EULA

End User License Agreement for Clarivellum Software

 

Effective Date: 16th March, 2026

This End User License Agreement (the “Agreement“) is a legal agreement between you (either an individual or a single entity, referred to as “You” or “Your“) and Crascit Pty Ltd (ABN 95 635 397 483), an Australian proprietary limited company with its principal place of business in Melbourne, Victoria, Australia (“Crascit“, “We“, “Us“, or “Our“).

By installing, downloading, accessing, or otherwise using the Clarivellum software suite (including any related documentation, updates, or services provided therewith, collectively the “Software“), You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, You may not install, download, access, or use the Software in any manner.

The Software is licensed, not sold. This Agreement applies to all products and variants within the Clarivellum suite, including but not limited to desktop applications, command-line tools, AI tools, background services, and any future packages or expansions.

For the purpose of this Agreement, “Personnel” means each party’s affiliates, officers, directors, employees, agents, suppliers, and licensors.

1. Grant of License

Subject to Your compliance with this Agreement and payment of applicable fees, We grant You a non-exclusive, non-transferable (except as expressly permitted herein), revocable, limited license during the term of Your subscription to:

  1. Install and use the Software on up to five (5) devices owned or controlled by You for Your personal or commercial internal business purposes, provided such use complies with applicable law and does not involve any illegal activities.

  2. Access and use any updates, upgrades, or modifications to the Software that We make available during the subscription term. This license is limited to the object code form of the Software and does not include the right to source code, except as required by applicable law. You may make a reasonable number of copies of the Software solely for backup or archival purposes, provided all such copies include all copyright and other proprietary notices intact.

2. Subscription and Fees
  1. Subscription Term. Access to and use of the Software requires a paid annual subscription (the “Subscription“). Subscriptions are billed in advance on an annual basis and automatically renew for successive one-year terms. Some users may receive waived or discounted fees at Our sole discretion.

  2. Fees and Payment. You agree to pay all fees associated with Your Subscription as specified at the time of purchase. All fees are non-refundable, except as required by applicable law. No pro-rata refunds or credits will be provided for partial Subscription terms, early termination, or unused portions of the Subscription period. Upon expiration or termination of the Subscription, Your right to use the Software will immediately cease, and You must uninstall and cease all use of the Software.

  3. License Verification. The Software may periodically connect to Our servers or a third-party licensing service to verify the validity of Your license and Subscription status. You consent to such connections and acknowledge that failure to connect or invalid license verification may result in restricted or suspended access to the Software.

3. Restrictions

You agree not to, and will not permit others to:

  1. Copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction.

  2. Distribute, sublicense, rent, lease, sell, or transfer the Software or any rights granted hereunder to any third party, except that You may transfer Your license to another individual or entity only with Our prior written consent, which We may withhold or condition in Our sole discretion. We are under no obligation to approve any such transfer requests.

  3. Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.

  4. Use the Software in any manner that:

    1. infringes, misappropriates, or violates any third-party rights;

    2. is unlawful or promotes unlawful activity; (iii) disrupts, interferes with, or accesses any computer system or network in an unauthorized way; or

    3. attempts to bypass or circumvent any license or usage restrictions.

    4. Use the Software on more than five (5) devices concurrently, or in any way that suggests unauthorized multi-user or enterprise deployment without Our express written agreement.

Any breach of this Section 3 will result in immediate termination of this Agreement and Your license.

4. Ownership and Intellectual Property

The Software, including all intellectual property rights therein (e.g., patents, copyrights, trademarks, trade secrets), is and remains Our exclusive property or that of Our licensors. Nothing in this Agreement transfers any ownership or intellectual property rights to You. You acquire only the limited license rights expressly granted herein. All feedback, suggestions, or improvements You provide regarding the Software will be deemed Our non-confidential information, and You grant Us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into Our products and services.

5. Updates and Data Collection
  1. Updates. During the Subscription term, the Software may automatically check for and download updates, upgrades, or security patches. You consent to such automatic updates and agree that they may be applied without further notice. Use of the Software after an update constitutes acceptance of any revised terms.

  2. Data Collection. To verify licenses, provide updates, and improve the Software, the Software may collect and transmit to Us or a third-party licensing service:

    1. license and device identification information; and
    2. anonymous, aggregated usage data including but not limited to the platform type, feature usage statistics, and error logs. This usage data will not include personally identifiable information unless You explicitly provide it. You consent to such collection and transmission. We will process any personal data in accordance with Our privacy policy available at https://crascit.com/privacy-policy. Our privacy policy is incorporated into this Agreement by reference.
6. No Warranty; Disclaimers
  1. The Software is provided as is and Crascit does not guarantee, and makes no warranties, to the extent permitted by law, that:

    1. the Software will be free from errors or defects;

    2. the Software will be accessible or available at all times; or

    3. any information provided through the Software is accurate or true.

  2. Crascit does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Software.

  3. You must take your own precautions to ensure that the process which you employ for accessing the Licensed Materials does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

  4. All express or implied representations and warranties given by the Crascit or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option in the case of goods or services, be limited to a refund of the amount paid by you subject to clause 7(a).

7. Limitation of Liability
  1. To the maximum extent permitted by applicable law and subject to clause 7(b) below, the total liability of each party and its Personnel in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by You to Crascit for the Subscription in the twelve (12) months preceding the date of the event giving rise to the relevant liability.

  2. Clause 7(a) does not apply to Crascit or Your liability in respect of loss or damage sustained by Crascit, arising from Yours or a user you have provided access to breach of clause 3 or 4.

  3. To the maximum extent permitted by law, neither party or its Personnel will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by Crascit, except:

    1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

    2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

8. Indemnification

To the extent permitted by applicable law, You agree to indemnify, defend, and hold harmless Us and Our Personnel from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  1. Yours or your personnel’s use of the Software in violation of this Agreement or applicable law;

  2. Yours or your personnel’s gross negligence or willful misconduct; or

  3. any allegation that Yours or your personnel’s use of the Software infringes third-party rights, except to the extent caused by Our gross negligence or willful misconduct.

9. Support

We may, at Our discretion, provide limited support for the Software via email or other channels specified on crascit.com. However, We have no obligation to provide any support, maintenance, or technical assistance under this Agreement, and any support provided is on an “as-is” basis without warranty.

10. Termination
  1. This Agreement terminates automatically upon expiration or cancellation of Your Subscription. We may also terminate this Agreement immediately upon notice if You materially breach any term herein and fail to cure such breach within thirty (30) days of receiving written notice of the breach, except that We may terminate immediately without opportunity to cure for breaches of Sections 3 (Restrictions) or 4 (Ownership and Intellectual Property). Upon termination, You must immediately cease all use of the Software, destroy all copies in Your possession, and return or destroy any related documentation. Sections 4, 6, 7, 8, 10, and 11 will survive termination.

  2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

  3. You are solely responsible for removing any information you store in the Software prior to termination of this agreement. Crascit will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

11. Miscellaneous
  1. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements regarding the Software.

  2. Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

  3. Waiver. No waiver of any breach will constitute a waiver of any prior, concurrent, or subsequent breach.

  4. Assignment. You may not assign this Agreement without Our prior written consent. We may assign this Agreement without restriction.

  5. Export Controls. You agree to comply with all applicable export and re-export control laws and regulations.

  6. Governing Law and Dispute Resolution. This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

  7. Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.

  8. Contact Us. Questions about this Agreement? Contact Us by emailing support@crascit.com.

BY CLICKING “ACCEPT”, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. Crascit Pty Ltd