End-User Licence Agreement (EULA)

Effective date: June 2, 2025

This End-User Licence Agreement ("Agreement") is between CLERK TECHNOLOGIES LIMITED ("Licensor") and you ("Licensee") and governs your use of Licensor’s software, websites, and related services (collectively, the "Software"). By accessing or using the Software, you agree to be bound by this Agreement.

1. Licence Grant

Subject to your compliance with this Agreement and applicable order forms, Licensor grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Software for your internal business purposes.

2. Restrictions

No sublicensing, renting, leasing, or timesharing of the Software.
No reverse engineering, decompiling, or disassembling except as permitted by law.
No use to develop a competing product or service, or to benchmark without consent.
Compliance with all applicable laws and regulations.

3. Accounts and Access

You are responsible for maintaining the confidentiality of account credentials and for all activities under your accounts. You will promptly notify Licensor of any unauthorized access or use.

4. Ownership

Licensor and its licensors retain all rights, title, and interest in and to the Software, including all intellectual property rights. No rights are granted to you other than as expressly set forth herein.

5. Third-Party Services

The Software may interoperate with third-party services subject to their own terms. Licensor is not responsible for third-party services.

6. Fees and Taxes

Fees, if any, are as set forth in the applicable order. Unless otherwise specified, fees are non-refundable. You are responsible for applicable taxes.

7. Confidentiality

Each party will protect the other party’s confidential information and use it only for the purposes of this Agreement.

8. Data Protection

Where the Software involves processing of personal data, the parties may enter into a separate data processing agreement. Licensor will implement appropriate technical and organizational measures to protect personal data.

9. Warranties and Disclaimers

The Software is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, Licensor disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor does not warrant that the Software will be uninterrupted, error-free, or free of harmful components.

10. Limitation of Liability

To the fullest extent permitted by law, Licensor will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill. Licensor’s aggregate liability will not exceed the amounts paid by you for the Software in the 12 months preceding the claim.

11. Term and Termination

This Agreement begins when you first access the Software and continues for the applicable subscription or access term. Either party may terminate for material breach if not cured within 30 days’ written notice. Upon termination, your rights to use the Software cease immediately.

12. Export and Sanctions

You will comply with applicable export control and sanctions laws in connection with your use of the Software.

13. Governing Law; Venue

This Agreement is governed by the laws of the jurisdiction of incorporation of CLERK TECHNOLOGIES LIMITED, without regard to conflict of laws principles. Venue and jurisdiction for disputes will be in the competent courts of that jurisdiction.

14. Miscellaneous

Entire agreement; no other terms apply unless agreed in writing.
Severability; if a provision is unenforceable, the remainder remains in effect.
No waiver unless in writing.
Assignment only with Licensor’s consent, except to an affiliate or in a change of control.

15. Contact

For questions about this Agreement, contact:
CLERK TECHNOLOGIES LIMITED
Email: hello@melodo.io

This template is provided for convenience and will be reviewed by legal counsel. In case of conflict with signed order forms, those terms prevail.