End User License Agreement (“eula”)
CLEARFLOW SaaS Platform
Last updated August 8, 2024
PLEASE READ THIS EULA CAREFULLY
This End User License Agreement ("Agreement") governs the use of the ClearFlow SaaS Platform ("Platform"), provided by ClearFlow LLC ("Company" or "We"), to the authorized users ("Authorized Users," "You," "Your") of the municipal or corporate Customer ("Customer") as defined in the Master Services Agreement ("MSA"). Authorized Users include employees, contractors, subcontractors, or vendors granted access by the Customer. In this Agreement, "You" also refers to any entity the Authorized User represents. This Agreement applies whether the Customer or Authorized Users obtain access to the Platform via the ESRI Marketplace, directly from the Company, or through an authorized reseller or distributor. This Agreement supplements the MSA and the ClearFlow Privacy Policy.
1. License Grant. The Company grants You a non-exclusive, non-transferable, limited license to use the Platform solely for the Customer’s internal business purposes as outlined in the MSA, provided the Customer has purchased, paid for, and maintains the subscription in good standing. The Platform is licensed for use by the Customer identified in the MSA, ESRI Marketplace purchase, or reseller/distributor agreement, which may have multiple Users identified with that organization.
2. Restrictions. You shall not:
2.1. Copy, modify, create derivative works based on the Platform.
2.2. Reverse engineer, decompile or disassemble the Platform, unless expressly permitted by law.
2.3. Distribute, sublicense, rent or lease the Platform to third parties outside the licensed organization.
2.4. Remove or alter proprietary notices, trademarks, or labels.
2.5. Allow unauthorized access, misuse access credentials, or use the Platform for illegal purposes.
2.6. Perform any benchmarking, performance, or functionality tests without prior consent from the Company.
3. Ownership and Intellectual Property Rights. Ownership and Intellectual Property. The Platform is licensed, not sold. The Company retains all rights, title, and interest, including all intellectual property rights, in and to the Platform. No title to the intellectual property in the Platform is transferred to the Customer or Authorized Users. The Company’s trademarks, logos, and other branding elements remain its exclusive property and may not be reproduced or used without prior written consent. Any rights not expressly granted herein are reserved by the Company.
4. Updates and Upgrades. The Company may provide updates or upgrades to the Platform. This Agreement will apply to such updates or upgrades unless such updates or upgrades are accompanied by a separate license agreement, in which case the terms of that license agreement will govern. Updates or upgrades to the Platform may be provided by the Company under the terms outlined in the MSA.
5. Platform Prerequisites. Customers are required to maintain active subscriptions to third-party services that the Company integrates with, such as ESRI ArcGIS Online, in accordance with the terms outlined in the MSA.
6. Term and Renewal. The term and renewal conditions for Your access and use of the Platform are governed by the MSA executed between the Company and the Customer (e.g., your municipal water department). All details regarding the duration, renewal process, and termination of services are set forth in the MSA. Please refer to the MSA for any specific terms related to the ongoing provision of the Platform.
7. Platform Prerequisites. The following prerequisites, as further detailed in the MSA, are necessary to ensure the proper functioning and full utilization of the Platform:
7.1. Active ArcGIS Pro (with ArcGIS Online Subscription) is required for use of the Platform.
7.2. Each field worker also requires an ArcGIS Mobile Worker Access or Field Maps license.
8. Additional Services. The Company may provide additional services as described in the MSA, including installation, customization, integration, and support services. Details of these services, including any associated fees, are outlined in the MSA and applicable Quotes or Statements of Work. These services may include, but are not limited to:
8.1. Installation Services: Assistance with the initial deployment, configuration, and setup of the Platform, including any required system installations.
8.2. Customization Services: Tailoring the Platform to meet the specific operational and business requirements of the Customer, as outlined in a separate SOW or customization agreement.
8.3. Integration Services: Connecting the Platform with the Customer’s existing systems, databases, or third-party services, including ESRI ArcGIS, to ensure seamless interoperability and data flow.
8.4. Support Services: Ongoing technical support, maintenance, and updates to ensure optimal performance of the Platform, as detailed in and governed by the terms outlined in the SLA section of the MSA.
9. Data Processing. The processing, collection, and use of Customer Data, including personal data, is governed by the ClearFlow Privacy Policy and the terms set forth in the MSA. Users must comply with the Privacy Policy, especially regarding data subject to public records laws. The Customer is responsible for ensuring that its Users adhere to these terms, and any data breaches or misuse by Authorized Users are the Customer’s responsibility.
10. Data Security. The Company implements industry-standard security measures, including encryption, firewalls, access controls, and regular audits, as outlined in the MSA and Privacy Policy. The Customer and its Authorized Users must maintain secure access credentials and notify the Company immediately of any unauthorized access or breach. The Customer is ultimately responsible for breaches caused by the actions or omissions of its Users.
11. Account and Payment Terms. Continued access to and use of the Platform is contingent upon the Customer's account being in good standing, as defined by the payment terms outlined in the MSA and applicable Quotation or Statement of Work. Non-payment or delinquent payment may result in suspension or termination of Your access to the Platform. The Customer must adhere to the payment terms set forth in the MSA to maintain access, and failure to comply with these terms may result in restricted access to the Platform.
12. Warranty
12.1. Coverage: The Company warrants that the Platform will be free from material defects and function in accordance with the documentation for 12 months following successful implementation, subject to the terms and limitations in the MSA. This warranty applies to both the Customer and Users.
12.2. Terms: Any defects identified during the warranty period will be corrected at no additional cost to the Customer, in accordance with the MSA. Users must report any defects promptly through the appropriate channels in accordance with the terms outlined in the MSA.
12.3. Limitations: This warranty does not cover issues caused by misuse, unauthorized modifications, or circumstances beyond the Company’s reasonable control, including acts of God, system failures, or other force majeure events as further described in the MSA.
13. Warranty Disclaimer. The Platform is provided "AS IS" without warranty of any kind. The Company disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Platform will meet Your requirements or that the operation of the Platform will be uninterrupted or error-free.
14. Limitation of Liability. To the maximum extent permitted by law, the Company shall not be liable for any special, incidental, indirect, or consequential damages arising from Your use of or inability to use the Platform, except where expressly provided under the MSA. Any limitations of liability shall be governed by the terms set forth in the MSA.
15. Indemnification: You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses, including reasonable attorney fees, arising from your use of the Platform or violation of this Agreement. This indemnification is governed by the broader indemnity terms outlined in the MSA.
16. Governing Law, Jurisdiction, Dispute Resolution and Force Majeure. Governing Law, Jurisdiction, and Dispute Resolution. The governing law, jurisdiction, and dispute resolution procedures are defined in the Master Services Agreement (MSA). All Authorized Users and the Customer agree to be bound by these terms as outlined in the MSA, which shall govern any disputes or force majeure events related to this Agreement.
17. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force. The invalid or unenforceable provision will be modified only as necessary to make it enforceable, preserving its original intent.
18. Amendments. The Company may modify this Agreement at any time. Updates will take effect upon posting on the Company’s website, and significant changes will be communicated to the Customer. Continued use of the Platform constitutes acceptance of the modified terms. The Customer is responsible for ensuring all Users comply with the updated terms.
19. Privacy Policy. Your use of the Platform is subject to the ClearFlow Privacy Policy and MSA, which governs the collection, use, and sharing of Customer Data. This includes provisions specific to government or municipal entities, subject to public records laws, and the rights outlined under US state privacy laws such as CCPA. Please review it for further information regarding your rights and the Company’s obligations under applicable privacy laws.
20. Your Rights Under US State Privacy Laws. Your personal data rights, including those under laws such as the California Consumer Privacy Act (CCPA), are comprehensively addressed in the ClearFlow Privacy Policy. Both the Customer and Authorized Users should consult the Privacy Policy at ClearFlow.net for detailed information on rights such as access, deletion, correction, and data portability. This Privacy Policy also explains how to exercise these rights and the Company's obligations under applicable privacy laws.
21. Contact Information. If you have any questions about this Agreement, please contact us at:
ClearFlow LLC
7722 Gooseneck Ct
West Olive MI 49460
Email: [email protected]
Phone: 616-606-3866