End User License Agreement

Effective date: October 27, 2025 (and as subsequently updated per Section “Changes to This Agreement”).

This End User License Agreement (“Agreement” or “EULA”) is a binding agreement between you (“End User” or “you”) and Clarivia Inc. (“Company,” “we,” “our,” or “us”). This Agreement governs your use of the Clarivia applications and related services (“Application” or “App”) provided by Clarivia Inc. across all platforms, including but not limited to Apple iOS, Apple macOS, Google Android, Microsoft Windows, or Web.

1. Acceptance of Terms

BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APPLICATION, YOU:

(a) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;
(b) REPRESENT THAT YOU ARE OF LEGAL AGE AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT; AND
(c) AGREE TO BE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION.

If you obtained the App from the Apple App Store, you acknowledge that this Agreement is concluded between you and Clarivia Inc., not Apple Inc. (“Apple”), and that Apple is not responsible for the Application or its contents.

If you obtained the App from the Google Play Store, you acknowledge that this Agreement is concluded between you and Clarivia Inc., not Google LLC (“Google”), and that Google is not responsible for the Application or its contents.

2. License Grant

Subject to the terms of this Agreement and any applicable subscription plan, Clarivia Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

  • download, install, and use the Application for your personal, non-commercial purposes; and
  • access features made available to you based on your subscription level or account type.

This license applies to all versions, platform variants, and updates of the Application that Clarivia makes available to you.

Your right to use the Application is limited to devices you own or control and as permitted by the App Store / Play Store Terms of Service.

3. Subscription and Access

Some features, content, or functionality (“Premium Features”) are only available through a paid subscription.

  • By subscribing, you authorize recurring charges in accordance with the applicable pricing and billing terms.
  • Subscriptions automatically renew unless canceled in accordance with the platform’s subscription management process (e.g., Apple App Store, Google Play Store, or Clarivia web portal).
  • Free versions or trials, if offered, are subject to these same terms and may be modified or discontinued at any time.

You can manage and cancel your subscription at any time through your account settings in the applicable App Store, Play Store, or Clarivia account portal, as applicable, and cancellation will take effect at the end of the then-current billing period.

Clarivia Inc. reserves the right to change, suspend, or discontinue any aspect of the Application, including Premium Features, at any time without notice.

4. License Restrictions

You shall not, and shall not permit others to:

(a) copy, reproduce, or distribute the Application except as expressly allowed;
(b) modify, adapt, translate, or create derivative works of the Application;
(c) reverse engineer, decompile, or disassemble any portion of the Application;
(d) remove or obscure any copyright, trademark, or proprietary notice;
(e) rent, lease, sell, sublicense, or otherwise transfer the Application;
(f) use the Application for unlawful purposes or in violation of any applicable law or regulation; or
(g) use any means to disable, bypass, or tamper with security or usage restrictions in the Application.

5. Reservation of Rights

You acknowledge that the Application is licensed, not sold, to you. Clarivia Inc. and its licensors retain all rights, title, and interest in and to the Application, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights.

Except as expressly provided in the section ‘Generative AI Functionality’, no rights are granted with respect to any output, data, or content generated by the Application, including AI-generated content.

No title or ownership interest in the Application is transferred to you under this Agreement.

6. Account and Data

Certain features may require you to create an account. You agree to:

  • provide accurate and current information;
  • maintain the confidentiality of your login credentials; and
  • accept responsibility for all activities under your account.

The collection and use of data through the Application are governed by our Privacy Policy, available at https://www.clarivia.com/apps/privacy/. The Application may collect certain information automatically (such as usage statistics and technical diagnostics). All such collection and processing are described in the Privacy Policy. By using the Application, you consent to our collection, use, and sharing of information as described therein.

7. Updates

Clarivia Inc. may provide updates, bug fixes, patches, or new versions (“Updates”) at its sole discretion.

  • Updates may modify or remove existing features.
  • You agree that we have no obligation to provide any Updates or to continue supporting the Application.
  • All Updates are subject to this EULA unless a separate agreement accompanies them.

Based on your Device settings, when your Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so.

8. Maintenance and Support

Clarivia Inc. is solely responsible for providing maintenance and support for the Application. Neither Apple, Google, Microsoft, nor any other platform provider has any obligation to furnish such services.

Product Claims and IP Claims

You and Clarivia Inc. acknowledge that, as between the platform vendor (Apple, Google, Microsoft) and Clarivia Inc., Clarivia Inc. is solely responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (i) product liability claims, (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection, privacy, or similar legislation. Clarivia Inc. is also solely responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights.

9. Third-Party Services

The Application may integrate or provide access to third-party content or services (“Third-Party Services”). Clarivia Inc. is not responsible for these services, and your use of them is subject to the respective provider’s terms and privacy policies. This includes any third-party AI Providers used to power AI Features within the Application.

You agree to comply with any applicable third-party terms of agreement when using the Application, including the terms of your internet service provider, mobile data provider, device manufacturer, operating system provider, and any third-party services accessed through the Application.

10. Generative AI Functionality

Some Clarivia applications may include features that use artificial intelligence or machine learning technologies (“AI Features”), including those powered by third-party providers such as Google Gemini, OpenAI GPT, Anthropic Claude, or similar services (“AI Providers”).

(a) Third-Party AI Providers. The AI Features rely on third-party systems and APIs. Clarivia Inc. does not control or operate these systems and makes no representations or warranties regarding their availability, accuracy, reliability, or compliance. Your use of AI Features is also subject to the respective AI Provider’s terms of service and privacy policy.

(b) No Responsibility for Generated Content. Any content, text, images, or other output produced by the AI Features (“AI Output”) is generated automatically based on your inputs and third-party model behavior. Clarivia Inc. does not endorse, verify, or guarantee the accuracy, legality, or suitability of any AI Output. You use such content entirely at your own risk. You are responsible for implementing appropriate human review, verification, and safeguards before relying on or publishing any AI Output.

(c) User Responsibility for Prompts. You are solely responsible for the content, legality, and appropriateness of all inputs, prompts, or data you provide to the AI Features. You agree not to input or request any content that violates applicable laws, infringes intellectual property rights, or contains offensive, harmful, or misleading material.

(d) Intellectual Property and Use. Clarivia Inc. makes no claim of ownership over any AI Output created through your use of the AI Features. However, Clarivia retains ownership of all rights to the Application and its underlying AI integration framework. You are responsible for ensuring your use of any AI Output complies with applicable laws and third-party rights.

(e) Disclaimer. To the fullest extent permitted by law, Clarivia Inc. disclaims all liability for any damages or losses resulting from your use of, or reliance on, AI Outputs or AI Features. Different terms may apply for enterprise or custom agreements executed in writing.

11. Term and Termination

This Agreement is effective upon installation or use of the Application and continues until terminated.

You may terminate this Agreement by deleting your account (through the app, if applicable), the Application and all copies from your devices.

Clarivia Inc. may terminate this Agreement, or suspend access to the Application, at any time and without notice if you breach its terms or if continued use poses legal or security risks.

Clarivia Inc. reserves the right, in its sole discretion, to modify, suspend, or disable access to any part of the Application or its features, including Premium Features, at any time and for any reason, including business, technical, or legal considerations. In such cases, your sole and exclusive remedy shall be a refund of any prepaid, unused portion of your current subscription term, if applicable, and Clarivia’s total liability shall not exceed that amount. Clarivia Inc. shall not otherwise be liable for any modification, suspension, or discontinuation of the Application or any part thereof.

Upon termination, all rights granted to you under this Agreement will cease, and you must uninstall and delete all copies of the Application.

12. Disclaimer of Warranties

THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLARIVIA INC. AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE APPLICATION WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED.

Without limiting the foregoing, Clarivia Inc. does not warrant or make any representation regarding the accuracy, completeness, or reliability of any AI-generated content or outputs.

Nothing in this Agreement affects any statutory rights you may have under applicable consumer protection laws.

If the Application fails to conform to any applicable warranty, you may notify the Store with your subscription (Apple App Store, Google Play Store, Microsoft Store, or directly through Clarivia), and the Store provider may refund the purchase price, if any. Apple or Google shall have no other warranty obligations whatsoever.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLARIVIA INC., ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL CLARIVIA INC.’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR THE APPLICATION OR (B) THE FEES PAID BY YOU FOR THE SUBSCRIPTION TERM DURING WHICH THE CLAIM AROSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO THESE MAY NOT APPLY TO YOU.

14. Indemnification

You agree to indemnify and hold harmless Clarivia Inc., its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, or expenses (including attorneys’ fees) arising out of your use of the Application, including any AI Features or AI Outputs generated through the Application, violation of this Agreement, or infringement of any third-party rights.

15. Export Compliance

You must comply with all applicable U.S. and international export and import laws and regulations. You shall not export or re-export the Application or any related technical data without first obtaining all necessary government authorizations.

You represent and warrant that you are not located in a country that is subject to a U.S., Canadian, U.K., or EU Government embargo, or that has been designated by any such Government as a “terrorist supporting” country, and you are not listed on any Government list of prohibited or restricted parties. You agree not to use the Application for any purposes prohibited by applicable law.

16. Third-Party Beneficiary

If you downloaded and/or subscribed on iOS/macOS, you acknowledge that Apple and its subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms, Apple will have the right to enforce this Agreement against you as a third-party beneficiary.

If you downloaded and/or subscribed on Android, you acknowledge that Google and its subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms, Google will have the right to enforce this Agreement against you as a third-party beneficiary.

17. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. Any dispute shall be brought exclusively before the competent courts in Ontario, Canada. You are responsible for compliance with all local laws and regulations applicable to your access or use of the Application, including any AI-generated content.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect.

19. Changes to This Agreement

Clarivia Inc. reserves the right, at its sole discretion, to modify or update this Agreement from time to time. The most current version will always be available at https://www.clarivia.com/apps/license/ (or such other URL as Clarivia may designate). Any changes become effective immediately upon posting. By continuing to access or use the Application after changes are posted, you agree to be bound by the revised Agreement. If you do not agree to the updated terms, you must cease using the Application and delete all copies from your devices. Clarivia may notify you of material changes by email, in-app notification, or by posting an updated version on its website or within the Application.

20. Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and Clarivia Inc. concerning the Application and supersedes all prior agreements or understandings, written or oral. In the event of any conflict between this Agreement and other Clarivia terms or policies, this Agreement shall govern your use of the Application, while the Terms of Service govern the use of the Clarivia website and online services.

21. Survival

Sections 5 (Reservation of Rights), 10 (Generative AI Functionality), 11 (Term and Termination) — last two paragraphs, 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15/15A (Export and Sanctions), 17 (Governing Law), 18 (Severability), 19 (Changes), 20 (Entire Agreement), and 21 (Survival) survive termination.

22. Contact

Questions, complaints, or claims regarding the Application should be directed to: support@clarivia.com