ClearFlow Platform

Last updated June 23, 2026

PLEASE READ THIS EULA CAREFULLY

This End User License Agreement ("Agreement") governs access to and use of the ClearFlow Platform ("Platform") made available by ClearFlow LLC ("Company," "we," "us," or "our") to authorized users ("Authorized Users," "You," or "Your") of the municipal or corporate customer ("Customer") identified in the applicable Master Services Agreement ("MSA"). Authorized Users are Customer’s employees and third-party service providers, including contractors, subcontractors, consultants, managed-service providers, and vendors, authorized to access and use the Platform solely on Customer’s behalf and under Customer’s control. If You accept this Agreement on behalf of an entity, “You” includes that entity, and You represent and warrant that You have authority to bind it to this Agreement. This Agreement applies whether access is obtained through an online marketplace, directly from the Company, or through an authorized reseller or distributor. This Agreement supplements the MSA and ClearFlow Privacy Policy.

Acceptance of Agreement. By selecting an “I Agree” box or button, signing electronically, creating an account, or accessing or using the Platform after being presented with this Agreement, You agree to be bound by it. If You do not agree, or lack authority to bind the entity on whose behalf You seek access, You may not access or use the Platform. Electronic records, signatures, and notices used in connection with this Agreement have the same legal effect as paper records and handwritten signatures to the extent permitted by applicable law.

1. License Grant.

   1. The Company grants You a non-exclusive, non-transferable, limited, revocable license to access and use the Platform solely on Customer’s behalf and for Customer’s benefit, within the service area, scope, and term authorized under the applicable MSA, Proposal, marketplace purchase, or reseller/distributor agreement, provided Customer’s subscription remains in good standing. The Platform is licensed solely to Customer and not separately to any Authorized User, contractor, vendor, affiliate, or other third party.

   2. If You are a Customer employee, contractor, subcontractor, consultant, managed-service provider, vendor, or other third-party service provider, Your access is solely to perform services for Customer, on Customer’s behalf and under Customer’s control, within the licensed service area, scope, and term. Third-party access requires the Company’s prior written approval unless the applicable MSA, Proposal, or written partner, reseller, or distributor agreement provides otherwise. An entity accepting this Agreement for its personnel is responsible for their compliance with this Agreement and their acts and omissions in connection with the Platform. Your access does not create any independent license, ownership interest, commercial right, customer relationship, or right to access, use, provide, support, operate, or make available the Platform for any other customer, municipality, utility, service area, or business purpose.

   3. The Company may immediately suspend or terminate Your individual access if it reasonably believes You have violated this Agreement, including Section 2, without limiting any other available rights or remedies. Suspension or termination of an Authorized User’s access does not, by itself, terminate Customer’s subscription or the MSA.

2. Restrictions. You shall not:

   1. Copy, modify, create derivative works based on the Platform.

   2. Reverse engineer, decompile or disassemble the Platform, unless expressly permitted by law.

   3. Distribute, sublicense, rent, lease, sell, transfer, or otherwise make the Platform available to any third party, except for Authorized Users expressly permitted under this Agreement and the MSA.

   4. Remove or alter proprietary notices, trademarks, or labels.

   5. Allow unauthorized access, misuse access credentials, or use the Platform for illegal purposes.

   6. Perform, publish, disclose, or use any benchmarking, performance testing, comparative analysis, functionality testing, or competitive evaluation of the Platform without the Company’s prior written consent.

   7. Use the Platform or any non-public software, functionality, workflows, configurations, documentation, templates, reports, interfaces, designs, or other materials made available by or for the Company, excluding Customer Data (collectively, “ClearFlow Materials”), to develop, train, test, validate, market, provide, support, or improve—whether internally or for any third party—any software, platform, managed service, workflow product, or other offering that competes with the Platform, any Platform module, or the Services, or assist another person or entity in doing so.

   8. Systematically copy, capture, scrape, extract, document, analyze, or compile the Platform or ClearFlow Materials, except as reasonably necessary for Customer’s authorized operational use or as expressly permitted in writing by the Company. This restriction does not limit Customer’s authorized access to, use of, or export of Customer Data through the Platform’s standard functionality.

   9. Share Your account credentials, permit any other person to access the Platform using Your account, or use another person’s account credentials. This restriction does not prevent Customer from reassigning an individual user account through the Platform or another Company-approved account-administration process in accordance with the applicable MSA.

   10. Circumvent, disable, interfere with, or attempt to circumvent, disable, or interfere with any access controls, security features, rate limits, technical restrictions, or other safeguards of the Platform.

   11. Conduct, authorize, or permit any vulnerability scanning, penetration testing, security testing, or similar assessment of the Platform without the Company’s prior written consent.

   12. Access or use the Platform through any automated means, including bots, crawlers, scrapers, scripts, or similar tools, except through a Company-provided API or automation functionality specifically made available by the Company, or as otherwise expressly authorized in writing by the Company.

3. Ownership, Proprietary Rights, Confidentiality, and Feedback.

   1. Ownership. The Platform and ClearFlow Materials are licensed, not sold. Except for Customer Data and Customer’s rights under the applicable MSA, the Company retains all right, title, and interest, including all intellectual property rights, in the Platform, ClearFlow Materials, related software, documentation, designs, templates, workflows, updates, improvements, and derivative works. No rights in the Platform or ClearFlow Materials transfer to Customer or any Authorized User. The Company’s name, trademarks, logos, and branding remain its exclusive property and may not be used without prior written consent. All rights not expressly granted are reserved by the Company.

   2. Confidentiality of ClearFlow Materials. Non-public ClearFlow Materials are the Company’s Confidential Information. You may use them only as permitted by this Agreement, must protect them using at least reasonable care, and may disclose them only to the Company, Customer, or Authorized Users with a legitimate need to know for authorized Platform use and who are subject to confidentiality and use restrictions at least as protective as these. These obligations do not apply to information You can show through contemporaneous written records: (a) became public without breach of this Agreement; (b) was lawfully known to You without confidentiality restrictions before Company disclosure; (c) was independently developed without use of ClearFlow Materials; or (d) was lawfully received from a third party without breach of a confidentiality obligation. If disclosure is legally required, You will, to the extent permitted, promptly notify the Company and reasonably cooperate in seeking confidential treatment. Customer Data remains governed by the applicable MSA and Privacy Policy.

   3. Feedback. If You provide suggestions, comments, ideas, enhancement requests, or other feedback regarding the Platform or Services (“Feedback”), You grant the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, reproduce, modify, incorporate, distribute, and otherwise exploit the Feedback without restriction or obligation to You. Feedback is not Your Confidential Information unless the Company expressly agrees otherwise in writing.

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. Customer and Authorized Users must maintain the third-party subscriptions, licenses, devices, connectivity, and other prerequisites identified in the applicable MSA, Proposal, Platform documentation, or third-party provider terms. ClearFlow is not responsible for third-party services, licenses, availability, fees, or changes to third-party requirements.

6. Term and Access Termination. Your access begins when You accept this Agreement and Your account is provisioned, and continues only while Customer’s subscription remains active and in good standing, You remain authorized by Customer, and the Company has not suspended or terminated Your access. Subscription term, renewal, suspension, and termination are governed by the applicable MSA and related Customer agreement. Your access automatically ends when You are no longer an Authorized User or Customer withdraws authorization. Upon termination, You must stop using the Platform and, upon request, promptly return or destroy ClearFlow Materials in Your possession or control, excluding Customer Data and records required by law.

7. Additional Services. Any implementation, configuration, integration, customization, training, support, or other professional services are governed exclusively by the applicable MSA, Proposal, Statement of Work, or other written agreement between the Company and Customer.

8. Customer Data and Privacy. Customer Data ownership and Customer’s rights in Customer Data are governed by the applicable MSA. The Company’s collection, use, processing, retention, and protection of Customer Data and Personal Data are governed by the Privacy Policy, subject to the applicable MSA. You may access, enter, upload, download, export, use, disclose, or otherwise process Customer Data only as authorized by Customer, the applicable MSA, this Agreement, the Privacy Policy, and applicable law. You must comply with applicable privacy, public-records, data-protection, and records-retention laws, as well as Customer’s policies governing Customer Data. Nothing in this Agreement grants You any ownership interest in Customer Data or any right to use Customer Data for purposes unrelated to performing authorized services for Customer.

9. Security Responsibilities. You must maintain the confidentiality and security of Your account credentials, use reasonable safeguards to prevent unauthorized access to the Platform, promptly notify Customer and the Company of any suspected unauthorized access or security incident involving Your account, and cooperate reasonably with the Company and Customer in investigating or remediating such incident.

10. Customer Account Status. Your access depends on Customer’s active, good-standing subscription under the applicable Customer agreement. The Company may suspend or terminate Your access in connection with Customer’s subscription suspension, expiration, termination, or delinquency, as permitted under that agreement. No Authorized User, contractor, vendor, affiliate, or other third party has an independent right to access the Platform, Services, support, or other benefits apart from Customer’s active subscription.

11. Warranties and Disclaimers. Any warranties, disclaimers, limitations, and remedies applicable to the Platform or Services are governed exclusively by the MSA. Nothing in this EULA expands any warranty, service commitment, remedy, or obligation of the Company beyond those expressly stated in the MSA.

12. Limitation of Liability. To the maximum extent permitted by law, neither the Company nor its affiliates, licensors, officers, directors, employees, or agents will be liable to You or any entity You represent for indirect, incidental, consequential, special, exemplary, punitive, or cover damages; lost profits, revenues, goodwill, or data; or damages arising from this Agreement, the Platform, or Your use of or inability to use the Platform. The Company’s total liability to You and any entity You represent for all claims arising from this Agreement will not exceed one hundred dollars ($100.00). This Section does not limit the Company’s obligations to Customer under the applicable MSA or create any independent service commitment, warranty, remedy, or liability to an Authorized User beyond this Agreement.

13. Indemnification. You will defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising from: (a) Your use of the Platform in violation of this Agreement; (b) if You accept this Agreement for an entity other than Customer, that entity’s use of the Platform in violation of this Agreement; (c) unauthorized access to, disclosure of, or misuse of the Platform, ClearFlow Materials, or Customer Data by You or, if applicable, the entity You represent; or (d) Your or, if applicable, the entity You represent’s violation of applicable law or infringement of a third party’s rights. This obligation does not apply to the extent a court of competent jurisdiction finally determines the claim resulted from the Company’s gross negligence or willful misconduct. The Company will promptly notify You of an indemnified claim, but delayed notice relieves You only to the extent materially prejudiced. You control the defense and settlement, but may not settle a claim in a manner that admits Company liability, imposes an obligation on the Company, or otherwise adversely affects the Company without its prior written consent. This Section applies to Authorized Users and entities other than Customer that accept this Agreement for their personnel. Customer’s indemnification obligations are governed exclusively by the applicable MSA.

14. Equitable Relief. You acknowledge that a breach of Sections 2 or 3 may cause immediate and irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Company may seek temporary, preliminary, or permanent injunctive or other equitable relief to prevent or stop an actual or threatened breach, without the requirement to post bond to the extent permitted by applicable law.

15. Relationship to the MSA; No Third-Party Beneficiary Rights. This EULA governs Authorized User access to, conduct on, and use of the Platform. The MSA governs the contractual relationship between the Company and Customer. In the event of a conflict between this EULA and the MSA, the MSA controls with respect to Customer’s commercial terms, service obligations, and other matters between the Company and Customer, while this EULA controls with respect to Authorized User access, conduct, and Platform-use restrictions. The Privacy Policy controls the collection, use, processing, and protection of Personal Data and Customer Data, subject to the applicable MSA. Except to the extent expressly stated in the applicable MSA, no Authorized User, contractor, vendor, affiliate, managed-service provider, or entity represented by an Authorized User is a third-party beneficiary of the MSA or has any independent right to enforce the MSA, receive support or service-level commitments, assert warranty rights, or obtain remedies under the MSA.

16. Governing Law and Venue. This EULA is governed by the laws of the State of Michigan, excluding its conflict-of-law rules. Any dispute between the Company and You arising from or relating to this EULA shall be brought exclusively in the state or federal courts located in Grand Rapids, Michigan, and You consent to their jurisdiction and venue. If You are Customer, or a dispute is otherwise governed by the applicable MSA, the governing-law, dispute-resolution, arbitration, and venue provisions of the MSA control.

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 update this EULA from time to time with respect to Authorized User access, conduct, security, and Platform-use restrictions. Updated terms apply prospectively upon posting or, for material changes, upon the Authorized User’s affirmative acceptance through the Platform. The Company may require re-acceptance as a condition of continued access. No update to this EULA amends the MSA or modifies Customer’s pricing, subscription term, data ownership, service obligations, dispute-resolution rights, or other commercial terms unless separately agreed in writing by the Company and Customer in accordance with the MSA.

19. No Authority or Agency Relationship. No Authority or Agency Relationship. Unless expressly authorized in writing by the Company, You may not act for, bind, make commitments for, offer or provide the Platform or Services for, or make assurances, warranties, or support commitments on behalf of the Company. Nothing in this Agreement creates an agency, employment, fiduciary, partnership, joint venture, reseller, distributor, or other business relationship between the Company and You or any entity You represent, except under a separate written agreement signed by the Company. This Section does not restrict ordinary-course communications with Customer, the Company, or other Authorized Users while using the Platform or performing services for Customer.

20. Platform Monitoring. The Company may monitor and record Platform access, usage, and activity logs for security, support, service operation, compliance, and enforcement of this Agreement, subject to the Privacy Policy and applicable law.

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