMITATION ON ACTIONS.
NO ACTION AGAINST CLUDO ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. ANY ACTIONS, LAWSUITS, OR PROCEEDINGS MUST BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR IN ANY OTHER CAPACITY ACTING IN A REPRESENTATIVE CAPACITY.

12. Term and Termination.

12.1 Term.
The Term of this Agreement begins on the date listed on the first Order Form and continues until terminated hereunder.

12.2 Subscription Period.
Unless otherwise set forth in an Order Form, the initial Subscription Period, regardless of Subscription Level, is twelve (12) months. At the end of each Subscription Period, the Subscription will automatically renew an additional twelve (12) month Subscription Period, unless earlier terminated pursuant to this Agreement’s express provisions or if either party gives the other party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Subscription Period.

12.3 Termination.
In addition to any other express termination right set forth elsewhere in this Agreement, either party may terminate this Agreement following thirty (30) days’ written notice to the other party if: (i) the other party ceases its business operations or becomes subject to bankruptcy or insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or (ii) of such party’s material breach of this Agreement (including in case of breach of the obligations under Section 3.2 of this Agreement), unless the breaching party has cured such breach (if capable of being cured) during such thirty (30) day period.

12.4 Effect of Termination or Expiration.
Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (i) the rights granted by one party to the other will immediately cease and Cludo may disable all Customer and User access to the Service; (ii) all Fees, if any, owed by Customer to Cludo are immediately due upon receipt; and (iii) within thirty (30) days of request, each party will use commercially reasonable efforts to destroy all Confidential Information of the other party, provided that Receiving Party may (a) retain copies of Confidential Information that it is required by Law or regulation to retain and (b) retain copies of Confidential Information in accordance with legal, disaster, data recovery or records retention purposes as part of archival back-up systems maintained by Receiving Party in the ordinary course of business, subject to the ongoing confidentiality obligations under this Section 12.4.

13. Miscellaneous.

13.1 Survival.
The provisions set forth in the following sections, all of Customer’s payment obligations hereunder, and any other right or obligation of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement or the Order Form, will survive any expiration or termination of this Agreement: Sections 1.4, 1.6, 3, 4, 6, 7, 8.4, 9, 11, 12.4 and 13.

13.2 Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.3 Publicity.
Notwithstanding each party’s confidentiality obligations hereunder, Cludo may include Customer’s name and logo in lists of Cludo’s current or former customers on its website and in any sales or marketing materials or advertising. Customer may identify itself as a customer of Cludo’s Service.

13.4 Notices.
Notices to Customer from Cludo related to billing, renewal (or non-renewal), or suspension of the Service may be provided by email or regular mail to the billing contact for Customer on file with Cludo. Any other notice, consent, waiver, demand or similar communication under this Agreement shall be in writing and be deemed to have been given upon (i) personal delivery, (ii) delivery by an overnight courier service, or (iii) five (5) days after mailing via certified mail, return receipt requested, to Customer at the address set forth on Customer’s most recent Order Form, or if none, Customer’s most recent billing address on file, or to Cludo at Frederikskaj 4, 2450 København SV, Denmark. Either party may change such address by providing notice of such change pursuant to this Section 13.4.

13.5 Headings.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.6 Entire Agreement and Order of Precedence.
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. In the event of any conflict, the documents will control in the following order, except for exceptions expressly set forth therein: (a) first, each Order Form, but solely as to that particular Order Form, (b) second, these General Terms (including Appendix A), and (c) third, any other documents incorporated herein by reference.

13.7 Assignment.
Customer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Cludo’s prior written consent. Any purported assignment or transfer in violation of this Section 13.7 is void. Cludo may freely assign this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

13.8 Force Majeure.
Cludo will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

13.9 No Third-Party Beneficiaries.
There are no third-party beneficiaries under this Agreement, except as set forth in Section 9.

13.10 Amendment and Modification.
Except as prohibited by Law, Cludo may make changes to these General Terms and the content of any links at any time by posting the modified General Terms, at https://www.cludo.com/terms-and-conditions-emea/, or with respect to links, at the URLs listed herein. Changes will become effective thirty (30) days following posting, except that changes to the General Terms related to any new features or functionality or that Cludo deems necessary under Law will be effective immediately upon posting. Cludo may, but is not required to, provide email notice to Customer of such changes. Changes to any Order Form require the mutual written consent of the parties.

13.11 No Waiver.
Neither party’s waiver or delay in exercising any of its rights is a waiver of any other rights, nor is Cludo’s acceptance of late or partial payment a waiver of any of its rights to collect any amount due.

13.12 Severability.
If any provision or portion of a provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision will be deemed null and void or, if possible, ‘blue-penciled’ and scaled back until it is no longer contrary to Law, and the remaining provisions of this Agreement will remain in effect.

13.13 Governing Law.
This Agreement is governed by Danish Law, excluding its conflict of laws rules. All claims arising out of or relating to this Agreement or the Service will be litigated exclusively in the courts of Denmark. Each party expressly consents to the exclusive venue and personal jurisdiction in such courts, and irrevocably waives any right that it might have to assert that such forum is inconvenient or that any such courts lack jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

13.14 Equitable Relief.
Except as expressly set forth herein with respect to sole remedies, nothing in this Agreement limits either party’s ability to seek equitable relief.

13.15 Counterparts.
Any Order Form or other document related to this Agreement may be executed in counterparts. Each party consents to do business electronically, including by electronic signature.

APPENDIX A

DEFINITIONS

1. “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Service.
2. “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at Law, in equity, or otherwise.
3. “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
4. “Cludo Indemnitee” means Cludo and its Affiliates.
5. “Cludo Materials” means the Specifications, and Cludo Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Cludo or any of Cludo’s subcontractors in connection with the Service or otherwise comprise or relate to the Service or Cludo Systems, but excluding Non-Cludo Offerings.
6. “Cludo Systems” means the information technology infrastructure used by or on behalf of Cludo in connection with the Service, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Cludo or through the use of subcontractors and/or Third-Party Inputs.
7. “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure. Cludo’s Confidential Information includes, but is not limited to Cludo's computer software (both object and source codes) and related documentation or specifications, pricing, and plans for future releases. Customer’s Confidential Information includes the Customer Data, but not the Resultant Data. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
8. “Covered Sites” means the website(s) listed on the applicable Order Form.
9. “Customer Data” means content provided by Customer (or at its direction) or a User by, through, or in connection with the Service, and any Personal Data obtained by or to which Cludo has access in connection with its provision of the Service to Customer. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Service by or on behalf of Customer or any User which is not Personal Data.
10. “Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services, including but not limited to the Covered Sites.
11. “Disclosing Party” means the party disclosing or making available Confidential Information to the other party.
12. “Fees” means the fees set forth in the Order Form and any other amounts due under this Agreement.
13. “Improvements” means any feedback, ideas, modifications, enhancements (including enhancement requests), recommendations, suggestions, or other derivative works (regardless of the source of inspiration) to the Service, other Cludo offerings, Non-Cludo Offerings, and/or other Third-Party Inputs.
14. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.
15. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
16. “Losses” means any and all losses, damages, deficiencies, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage.
17. “Malicious Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, time bombs, Trojan Horses, or other malicious computer code, the purpose or effect of which is to do harm. Malicious Code does not include software or other tools designed to be used by Cludo or its designee to disable Customer’s or any User’s access to or use of the Service in accordance with this Agreement.
18. “Non-Cludo Offerings” means Third-Party Inputs which may be available to Customer from time to time but are not required for the basic operation of the Service.
19. “Order Form” means the ordering form and any subsequent order forms specifying, among other things, the Service, Subscription, Subscription level, and other charges as agreed to between the parties.
20. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
21. “Personal Data” means information that Customer provides or for which Customer provides access to Cludo, or information which Cludo creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual; (ii) can be used to authenticate an individual; or (iii) is protected personal information under applicable Law. Personal Data includes, but is not limited to, first and last name, social security number and unique device identifiers (e.g., IP addresses and advertising identifiers).
22. “Professional Services” means implementation services and other services provided by Cludo, other than the Service, as described on the Order Form or one or more executed Statements of Work attached to an Order Form.
23. “Receiving Party” means the party receiving Confidential Information from the Disclosing Party.
24. “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, contractors, and financial and legal advisors.
25. “Resultant Data” means data and information related to Customer’s use of the Service, that is used by Cludo in an aggregate and anonymized manner, including but not limited to data used to compile statistical and performance information related to the provision and operation of the Service.
26. “Scheduled Downtime” means scheduled outages of the Service.
27. “Service” means Cludo’s hosted on-demand service, including upgrades and updates thereto made generally available by Cludo to all of its customers and any related Cludo Materials, but excluding Non-Cludo Offerings.
28. “Subscription” means Customer’s subscription to the Service.
29. “Subscription Level” means the subscription level and/or features identified on the Order Form.
30. “Subscription Period” means the initial period of Customer’s subscription to the Service and together with each renewal period.
31. "Support Services" means Cludo's standard customer support services, as generally offered to similarly situated customers from time to time.
32. “Term” means the term of this Agreement.
33. “Third-Party Inputs” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components that are not proprietary to Cludo, and any services provided by a third party.
34. “User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

General Terms & Conditions

Revised May 26, 2023

These General Terms and Conditions (“General Terms”), together with the Exhibit hereto, policies referenced herein, and Customer’s Order Form(s) referencing these General Terms (collectively, the “Agreement”), are a binding agreement between Cludo UK Ltd., a British limited company (“Cludo”), and the legal entity set forth on the Order Form (“Customer”). Capitalized terms have the meanings set forth in Exhibit A.

1. Service.

2. Service Levels and Support.

3. Customer Obligations and Use Restrictions.

3.1 Customer Assessment.
Customer is solely responsible for determining the suitability of the Service for Customer's business and complying with any Laws applicable to Customer’s use of the Service

3.2 Restrictions.
Customer shall not, and shall not permit any other Person to, access or use the Service or except as expressly permitted by this Agreement and, in the case of Third-Party Inputs, the applicable third-party terms. Without limiting the foregoing, Customer shall not, except as this Agreement expressly permits or where applicable Law prohibits such restriction:
a. copy, translate, disassemble, decompile, reverse engineer, modify, or create derivative works or improvements of any portion of the Service;
b. use the Service in connection with (including causing or permitting the Service to crawl) any, or otherwise transmit any content, data, or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy right or right of publicity, discriminatory or otherwise objectionable, including but not limited to any Covered Site containing any such content, data, or information;
c. rent, lend, sell, sublicense, assign, publish, or otherwise transfer or make available any portion of the Service to any third parties, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
d. bypass or breach the Service, or any host, network, or account related thereto, or access or use the Service other than by a User through the use of his or her own then valid Access Credentials, whether for security testing or otherwise;
e. input, upload, transmit, activate, or otherwise provide to or through the Service, any Malicious Code;
f. damage, destroy, disrupt, or otherwise interfere with, the Service, other Cludo Systems, Cludo’s provision of services to any third party, or any other equipment or networks connected to the Service;
g. remove, delete, alter, or obscure any trademarks, Specifications, warranties, disclaimers, or any proprietary rights notices from any portion of the Service, including any copy thereof;
h. access or use the Service in any manner or for any purpose that infringes or otherwise violates any Intellectual Property Right or other right of any third party, or that otherwise violates any applicable Law;
i. access or use the Service for purposes of, or in connection with, competitive analysis, benchmarking, or the development, provision, or use of a competing software service or product, or copying all or a portion of its features or user interface;
j. use of the Service or Cludo products excessively or unreasonably; or
k. otherwise access or use the Service beyond the scope of the authorization granted under this Section 3.2.

3.3 Effect of Customer Failure or Delay.
Cludo is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3.4 Corrective Action and Notice.
If Customer becomes aware of any actual or threatened activity prohibited by this Agreement, Customer shall, and shall cause its Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Service and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Cludo of any such actual or threatened activity.

3.5 Data Backup.
Customer shall be solely responsible for maintaining backups of Customer Data, both during and after the Term of this Agreement. CLUDO’S SOLE OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR LOSS OF DATA IS TO REQUEST THAT CLUDO USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CUSTOMER WITH THE MOST RECENT VERSION OF THE APPLICABLE CUSTOMER DATA IN CLUDO’S POSSESSION. EXCEPT FOR THE OBLIGATION DESCRIBED IN THE PRIOR SENTENCE, CLUDO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

4. Data Privacy.

4.1 Data Processing through Cludo Services.
The Included Services are designed and developed to collect and process our Customers’ website content and certain operational data in relation thereto. Any personal data processed by Cludo when performing the Included Services is processed according to the Customer’s instructions and on its behalf. To fulfill both parties’ obligation under the General Data Protection Regulation (EU) 2016/679, the UK Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA 2018), or any applicable data protection Laws, Customer, as the Data Controller, is responsible for entering into a Data Processing Agreement with Cludo which lives up to any then-current legal standards. An example of such can be provided to the Customer upon request. If no Data Processing Agreement has been entered into, the parties are deemed to have entered into Cludo standard Data Processing Agreement.

4.2 Data Processing of Users and Customer contacts.
Other than the processing of Customer’s data set forth in Section 4.1., Cludo collects some general usage and contact information about the Users of the Cludo services and other contact persons provided by Customer, such as the names and emails of the Cludo Users, for internal necessary purposes such as customer identification, invoicing, support and sharing information about Cludo products to Customer. In this regard, Cludo will be the Data Controller and the Customer acknowledges and agrees that general Customer and User information will be collected for Cludo’s internal use. The Customer has the right to access, correct, modify and erase any personal data provided by the Customer to Cludo. To exercise these rights contact privacy@cludo.com.

4.3 Customer Owned Data.
All data provided to Cludo through the use of the Included Services is and shall remain Customer property. Cludo does not sell or in any other way provide any information processed this way to any third party. To enable Cludo to provide Customer with the Included Services, and subject to these Terms, Customer hereby grants to Cludo a non-exclusive right to use and process data provided by Customer solely in connection with Cludo’s operation of the Included Service on Customer’s behalf.

5. Fees and Payment.

5.1 Fees.
Customer shall pay Cludo the Fees as described in this Agreement. Unless other payment terms are set forth in the Order Form, the Fee for the initial Subscription Period is due upon execution of the Order Form, and Fees for each subsequent Subscription Period are due at least one week prior to commencement of such Subscription Period. All other amounts are due within thirty (30) days of the invoice date. Additional use of the Service in excess of the Subscription limits set forth in the Order Form will be subject to additional Fees. The Fees for each subsequent Subscription Period may be increased by the price increase percentage specified in the Order Form.
In the event of circumstances beyond Cludo’s control, including, without limitation earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God, Cludo reserves the right to increase the Fees specified in the Order Form to an extent that reflects such circumstances.

5.2 Taxes.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments, including VAT, which are the responsibility of Customer, except for any taxes imposed on Cludo’s income. If any such tax or duty has to be withheld or deducted from any payment under the Agreement, Customer will increase such payment so that after such withholding or deduction Cludo shall have received an amount equal to the payment otherwise required. Any such tax or duty which is to be paid by Cludo will be invoiced to Customer.

5.3 Late Payment.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Cludo may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Customer shall reimburse Cludo for all reasonable costs incurred by Cludo in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Customer is responsible for providing complete and accurate billing and contact information to Cludo and notifying Cludo of any changes to such information, as well as any late fees due to Customer’s failure to update such information.

5.4 No Refunds or Deductions.
Except as expressly set forth herein, Subscriptions are not cancellable, and all amounts payable to Cludo under this Agreement are nonrefundable, and shall be paid in full without any setoff, deduction, or withholding for any reason (other than any withholding of tax as may be required by applicable Law).

6. Confidentiality.

7. Intellectual Property Rights.

7.1 Cludo Property.
All right, title, and interest in and to the Service, including all Cludo Materials, and all Intellectual Property Rights therein, are and will remain with Cludo and, with respect to Third-Party Inputs, the applicable third-party provider. Customer has no right, license, or authorization with respect to any portion of the Service except as expressly set forth in Section 1.1 or the applicable third-party license. In addition, Customer hereby unconditionally and irrevocably grants to Cludo an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

7.2 Ownership of the website on which the Included Services are run.
Customer must be the owner or authorized administrator of the website(s) on which the Included Services are run. Unless Customer and Cludo expressly agree in writing otherwise, the Included Services may only be run on public websites and Customer Intranets (if specifically and separately agreed upon) that do not contain special categories of sensitive data as defined in Article 9 of the General Data Protection Regulation (EU) 2016/679 and of the UK GDPR. Customer shall retain all right, title and interest to all Customer Data and all pre-existing material/information provided by Customer.

7.3 Mitigation of Claims.
If all or any portion of the Service is, or in Cludo’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any User’s use of the Service, Cludo shall, at its option and sole cost and expense: (i) obtain the right for Customer to continue to use the Service; (ii) modify or replace all or any portion of the Service so as to make it non-infringing, while providing materially equivalent features and functionality; or (iii) by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Service or any specified part or feature thereof, without liability to Customer for such termination. THIS SECTION 7.3 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CLUDO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. Representations and Warranties.

9. Indemnification.

10. Suspension of Service.

11. Limitations of Liability.

12. Term and Termination.

13. Miscellaneous.

13.1 Survival.
The provisions set forth in the following sections, all of Customer’s payment obligations hereunder, and any other right or obligation of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement or the Order Form, will survive any expiration or termination of this Agreement: Sections 1.4, 1.6, 3, 4, 6, 7, 8.4, 9, 11, 12.4 and 13.

13.2 Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.3 Publicity.
Notwithstanding each party’s confidentiality obligations hereunder, Cludo may include Customer’s name and logo in lists of Cludo’s current or former customers on its website and in any sales or marketing materials or advertising. Customer may identify itself as a customer of Cludo’s Service.

13.4 Notices.
Notices to Customer from Cludo related to billing, renewal (or non-renewal), or suspension of the Service may be provided by email or regular mail to the billing contact for Customer on file with Cludo. Any other notice, consent, waiver, demand or similar communication under this Agreement shall be in writing and be deemed to have been given upon (i) personal delivery, (ii) delivery by an overnight courier service, or (iii) five (5) days after mailing via certified mail, return receipt requested, to Customer at the address set forth on Customer’s most recent Order Form, or if none, Customer’s most recent billing address on file, or to Cludo at 27 Gloucester Street, London, United Kingdom, WC1N 3AX. Either party may change such address by providing notice of such change pursuant to this Section 13.4.

13.5 Headings.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.6 Entire Agreement and Order of Precedence.
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. In the event of any conflict, the documents will control in the following order, except for exceptions expressly set forth therein: (a) first, each Order Form, but solely as to that particular Order Form, (b) second, these General Terms (including Exhibit A), and (c) third, any other documents incorporated herein by reference.

13.7 Assignment.
Customer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Cludo’s prior written consent. Any purported assignment or transfer in violation of this Section 13.7 is void. Cludo may freely assign this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

13.8 Force Majeure.
Cludo will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

13.9 No Third-Party Beneficiaries.
There are no third-party beneficiaries under this Agreement, except as set forth in Section 9.

13.10 Amendment and Modification.
Except as prohibited by Law, Cludo may make changes to these General Terms and the content of any links at any time by posting the modified General Terms, at https://www.cludo.com/terms-and-conditions-uk/, or with respect to links, at the URLs listed herein. Changes will become effective thirty (30) days following posting, except that changes to the General Terms related to any new features or functionality or that Cludo deems necessary under Law will be effective immediately upon posting. Cludo may, but is not required to, provide email notice to Customer of such changes. Changes to any Order Form require the mutual written consent of the parties.

13.11 No Waiver.
Neither party’s waiver or delay in exercising any of its rights is a waiver of any other rights, nor is Cludo’s acceptance of late or partial payment a waiver of any of its rights to collect any amount due.

13.12 Severability.
If any provision or portion of a provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision will be deemed null and void or, if possible, ‘blue-penciled’ and scaled back until it is no longer contrary to Law, and the remaining provisions of this Agreement will remain in effect.

13.13 Governing Law.
This Agreement is governed by the Law of England, excluding its conflict of laws rules. All claims arising out of or relating to this Agreement or the Service will be litigated exclusively in the courts of London. Each party expressly consents to the exclusive venue and personal jurisdiction in such courts, and irrevocably waives any right that it might have to assert that such forum is inconvenient or that any such courts lack jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

13.14 Equitable Relief.
Except as expressly set forth herein with respect to sole remedies, nothing in this Agreement limits either party’s ability to seek equitable relief.

13.15 Counterparts.
Any Order Form or other document related to this Agreement may be executed in counterparts. Each party consents to do business electronically, including by electronic signature.

APPENDIX A

DEFINITIONS

General Terms & Conditions

Revised May 26, 2023

These General Terms and Conditions (“General Terms”), together with the Exhibit hereto, policies referenced herein, and Customer’s Order Form(s) referencing these General Terms (collectively, the “Agreement”), are a binding agreement between Cludo, Inc. a Delaware corporation (“Cludo”), and the legal entity set on the Order Form (“Customer”).

1. Service.

1.1 Access and Use.
Subject to and conditioned on Customer’s and its Users’ compliance with the terms and conditions of this Agreement and timely payment in full of all Fees, Cludo hereby grants Customer a non-exclusive, non-transferable right to access and use Cludo’s Service during the Term, solely as described on one or more Order Forms executed by Cludo and Customer and referencing these General Terms. Each Order Form will include Customer’s choice of the Subscription Level. Customer may not decrease the Subscription Level during the Term.

1.2 Subscription.
The Service may be accessed and used for the Covered Sites. Use in connection with any additional websites will be subject to an additional Fee.

1.3 Professional Services.
Any Professional Services shall be described on the Order Form or on one or more Statements of Work attached to an executed Order Form, and are subject to additional Fees and such terms as may be provided to Customer by Cludo from time to time.

1.4 Non-Cludo Offerings.
In connection with the Service, Customer may have access to optional features designed to interoperate with Non-Cludo Offerings. Any use by Customer of Non-Cludo Offerings exchange of data between Customer and any provider of a Non-Cludo Offering, and any related governing terms, are solely between Customer and the applicable third-party provider. Cludo does not warrant or support Non-Cludo Offerings, nor does it guarantee their continued availability. The unavailability or discontinuation of any Non-Cludo Offering does not entitle Customer to any refund, credit, or other compensation.

1.5 Reservation of Rights.
Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights and all other rights in or relating to, the Service, Non-Cludo Offerings, or other Third-Party Inputs, whether expressly, by implication, estoppel, or otherwise. All such rights, including but not limited to, all rights to Improvements, are and will remain with Cludo and the respective rights holders in the Third-Party Inputs, and Customer hereby irrevocably assigns to Cludo all right, title, and interest in and to any Improvements developed or otherwise provided by Customer or its Users.

1.6 Changes to Service.
Cludo may modify, maintain, and/or enhance the Service at any time, provided that, except as otherwise set forth herein, or as Cludo deems necessary to comply with Law, Cludo shall not materially diminish the functionality of the Service during the Term.

1.7 Third Parties.
In accordance with the applicable Laws, Cludo may from time to time engage third parties, including subcontractors, and make use of Third-Party Inputs, in connection with its provision of the Service.

2. Service Levels and Support.

3. Customer Obligations and Use Restrictions.

4. Security; Processing of Personal Data.

4.1 Cludo Systems and Security Obligations.
Cludo will use commercially reasonable security measures (such as encrypted passwords and firewall protection) in providing the Service, and along with its subprocessors shall implement and maintain appropriate organizational, administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Personal Data and to protect against unauthorized access to or alteration, disclosure, destruction, or loss of Personal Data, and respond to data breaches.

4.2 Personal Data.
With respect to any processing of Personal Data by Cludo and its subprocessors on behalf of Customer, Cludo shall be regarded as “data processor” and Customer shall be regarded as “data controller” within the terms of the applicable data protection laws. As data processor, Cludo shall process Personal Data only in accordance with Customer’s instruction, which instruction is set out in full in this Agreement. Customer will ensure that the Covered Sites include Customer’s privacy policy, that (i) discloses Customer’s privacy practices and any other required information in accordance with all applicable Laws, and (ii) identifies the collection (via cookies, web beacons and other applicable means), tracking and use of information gathered in connection with the Service to the extent required by applicable Law. If required by applicable Law, Customer shall provide third parties all required information about such processing. Customer will obtain and maintain any required consents to permit the processing of Customer Data under these General Terms.

4.3 Investigations.
Upon request, and at Customer’s sole expense (including payment of Cludo’s then standard hourly rates and any legal fees), Cludo and its subprocessors will provide Customer with reasonable cooperation and assistance in connection with any complaint or request made by a supervisory authority if Customer is unable to respond to the complaint or request without such assistance.

4.4 Prohibited Crawling.
Customer acknowledges that the Service provided hereunder is designed solely for use with publicly available websites and information. and Customer represents and warrants that it will not cause or permit the Service to crawl any page which includes nonpublic or otherwise sensitive information, including but not limited to protected health information, financial information, and except pursuant to an executed Data Protection Agreement (“DPA”), any Personal Data of European Union citizens, and agrees that any such occurrence constitutes a material breach of this Agreement by Customer, and that any such occurrence constitutes a material breach of this Agreement.

4.5 Customer Control and Responsibility.
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any User in connection with the Service; (c) Customer Systems, including their compliance with the Americans with Disabilities Act and all other applicable Laws; (d) the security and use of Customer’s and its Users’ Access Credentials; and (e) all access to and use of the Service directly or indirectly by or through the Customer Systems or its or its Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4.6 Use of Data.
Cludo is permitted to use Customer Data, and to transfer and permit its subcontractors and providers of Third-Party Inputs to use Customer Data, (a) to provide the Service and prevent or address service or technical problems, (b) as required by Law, (c) to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and (d) as expressly permitted by Customer in writing. Cludo shall have the right to (and to retain third parties to) collect and analyze Resultant Data and to use it for any purpose.

5. Fees and Payment.

5.1 Fees.
Customer shall pay Cludo the Fees as described in this Agreement. Unless other payment terms are set forth in the Order Form, the Fee for the initial Subscription Period is due upon execution of the Order Form, and Fees for each subsequent Subscription Period are due at least one week prior to commencement of such Subscription Period. All other amounts are due within thirty (30) days of the invoice date. Additional use of the Service in excess of the Subscription limits set forth in the Order Form will be subject to additional Fees. The Fees for each subsequent Subscription Period may be increased by the price increase percentage specified in the Order Form.
In the event of circumstances beyond Cludo’s control, including, without limitation earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God, Cludo reserves the right to increase the Fees specified in the Order Form to an extent that reflects such circumstances.

5.2 Taxes.
All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments, including VAT, which are the responsibility of Customer, except for any taxes imposed on Cludo’s income. If any such tax or duty has to be withheld or deducted from any payment under the Agreement, Customer will increase such payment so that after such withholding or deduction Cludo shall have received an amount equal to the payment otherwise required. Any such tax or duty which is to be paid by Cludo will be invoiced to Customer.

5.3 Late Payment.
If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Cludo may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law. Customer shall reimburse Cludo for all reasonable costs incurred by Cludo in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Customer is responsible for providing complete and accurate billing and contact information to Cludo and notifying Cludo of any changes to such information, as well as any late fees due to Customer’s failure to update such information.

5.4 No Refunds or Deductions.
Except as expressly set forth herein, Subscriptions are not cancellable, and all amounts payable to Cludo under this Agreement are nonrefundable, and shall be paid in full without any setoff, deduction, or withholding for any reason (other than any withholding of tax as may be required by applicable Law).

6. Confidentiality.
In connection with this Agreement each party may disclose or make available Confidential Information to the other party. The Receiving Party will (i) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care), (ii) not use, disclose, or reproduce any Confidential Information of the Disclosing Party for any purpose other than to exercise its rights and perform its obligations under this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to its Representatives with a need to know and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Disclosing Party is responsible for any breach of this Section 6 by its Representatives. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: promptly notify Disclosing Party upon receipt of such demand and reasonably cooperate with Disclosing Party (at the expense of Disclosing Party) in any attempt to quash such legal process or to seek a protective order or other appropriate relief requested by Disclosing Party.

7. Intellectual Property Rights.

7.1 Cludo Property.
All right, title, and interest in and to the Service, including all Cludo Materials, and all Intellectual Property Rights therein, are and will remain with Cludo and, with respect to Third-Party Inputs, the applicable third-party provider. Customer has no right, license, or authorization with respect to any portion of the Service except as expressly set forth in Section 1.1 or the applicable third-party license. In addition, Customer hereby unconditionally and irrevocably grants to Cludo an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

7.2 Customer Data.
As between Customer and Cludo, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Agreement.

7.3 Mitigation of Claims.
If all or any portion of the Service is, or in Cludo’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any User’s use of the Service, Cludo shall, at its option and sole cost and expense: (i) obtain the right for Customer to continue to use the Service; (ii) modify or replace all or any portion of the Service so as to make it non-infringing, while providing materially equivalent features and functionality; or (iii) by written notice to Customer, terminate this Agreement and require Customer to immediately cease any use of the Service or any specified part or feature thereof, without liability to Customer for such termination. THIS SECTION 7.3 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CLUDO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. Representations and Warranties.

8.1 Mutual Representations, Warranties, and Covenants.
Each party represents that upon execution of each Order Form, it has validly entered into this Agreement, and that it will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Each party further represents that in the execution of each Order Form and related document, and in the performance of its obligations under this Agreement, it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar applicable Laws.

8.2 Additional Cludo Representations, Warranties, and Covenants.
Cludo represents, warrants, and covenants to Customer that the Service will substantially conform to the specifications stated in the Order Form. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with the Agreement and/or any documentation; (ii) any non-conformity is caused by the Covered Site(s) or any other services, materials, or other inputs being accessed through the Service which are not provided by Cludo; or (iii) the Service being used was provided as no fee/trial license of the Service. For any breach of such warranty, Customer’s sole remedy is termination of this Agreement pursuant to Section 12.3.

8.3 Additional Customer Representations, Warranties, and Covenants.
Customer represents, warrants, and covenants to Cludo that Customer’s and its Users’ use of the Service will at all times comply with all applicable Laws and this Agreement, as well as any other acceptable use policies provided to Customer and/or available on Cludo’s website from time to time.

8.4 Export Compliance.
The Service, including the technical information, provided pursuant to this Agreement may be subject to export Law of the United States and other jurisdictions. Customer will not use distribute, transfer, or transmit the Service or any related products, software, or technical information except in compliance with U.S. and other applicable export Law.

8.5 DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND CLUDO MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLUDO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF MALICIOUS CODE, OR ERROR FREE. ALL THIRD-PARTY INPUTS, INCLUDING NON-CLUDO OFFERINGS, ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY INPUTS IS STRICTLY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PROVIDER.

9. Indemnification.

10. Suspension of Service.
Cludo retains the right to suspend Customer’s access to the Service (without incurring any obligation or liability to Customer or any other Person by reason of such suspension) in the event of (a) Customer’s failure to make a payment when due or other breach of this Agreement, where such failure or breach continues for a period of fourteen (14) days following written notice from Cludo; or (b) any suspected security threat or breach of the obligations under Section 3.2 of this Agreement, in which case prior notice is not required. Cludo will terminate any such suspension as soon as, in the case of (a), Customer has cured such breach, and in the case of (b), Cludo determines that the risk underlying the suspension has been mitigated to Cludo’s reasonable satisfaction.

11. Limitations of Liability.

12. Term and Termination.

13. Miscellaneous.

13.1 Survival.
The provisions set forth in the following sections, all of Customer’s payment obligations hereunder, and any other right or obligation of the parties in this Agreement that, by their nature, should survive termination or expiration of this Agreement or the Order Form, will survive any expiration or termination of this Agreement: Sections 1.4, 1.6, 3, 4, 6, 7, 8.4, 8.5, 9, 11, 12.4 and 13.

13.2 Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.3 Publicity.
Notwithstanding each party’s confidentiality obligations hereunder, Cludo may include Customer’s name and logo in lists of Cludo’s current or former customers on its website and in any sales or marketing materials or advertising. Customer may identify itself as a customer of Cludo’s Service.

13.4 Notices.
Notices to Customer from Cludo related to billing, renewal (or non-renewal), or suspension of the Service may be provided by email or regular mail to the billing contact for Customer on file with Cludo. Any other notice, consent, waiver, demand or similar communication under this Agreement shall be in writing and be deemed to have been given upon (i) personal delivery, (ii) delivery by an overnight courier service, or (iii) five (5) days after mailing via certified mail, return receipt requested, to Customer at the address set forth on Customer’s most recent Order Form, or if none, Customer’s most recent billing address on file, or to Cludo at 111 S. Washington Ave, Suite 310, Minneapolis, Minnesota 55401 . Either party may change such address by providing notice of such change pursuant to this Section 13.4.

13.5 Headings.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.6 Entire Agreement and Order of Precedence.
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. In the event of any conflict, the documents will control in the following order, except for exceptions expressly set forth therein: (a) first, each Order Form, but solely as to that particular Order Form, (b) second, these General Terms (including Exhibit A), and (c) third, any other documents incorporated herein by reference.

13.7 Assignment.
Customer shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Cludo’s prior written consent. Any purported assignment or transfer in violation of this Section 13.7 is void. Cludo may freely assign this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

13.8 Force Majeure.
Cludo will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

13.9 Federal Government End Use Provisions.
The Service was developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements. Cludo provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these General Terms, it must negotiate with Cludo to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable Order Form or other agreement.

13.10 No Third-Party Beneficiaries.
There are no third-party beneficiaries under this Agreement, except as set forth in Section 9.

13.11 Amendment and Modification.
Except as prohibited by Law, Cludo may make changes to these General Terms and the content of any links at any time by posting the modified General Terms, at https://www.cludo.com/terms-and-conditions-us/, or with respect to links, at the URLs listed herein. Changes will become effective thirty (30) days following posting, except that changes to the General Terms related to any new features or functionality or that Cludo deems necessary under Law will be effective immediately upon posting. Cludo may, but is not required to, provide email notice to Customer of such changes. Changes to any Order Form require the mutual written consent of the parties.

13.12 No Waiver.
Neither party’s waiver or delay in exercising any of its rights is a waiver of any other rights, nor is Cludo’s acceptance of late or partial payment a waiver of any of its rights to collect any amount due.

13.13 Severability.
If any provision or portion of a provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision will be deemed null and void or, if possible, ‘blue-penciled’ and scaled back until it is no longer contrary to Law, and the remaining provisions of this Agreement will remain in effect.

13.14 Governing Law; Submission to Jurisdiction.
This Agreement is governed by Minnesota Law, excluding its conflict of laws rules. All claims arising out of or relating to this Agreement or the Service will be litigated exclusively in the federal or state courts of Hennepin County, Minnesota, USA. Each party expressly consents to the exclusive venue and personal jurisdiction in such courts, and irrevocably waives any right that it might have to assert that such forum is inconvenient or that any such courts lack jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

13.15 Equitable Relief.
Except as expressly set forth herein with respect to sole remedies, nothing in this Agreement limits either party’s ability to seek equitable relief.

13.16 Counterparts.
Any Order Form or other document related to this Agreement may be executed in counterparts. Each party consents to do business electronically, including by electronic signature.

APPENDIX A

DEFINITIONS

1. “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Service.
2. “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at Law, in equity, or otherwise.
3. “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
4. "Cludo Indemnitee” means Cludo and its Affiliates.
5. “Cludo Materials” means the Specifications, and Cludo Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Cludo or any of Cludo’s subcontractors in connection with the Service or otherwise comprise or relate to the Service or Cludo Systems, but excluding Non-Cludo Offerings.
6. “Cludo Systems” means the information technology infrastructure used by or on behalf of Cludo in connection with the Service, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Cludo or through the use of subcontractors and/or Third-Party Inputs.
7. “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure. Cludo’s Confidential Information includes, but is not limited to Cludo's computer software (both object and source codes) and related documentation or specifications, pricing, and plans for future releases. Customer’s Confidential Information includes the Customer Data, but not the Resultant Data. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
8. “Covered Sites” means the website(s) listed on the applicable Order Form.
9. “Customer Data” means content provided by Customer (or at its direction) or a User by, through, or in connection with the Service, and any Personal Data obtained by or to which Cludo has access in connection with its provision of the Service to Customer. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Service by or on behalf of Customer or any User which is not Personal Data.
10. “Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services, including but not limited to the Covered Sites.
11. “Disclosing Party” means the party disclosing or making available Confidential Information to the other party.
12. “Fees” means the fees set forth in the Order Form and any other amounts due under this Agreement.
13. “Improvements” means any feedback, ideas, modifications, enhancements (including enhancement requests), recommendations, suggestions, or other derivative works (regardless of the source of inspiration) to the Service, other Cludo offerings, Non-Cludo Offerings, and/or other Third-Party Inputs.
14. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.
15. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
16. “Losses” means any and all losses, damages, deficiencies, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance coverage.
17. “Malicious Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, time bombs, Trojan Horses, or other malicious computer code, the purpose or effect of which is to do harm. Malicious Code does not include software or other tools designed to be used by Cludo or its designee to disable Customer’s or any User’s access to or use of the Service in accordance with this Agreement.
18. “Non-Cludo Offerings” means Third-Party Inputs which may be available to Customer from time to time but are not required for the basic operation of the Service.
19. “Order Form” means the ordering form and any subsequent order forms specifying, among other things, the Service, Subscription, Subscription level, and other charges as agreed to between the parties.
20. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
21. “Personal Data” means information that Customer provides or for which Customer provides access to Cludo, or information which Cludo creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual; (ii) can be used to authenticate an individual; or (iii) is protected personal information under applicable Law. Personal Data includes, but is not limited to, first and last name, social security number and unique device identifiers (e.g., IP addresses and advertising identifiers).
22. “Professional Services” means implementation services and other services provided by Cludo, other than the Service, as described on the Order Form or one or more executed Statements of Work attached to an Order Form.
23. “Receiving Party” means the party receiving Confidential Information from the Disclosing Party.
24. “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, contractors, and financial and legal advisors.
25. “Resultant Data” means data and information related to Customer’s use of the Service, that is used by Cludo in an aggregate and anonymized manner, including but not limited to data used to compile statistical and performance information related to the provision and operation of the Service.
26. “Scheduled Downtime” means scheduled outages of the Service.
27. “Service” means Cludo’s hosted on-demand service, including upgrades and updates thereto made generally available by Cludo to all of its customers and any related Cludo Materials, but excluding Non-Cludo Offerings.
28. “Subscription” means Customer’s subscription to the Service.
29. “Subscription Level” means the subscription level and/or features identified on the Order Form.
30. “Subscription Period” means the initial period of Customer’s subscription to the Service and together with each renewal period.
31. "Support Services" means Cludo's standard customer support services, as generally offered to similarly situated customers from time to time.
32. “Term” means the term of this Agreement.
33. “Third-Party Inputs” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components that are not proprietary to Cludo, and any services provided by a third party.
34. “User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

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