Euclid Terms of Service

THESE TERMS OF SERVICE ("TOS") ARE ENTERED INTO BY AND BETWEEN EUCLID POWER INC. ("EUCLID") AND YOU. BY CREATING AN ACCOUNT WITH EUCLID, CLICKING "I ACCEPT" OR OTHERWISE USING EUCLID'S PLATFORM (THE "EUCLID PLATFORM"), YOU (OR THE ENTITY OR COMPANY THAT YOU REPRESENT) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS TOS, AS WELL AS THE ACCOMPANYING PRIVACY POLICY (AVAILABLE AT HTTPS://WWW.EUCLIDPOWER.COM/PRIVACYPOLICY). EUCLID'S PRIVACY POLICY AND TOS ARE REFERRED TO COLLECTIVELY AS THE "AGREEMENT". IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT REGISTER FOR AN ACCOUNT OR OTHERWISE USE THE EUCLID PLATFORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF YOU ARE AN EMPLOYEE OF AN ENTITY THAT IS A EUCLID CUSTOMER, THEN YOUR EMPLOYER'S AGREEMENT WITH EUCLID (AND NOT THIS TOS) GOVERNS YOUR USE OF THE EUCLID PLATFORM.

1. Limited License

Subject to your compliance with this TOS, Euclid hereby grants you a non-exclusive, non-transferable, license, without any right to sublicense, to access and use the Euclid Platform solely in connection with your work for a project developer or other entity that is a customer of Euclid (a "Euclid Customer"), including transaction advisory or consulting services for a Euclid Customer.

2. Restrictions

You shall not directly or indirectly (a) use the Euclid Platform or other confidential information of Euclid to create any product, software, documentation, or data that is similar to the Euclid Platform, (b) disassemble, decompile, reverse engineer, or use any other means to attempt to discover any source code of the Euclid Platform, or the underlying ideas, algorithms, or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share, or use the Euclid Platform in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify the Euclid Platform or any software or technology embodied therein, (e) use or allow the transmission, transfer, export, re-export, or other transfer of any product, technology, or information you obtain or learn pursuant to this TOS in violation of any export control laws or regulations of the United States or any other relevant jurisdiction, (f) except as authorized by Euclid, disclose any performance or benchmarking information with respect to the Euclid Platform to any third party, or (g) permit any third party to engage in any of the foregoing proscribed acts.

3. Intellectual Property Rights

a. Ownership. As between the parties, Euclid owns and retains all rights, title, and interest, including all related intellectual property rights in and to the Euclid Platform and any technology, templates, materials, or software used to provide the Euclid Platform. This Agreement does not transfer ownership rights of any kind in the Euclid Platform, or any related materials to you or any third party.

b. Feedback. You may, from time to time and in your sole discretion, make suggestions for changes, modifications, or improvements to the Euclid Platform ("Feedback"). All Feedback shall be solely owned by Euclid (including with respect to all intellectual property rights) and shall also be Euclid's confidential information. You shall and hereby do make all assignments necessary to achieve such ownership.

c. Data. To the extent you provide Euclid with access to User Data (as defined below) in connection with the Euclid Platform, you hereby grants to Euclid a non-exclusive, worldwide, royalty-free, sublicensable license to (a) use, copy, reproduce, distribute, and make derivative works of User Data for the purpose of providing the Euclid Platform to you and the applicable Euclid Customer and (b) use User Data in connection with Euclid's improvement of the Euclid Platform and related Euclid products and services; provided, that Euclid will not disclose any User Data to a third party (other than Euclid's technology vendors and partners) without your prior written consent unless such User Data is aggregated and anonymized by Euclid. For purposes of this Agreement, "User Data" means any data or other content or information provided by you to Euclid in connection with the Euclid Platform. You shall retain all rights, title and interests (including all proprietary and intellectual property rights) in and to the User Data. You, not Euclid, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. You represent and warrant to Euclid that you have secured all necessary rights in the User Data as may be necessary to permit the access, use and distribution thereof as contemplated by this TOS. Euclid is not responsible to you for unauthorized access to User Data unless such access is due to Euclid's gross negligence or willful misconduct.

d. Session Replay Technology. We may use session replay technology in order to identify and resolve customer issues, to monitor and analyze how you use the Euclid Platform, to better understand user behavior, and to improve the Euclid Platform. By continuing to use the Euclid Platform, you consent to the use of session replay technology.

4. Term

Euclid is free to terminate (or suspend access to) your use of the Euclid Platform for any reason in its sole discretion, including your breach of this TOS. Euclid has the sole right to decide whether you are in violation of any of the restrictions set forth in this TOS.

5. Confidentiality

Except for the specific rights granted by this Agreement, you shall not use, possess, publish, or otherwise disclose any Euclid confidential information (including non-public information related to the Euclid Platform or the materials hosted thereon) without the prior written consent of Euclid. You receive any such confidential information in strict confidence, and shall use all reasonable efforts to protect such confidential information using a reasonable degree of care.

6. No Warranties

THE EUCLID PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, EUCLID MAKES NO PROMISE THAT USE OR OPERATION OF THE EUCLID PLATFORM WILL MEET YOUR REQUIREMENTS, RESULT IN ANY OUTCOME, OR BE ERROR-FREE OR UNINTERRUPTED. EUCLID HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT, BY OPERATION OF LAW, STATUTORY, OR OTHERWISE, REGARDING THE EUCLID PLATFORM, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limited Liability

REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, EUCLID WILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OF USE OR DATA, OR COST OF SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, OR (C) INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR INVESTMENT LOSSES. EUCLID'S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00), EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE EUCLID'S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL OF THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF EUCLID HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL OF THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO EUCLID'S SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS, AND AGENTS.

8. General

Euclid may update this TOS by providing notice to you (email sufficient) or by posting an updated version of the TOS on Euclid's website or within the Euclid Platform. Except for the foregoing, no change, consent, or waiver under this TOS will be effective unless in writing and signed by Euclid and you. The parties are independent contractors under this TOS, and nothing herein shall constitute either party as the employer, employee, or agent of the other party, or both parties as joint venturers or partners for any purpose. Any breach of this TOS will cause not only financial damage, but also irreparable harm to Euclid for which money damages will not be an adequate remedy. In addition to Euclid's other rights and remedies, you agree that Euclid will be entitled to an injunction or similar equitable relief against any breach or threatened breach, without the necessity of posting any bond. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflicts of laws provisions.

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