TERMS AND CONDITIONS

These Terms and Conditions ("Terms") govern your access to and use of the "Lucidity Platform" and related Services. These Terms constitute a legally enforceable and binding agreement between the Lucidity entity identified in the applicable Order Form (as defined below) ("Lucidity", "we", "us", or "our") and the Customer accepting these Terms ("Customer", "you", or "your") (each, a "Party" and collectively, the "Parties").

These Terms commence and become effective (the "Effective Date") as of the earliest of: (a) the date Customer first accesses or uses the Platform or sets up an account; or (b) any effective or commencement date specified in Customer's initial Order Form. For the avoidance of doubt, no Order Form is needed for these Terms to take effect.

You hereby agree to be bound by these Terms and each Order Form (collectively, the "Usage Terms"). In the event of any inconsistency or conflict between these Terms and an Order Form, these Terms shall prevail and control, except where the Order Form expressly identifies the specific provision of these Terms being overridden. If you do not agree to these Terms, you shall not access, download, or install the Software.

You shall comply with these Terms and all Applicable Laws (as defined below) and maintain reasonable records regarding your access to and use of the Software, which you shall furnish to Us on reasonable request.

1. Definitions

In these Terms, capitalised terms have the meanings set out below. Other terms are defined in the Clauses in which they first appear.

1. "Administrator" means a User designated by Customer with elevated rights to manage Customer's account, add or remove Users, configure permissions, and act on Customer's behalf in respect of the Services.
2. "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity, or the power to direct or cause the direction of its management and policies, whether through ownership of voting securities, by contract, or otherwise.
3. "Applicable Law" means all applicable laws, statutes, regulations, ordinances, bylaws, treaties, directives, judicial decisions, and orders of any governmental, regulatory, or judicial authority, including data protection, privacy, export control, sanctions, anti-bribery, and anti-corruption laws, as in force from time to time.
4. "Business Day" means any day other than a Saturday, Sunday, or public holiday in the principal place of business of the contracting Lucidity entity (as set out in Annexure B); "Business Days" shall be construed accordingly.
5. "Configuration Data" means non-content metadata that we collect from Customer's cloud accounts or other Customer-controlled environment to provide the Services, including resource identifiers, configuration settings, operational state, performance metrics, resource tags, telemetry, and crash and diagnostic reports, all as described in the Documentation. Configuration Data explicitly excludes Customer Data.
6. "Customer Data" means data, content, and files that Customer or its end users store in Customer's cloud accounts or other Customer-controlled environment. We do not access Customer Data, except as expressly authorised by Customer.
7. "Data" means "personal information," "personal data," or "sensitive personal data or information," each as defined under Applicable Law, as may be amended from time to time.
8. "Documentation" means the technical and user-facing documentation, specifications, and product descriptions for the Lucidity Platform and Products that Lucidity makes generally available, as updated from time to time.
9. "Intellectual Property Rights" means all rights, whether registered or unregistered, in and with respect to patents, copyrights, trade secrets, know-how, moral rights, trade names, domain names, trade dress, logos, trademarks, service marks, database rights, and any other similar rights or interests in intellectual or industrial property arising under the laws of any jurisdiction.
10. "Lucidity" (also "we," "us," or "our") means the specific Lucidity legal entity identified as the contracting party in the applicable Order Form, drawn from the entities listed in Annexure B (Lucidity Contracting Entities). Entity-specific provisions (including governing law and dispute resolution) apply per the entity identified in the Order Form. Where these Terms require us to perform an obligation, or where a right or remedy runs in favour of us, the obligation, right, or remedy is that of the Lucidity entity identified in the relevant Order Form.
11. "Lucidity Platform" (also referred to as the "Platform") means the cloud optimization software-as-a-service (SaaS) platform owned by us, including all Products, Documentation, APIs, underlying software, algorithms, infrastructure, and all related Intellectual Property Rights.
12. "Marketplace" means a third-party cloud or software marketplace (including without limitation AWS Marketplace and Microsoft Azure Marketplace) through which Customer may transact for a Subscription.
13. "Marketplace Provider" means the operator of a Marketplace (including without limitation Amazon Web Services, Inc. and Microsoft Corporation).
14. "Order Form" means an ordering document identifying the Products, quantities, Fees, the Ordering Channel, and other commercial terms applicable (including without limitation any Internet-based or email-based ordering mechanism, such as via a Marketplace), entered into by Customer for the purchase of a Subscription. Each Order Form is hereby incorporated into these Terms by reference.
15. "Ordering Channel" means the channel through which Customer obtains a Subscription, identified in the Order Form, as further described in Clause 3 (Ordering Channels).
16. "Partner" means a Lucidity-authorised reseller, distributor, referral partner, or other channel partner of the Lucidity Platform.
17. "Partner Order" means an order placed by a Partner with Lucidity for the provision of a Subscription to Customer under the Partner Billing or Marketplace Resell Ordering Channel.
18. "Product" (also referred to as the "Software") means any software, software-as-a-service offering, module, feature, application, agent, or other technology offering that We make available as part of the Lucidity Platform and that is identified in an Order Form, together with any editions, tiers, versions, variations, configurations, bundles, replacements, renamed or rebranded equivalents, and successor offerings of the foregoing. Products may include offerings made available on a beta, preview, early-access, or limited-availability basis, where identified as such in the Order Form or accompanying materials. Each Product has its own scope, license, and (where applicable) Fees as set out in the Order Form, and is further described in the Documentation to the extent then generally available. By way of illustration and not limitation, current Products include AutoScaler, Lumen, and Storage Assessment.
19. "Self-Hosted" means the Subscription configuration identified as Self-Hosted in the Order Form, under which Customer downloads, installs, or operates the Software within Customer's own infrastructure.
20. "Service / Services" means the Subscription and any support, professional, or other services provided by Us, including access to and use of the Lucidity Platform.
21. "Subscription" means Customer's subscription to one or more Products under an Order Form, on the terms set out in that Order Form (including duration, quantity, and Fees) and these Terms.
22. "Subscription Term" means the duration of a Subscription as set out in the applicable Order Form, including any renewal periods.

2. Grant of License

1. You are hereby granted, for the Subscription Term, a royalty-free, non-exclusive, limited, non-transferable, non-sublicensable license to download, install, access, and use the Lucidity Platform and the Products identified in the Order Form, solely for Your internal business purposes and subject to the usage limits, quantities, and any other applicable metrics set forth in the Order Form. Your right to access additional Products requires an amended or new Order Form.
2. Your Affiliates may use the Services subject to these Terms, provided that: (i) you remain fully liable for your Affiliates' compliance and use as if your own; (ii) Affiliate use counts toward your usage; (iii) on cessation of Affiliate status, the entity's rights terminate; (iv) any Affiliate may execute its own Order Form referencing these Terms, in which case the Affiliate becomes the contracting party for that Order Form.
3. You acknowledge that when You download, install, access, or use Software, information about Your device is captured automatically through cookies, web beacons, and other means may be collected. Further, before downloading, installing, or using the Software or specific features or functionality, you may need to submit certain information about Yourself. Our privacy policy applies to all Data received through or in connection with usage of Software and the same can be accessed at https://www.lucidity.cloud/privacy-policy.
4. Operation and Access Authorization. You acknowledge that the Lucidity Platform operates by (i) collecting Configuration Data from Your cloud environment, and (ii) executing actions on resources within Your cloud environment strictly in accordance with the rules, policies, and thresholds You (or Your Administrator) configure in the Platform. To the extent necessary for Us to provide the Services, You hereby authorize Us and Our Affiliates to access Your cloud environment and to receive Configuration Data. You are solely responsible for the rules, policies, configurations, and thresholds You configure, and for the consequences of actions taken by the Platform in accordance with such configurations.

3. Ordering Channels

1. You may obtain a Subscription through one of the Ordering Channels described below. The Ordering Channel applicable to Your Subscription is identified in the Order Form. Regardless of the Ordering Channel, these Terms govern Your access to and use of the Lucidity Platform and the Services. If there is any conflict between these Terms and any agreement You have with a Partner or with a Marketplace Provider, these Terms shall control with respect to Your access to and use of the Lucidity Platform and the Services. No Partner or Marketplace Provider is authorized to modify these Terms, or to make any warranties, representations, promises, or commitments on behalf of Lucidity or in respect of the Lucidity Platform.
2. Direct. You enter into an Order Form directly with Lucidity, are invoiced directly by Lucidity, and pay Lucidity directly in accordance with Clause 4 (Subscription Fees).
3. Partner Billing. You obtain a Subscription through a Partner that has placed a corresponding Partner Order with Lucidity. The Partner contracts with and invoices You under a separate agreement between You and the Partner; Lucidity provides the Lucidity Platform and Services to You pursuant to these Terms. Customer's access to and use of the Lucidity Platform is conditioned on Customer's acceptance of these Terms.
4. Referral. You enter into an Order Form directly with Lucidity (as in the Direct channel), and a Partner has referred You to Lucidity. The Partner has no contractual rights or obligations between Lucidity and You under this channel; any compensation arrangement between Lucidity and the Partner is separate and does not affect these Terms.
5. Marketplace. You transact for a Subscription through a Marketplace operated by a Marketplace Provider, and are billed by the Marketplace Provider in accordance with that Marketplace Provider's procurement and billing terms. The Marketplace Provider's procurement, billing, and refund terms govern the transaction layer (including how You order, pay, cancel, and obtain refunds through the Marketplace), and these Terms govern Your access to and use of the Lucidity Platform and the Services. In the event of any conflict between the Marketplace Provider's terms and these Terms, the Marketplace Provider's terms shall apply only to the transaction layer, and these Terms shall control all other matters.
6. Marketplace Resell. You transact for a Subscription through a Marketplace where a Partner has been authorized by Lucidity to resell the Subscription via that Marketplace (including via multiparty private offers). The Marketplace Provider's procurement and billing terms govern the transaction layer; the Partner's agreement (if any) with You governs Your commercial relationship with the Partner; and these Terms govern Your access to and use of the Lucidity Platform and the Services. Customer's access to and use of the Lucidity Platform is conditioned on Customer's acceptance of these Terms.
7. Lucidity's Obligations Conditional. Where the Ordering Channel is Partner Billing or Marketplace Resell, Lucidity's obligation to provide the Subscription is conditional on Lucidity having received the corresponding Partner Order (and, where applicable, payment from the Partner or Marketplace Provider). Lucidity may share information with the Partner or Marketplace Provider related to Your use and consumption of the Lucidity Platform for billing and account management purposes.

4. Subscription Fees

1. Fees. You agree to pay the fees and other charges set forth in each Order Form (the "Fees"). The Fee structure, rates, invoicing frequency, and method of measurement applicable to each Subscription shall be as set out in the Order Form. Where the Ordering Channel is Direct or Referral, You pay the Fees to Lucidity. Where the Ordering Channel is Partner Billing or Marketplace Resell, You pay the Fees to the applicable Partner in accordance with Your agreement with that Partner. Where the Ordering Channel is Marketplace, You pay the Fees to the applicable Marketplace Provider in accordance with that Marketplace Provider's procurement and billing terms. Lucidity may suspend or withhold access to the Lucidity Platform if Lucidity has not received the corresponding payment from the Partner or Marketplace Provider, in addition to any other rights Lucidity may have under these Terms.
2. Payment Terms. Unless expressly stated otherwise in an Order Form or these Terms: (i) all Fees are stated, and are to be paid, in the currency specified in the applicable Order Form; (ii) all Fees shall be paid within 30 days of receipt of invoice; (iii) except as set forth in Clause 15 (b), all payments and payment obligations under these Terms are non-refundable, and are without any right of set-off or cancellation; (iv) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable Law; and (v) Lucidity shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order Form, via a functionality of the Lucidity Platform, and/or via the applicable Partner or Marketplace Provider's billing platform.
3. If, You, in good faith, dispute any portion of an invoice, You will: (i) provide written notice of the disputed amount and the basis for dispute within 30 (Thirty) days of the invoice date; (ii) pay the undisputed portion by the due date; and (iii) cooperate with Us in good faith to resolve the dispute promptly. All disputes relating to the Fees shall be settled amicably within 14 (Fourteen) days from the date of intimation of such dispute, failing which, such dispute will be decided in accordance with the provisions of Clause 16 of these Terms.
4. Taxes. Amounts payable under these Terms are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Lucidity net income. Customer must provide a valid tax exemption certificate if claiming a tax exemption. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Lucidity shall be increased by the amount necessary so that Lucidity receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

5. Platform Services

1. Support Services. We shall provide support services in respect of the Lucidity Platform in accordance with Annexure A (Support Services), with the applicable Support Slab and any associated Fees as set out in the Order Form.
2. Professional Services. Lucidity is not obligated to provide any Professional Services. Any Professional Services mutually agreed between the Parties shall be set out in one or more Professional Services Statement(s) of Work (each, a "Professional Services SOW"). Professional Services shall be charged in accordance with such Professional Services SOW. Each Professional Services SOW shall be deemed incorporated into these Terms by reference. To the extent of any conflict between these Terms and a Professional Services SOW, these Terms shall prevail, unless and to the extent that the Professional Services SOW expressly states otherwise.
3. Operational Notifications. We may notify You of operational actions performed by Products on the resources You have onboarded (such as disk onboarding, expansion, shrinking, and tiering), through the contact details You have provided to Us.
4. Updates to the Platform. We will release updates to the Lucidity Platform from time to time at no additional charge. Updates may include performance enhancements, bug fixes, and minor feature improvements, and will be made available to You as part of the Subscription. We will use commercially reasonable efforts to apply security patches and vulnerability fixes promptly in accordance with the severity of the underlying issue. Except for security patches, the timing, content, and scope of Updates are at Our sole discretion.
5. Except as expressly set out in Clause 5(d), We have no obligation to: (i) provide any specific Update; or (ii) continue to provide or enable any particular feature or functionality of the Platform. We will use commercially reasonable efforts to provide You with at least ninety (90) days' prior written notice before discontinuing or materially degrading any feature or functionality of a Product to which You actively subscribe, except where a shorter notice period is required for security, legal, or regulatory reasons.
6. New Products and Premium Modules. From time to time, We may make available new Products, premium modules, or materially expanded functionality that are offered separately from Your existing Subscription. Access to any such new Product or premium module requires execution of an amended or new Order Form and payment of the applicable Fees. For the avoidance of doubt, ordinary Updates deployed under Clause 5(d) do not constitute new Products and are included in Your existing Subscription at no additional charge. All new Products and premium modules, once subscribed, form part of the Lucidity Platform and are subject to these Terms.

6. Third Party Services

Third Party Services. We may engage third-party service providers, contractors, and other agents (each, a "Sub-processor") to assist Us in providing the Services. We shall ensure that any Sub-processor with access to Configuration Data or other information about Customer's use of the Lucidity Platform is bound by written confidentiality and data security obligations no less protective than those set out in these Terms, and shall only access such information on a need-to-know basis to perform services for Lucidity. Lucidity remains responsible for its Sub-processors' performance of obligations under these Terms.

7. Restrictions on the Customer

Except as expressly permitted by these Terms or another written agreement with Us, You shall not, and shall not permit, encourage, or authorize any Administrator, employee, agent, Affiliate, or third party to:

1. incorporate, embed, or bundle any component of the Platform into Your own products or services made available to third parties;
2. sell, resell, rent, lease, lend, distribute, sublicense, assign, publish, transfer, or otherwise make available the Platform, the Services, the Software, or any component or copy thereof, in whole or in part, to any third party;
3. modify, delete, alter, tamper with, repair, or otherwise create derivative works of the Platform, the Services, the Software, or the Documentation, or remove, alter, or obscure any trademarks, warranties, disclaimers, copyright, patent, or other ownership, title, or proprietary rights notices on or within the Platform, the Services, the Software, the Documentation, or any copy thereof;
4. reverse engineer, reverse compile, decompile, disassemble, or otherwise transfer to any other storage the whole or any part of the Platform, the Services, the Software (including the object code version), or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of any of the foregoing;
5. use the Services to process, transmit, or make available any content for which You do not hold all necessary rights, licenses, consents, and permissions, or that (i) infringes or misappropriates the intellectual property, privacy, or other proprietary rights of any third party, or (ii) is unlawful, defamatory, obscene, or otherwise injurious;
6. use the Services to develop, train, or improve any product, service, or model that competes with the Platform, including using Configuration Data or Documentation for such purposes;
7. disable or circumvent, or attempt to disable or circumvent, any technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, the Software;
8. use the Services for the benefit of, or to provide services to, any third party (other than Affiliates as permitted under Clause 2), including on a service bureau, outsourcing, time-sharing, or managed-service basis;
9. use the Services to impersonate any person or entity, or to misrepresent the source, origin, or authenticity of any data, communication, request, or transaction transmitted through the Services;
10. use the Services in violation of Applicable Law, including export control, sanctions, anti-bribery, anti-corruption, data protection, and privacy laws;
11. upload, transmit, introduce, or otherwise provide to or through the Services, the Software, or the Documentation any information, materials, or Data that are unlawful, injurious, or that contain or activate any virus, trojan horse, worm, time bomb, backdoor, cancelbot, ransomware, drop-dead device, or other malicious code or programming routine intended or designed to damage, destroy, disrupt, disable, impair, interfere with, intercept, exfiltrate, or expropriate any system, program, Data, or personal information, or otherwise to provide unauthorized access to, or to harm, the Platform, the Services, or the Software;
12. access or use the Services, Documentation or Software for purposes of benchmarking against, or developing, competing products, or for any other purpose materially detrimental to Our commercial interests; or
13. otherwise access or use the Software beyond the scope of the license granted in Clause 2 (Grant of License).

The restrictions in this Clause 7 shall survive expiry or termination of these Terms.

8. Responsibilities of the Customer

You shall:

1. give necessary access to let Us perform Our obligations under these Terms;
2. designate one or more Administrators authorised to manage Your account, add and remove Users, configure permissions, and act on Your behalf in respect of the Services, and remain responsible for the acts and omissions of Your Administrators and Users as if they were Your own;
3. ensure that each User accesses the Services only through credentials issued to that User, keep all credentials and authentication factors confidential, and promptly notify Us of any suspected or actual unauthorised access, credential compromise, or other security incident affecting the Services;
4. provide and maintain accurate, current, and complete account, billing, and contact information, and update such information promptly upon any change;
5. maintain appropriate physical, technical, administrative, and organizational security measures within Your own systems, networks, infrastructure and devices to prevent unauthorized access to or leak of Data, including industry-standard endpoint protection, network controls, and access management;
6. obtain and maintain all rights, consents, licenses, and permissions, and provide all notices, required under Applicable Law for Us to receive, process, and use Configuration Data and any other Data You make available through the Services for the purposes contemplated by these Terms;
7. comply with all Applicable Laws in Your use of the Services, including export control, sanctions, data protection, and privacy laws, and ensure that Your Administrators and Users do the same; and
8. cooperate reasonably with Us in connection with implementation, integration, support, audits, security reviews, and incident response, and provide such information and assistance as We may reasonably request to perform the Services.

9. Our Obligations

We shall:

1. use commercially reasonable efforts to ensure that the Platform, as made generally available by Us, does not contain any virus, ransomware, or other malicious code intended to disrupt, disable, or damage Your systems or data;
2. use commercially reasonable efforts to make the Platform available in accordance with the service levels (if any) set out in the Order Form, and to provide support services in accordance with the Support Slabs set out in Annexure A;
3. not probe, scan, alter or modify, reverse-engineer, transfer to any other storage, or disassemble the Customer Data, Confidential Information and Your intellectual property;
4. use commercially reasonable efforts to resolve issues raised by Customer in accordance with the Support Slabs in Annexure A;
5. neither access nor use any Data in contravention of Applicable Law; and
6. provide on Customer's reasonable request a summary of Lucidity's then-current security and privacy practices, including security audit reports (subject to reasonable confidentiality protections) and other third-party assessments. Granting of physical access shall be at Our sole discretion.

Notwithstanding the foregoing, where the Subscription is Self-Hosted, Our obligations under this Clause 9 shall be limited to providing the Software (including Updates and remediation of defects in the Software as generally released by Us); We shall not be responsible for the operation, availability, performance, or security of the Software running within Customer's infrastructure or environment.

10. Warranties and Disclaimers

Mutual Warranties

Each Party represents and warrants to the other that:

1. it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation;
2. it has full right, power, and authority to enter into and perform its obligations under these Terms, and to grant the rights and licenses it grants or is required to grant hereunder;
3. the execution and delivery of these Terms and the transactions contemplated hereby do not and will not breach any Applicable Law, any order of any court or regulatory authority, or any agreement to which it is a party; and
4. it will comply with all Applicable Laws in the performance of its obligations and exercise of its rights under these Terms, including anti-bribery, anti-corruption, export control, and sanctions laws.

Our Warranties

We represent and warrant that:

5. We have sufficient rights in the Software, by ownership, license, or otherwise, to grant the rights and licenses granted to You under these Terms;
6. the Software will perform materially in accordance with the Documentation (as updated from time to time) when used in accordance with these Terms; and
7. We do not access Customer Data, except as expressly authorised by Customer.

Exclusive Remedy

8. Customer's exclusive remedy and Lucidity's sole liability for any breach of the warranty in Clause 10(f) shall be re-performance or correction of the Services by Lucidity within a reasonable time.

Disclaimers

9. Except for the express warranties expressly set out in this Clause 10, the provision of, access to, and use of, the Software, Platform, Services and Documentation is on an "AS IS" and "AS AVAILABLE" basis, without any representations or warranties of any kind, express or implied, including without limitation the warranties of merchantability, business enhancement, fitness for a particular purpose, reliability, availability, timeliness, security or accuracy of the data, information, schemes or databases and any warranties or conditions arising from any actual or alleged course of dealing, usage or trade practice. No oral or written information or advice given by Us or Our authorized representatives shall create a warranty nor in any way increase the scope of the warranties expressly set out in these Terms.
10. You agree that it is Your sole responsibility to determine if the Software meets the needs of Your business.

11. Intellectual Property

1. We retain all right, title, and interest, including all Intellectual Property Rights, in and to the Lucidity Platform, the Software, the Services, the Documentation, all billing, transaction, and usage records relating to Customer's Subscription and use of the Lucidity Platform, and any improvements, modifications, derivative works, or extensions of any of the foregoing. As between the Parties, Customer owns the Configuration Data; Customer grants Us a worldwide, royalty-free, non-exclusive license to access, use, process, store, and analyse Configuration Data for the purposes of providing the Services, supporting Customer, and improving the Lucidity Platform (including via Aggregated Data under Clause 11(d)). No rights in the Lucidity Platform are granted to You other than the limited license expressly set out in Clause 2.
2. You retain all right, title, and interest, including all Intellectual Property Rights, in and to Your Customer Data, Your trademarks and branding, and any materials You provide to Us in connection with the Services. We do not access, use, copy, modify, or disclose Customer Data, and acquire no rights in Customer Data, except as expressly authorised by You or as required by Applicable Law.
3. If You provide Us with any suggestions, comments, or other feedback regarding the Services ("Feedback"), You grant Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use and incorporate the Feedback into the Services, without any obligation to You. Feedback is provided voluntarily and We are under no obligation to keep Feedback confidential.
4. We may compile aggregated and anonymized data derived from Configuration Data and Your use of the Services, provided that such data does not identify You or any individual ("Aggregated Data"). We may use Aggregated Data to operate, improve, and analyse the Services, for benchmarking, and for Our other business purposes. Aggregated Data is Our property.
5. Mutual Marketing License. Each Party grants the other a non-exclusive, royalty-free license to use the other Party's name and logo solely to identify the other Party as a customer or vendor of the granting Party (such as on websites, in customer or vendor lists, and similar identification contexts). Any other use, including in case studies, press releases, testimonials, or detailed marketing or sales materials, requires the relevant Party's prior written consent (which may be by email).
6. This Clause 11 shall survive the expiry or termination of the Order Form and these Terms.

12. Confidentiality

1. "Confidential Information" means any non-public information disclosed to or accessed by one Party (the "Receiving Party") in connection with the information, systems, or affairs of the other Party (the "Disclosing Party") under these Terms, in any form and whether or not marked or identified as confidential, including any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure or access. Confidential Information includes, without limitation, (i) on Our part, the Lucidity Platform's non-public features, pricing, Documentation, technical architecture, algorithms, security measures, business plans, and roadmap; and (ii) on Your part, Your Configuration Data, account configuration, security posture, and non-public business information disclosed to or accessed by Us in connection with the Services. Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records: (A) is or becomes publicly known through no act or omission of the Receiving Party; (B) was lawfully known to the Receiving Party prior to disclosure or access without confidentiality obligations; (C) is lawfully received from a third party without confidentiality obligations; or (D) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
2. Both Parties shall hold all Confidential Information of the other Party in confidence and shall protect it using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care to prevent any unauthorized use, access, dissemination, disclosure, or publication of the Confidential Information. The Receiving Party shall use the Disclosing Party's Confidential Information solely to perform its obligations and exercise its rights under these Terms, and for no other purpose, including without limitation competitive analysis, benchmarking against the Disclosing Party, or development of competing products or services.
3. The Receiving Party may disclose Confidential Information-
   1. solely to its employees, contractors, Advisors and Affiliates who have a need to know such Confidential Information for the foregoing purposes, and who are bound by terms of confidentiality substantially similar to those set forth herein;
   2. as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; and/or
   3. as reasonably necessary to comply with any applicable Law.
4. The Receiving Party shall not decompile, disassemble, or reverse engineer any tangible objects or materials embodying the Disclosing Party's Confidential Information.
5. The Receiving Party shall notify the Disclosing Party in writing without undue delay, and in any event within seventy-two (72) hours after becoming aware, of any actual or confirmed unauthorized use, access, or disclosure of the Disclosing Party's Confidential Information, and shall reasonably cooperate with the Disclosing Party to mitigate any resulting harm, comply with breach notification obligations under Applicable Law, and prevent recurrence.
6. The obligations in this Clause 12 apply during the term of these Terms and survive in perpetuity following expiry or termination. Upon expiry or termination, or on the Disclosing Party's written request at any time, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control and, on request, certify such destruction in writing, subject to retention permitted by Clause 15(e) and any legal or regulatory retention obligations.

13. Indemnity

Lucidity Indemnification

1. In the event that, during the term of these Terms or the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer's authorized access and use of the Platform infringes such third party's copyright or patent (an "Infringement Claim"), Lucidity shall: (a) At its own expense, defend Customer against the Infringement Claim; and (b) Indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Infringement Claim (provided, however, that any insurance recoveries and/or indemnity or contribution amounts received by the Customer prior to receipt of indemnification by Lucidity, shall reduce the indemnifiable amount to be paid by Lucidity by the amount of such recovery).
2. Lucidity has no obligation or liability under Clause 13(a) to the extent the Infringement Claim arises from or is based on:
   1. Customer's use of the Lucidity Platform in combination with any product, service, software, data, content, hardware, or process not provided or recommended in writing by Lucidity, where the Infringement Claim would not have arisen but for such combination;
   2. modifications to the Lucidity Platform not made by or on behalf of Lucidity;
   3. Customer's use of the Lucidity Platform other than in accordance with these Terms or the Documentation;
   4. Customer's continued use of an allegedly infringing version of the Lucidity Platform after Lucidity has made available a non-infringing version or modification at no additional cost to Customer; or
   5. Customer instructions or specifications.
   6. Customer Data, Customer's Configuration Data, or any content, data, or materials provided by or on behalf of Customer.
3. If the Lucidity Platform becomes, or in Lucidity's reasonable opinion is likely to become, the subject of an Infringement Claim, Lucidity may, in its sole discretion and at its own expense:
   1. procure for Customer the right to continue using the affected portion of the Lucidity Platform;
   2. modify or replace the affected portion of the Lucidity Platform so that it is non-infringing and substantially equivalent in functionality; or
   3. if neither (i) nor (ii) is commercially reasonable, terminate Customer's right to use the affected portion of the Lucidity Platform and refund to Customer a pro-rated portion of any pre-paid Fees attributable to the unused remainder of the then-current Subscription Term for the affected portion.

Customer Indemnification

4. Customer shall defend Lucidity and its officers, directors, employees, and Affiliates (each a "Lucidity Indemnitee") against any third-party claim, action, suit, or proceeding arising out of or related to: (i) Customer's use of the Lucidity Platform in breach of these Terms or the Documentation, including any breach of Clause 7 (Restrictions on the Customer); (ii) Customer Data or any content, data, or materials provided by or on behalf of Customer, including any allegation that Customer Data or its processing under these Terms infringes any third-party intellectual property right, violates any privacy or data protection right, or violates Applicable Law; (iii) Customer's configuration of the Lucidity Platform, including any rules, policies, or thresholds set by Customer pursuant to Clause 2(c); or (iv) any combination of the Lucidity Platform with products, services, or systems not provided by Lucidity (each, a "Misuse Claim"). Customer shall pay any damages finally awarded by a court of competent jurisdiction against a Lucidity Indemnitee, or amounts agreed in a settlement approved by Customer, in respect of such Misuse Claim.
5. Procedure. The indemnification obligations under this Clause 13 are subject to the Indemnified Party: (i) promptly notifying the Indemnifying Party in writing of the claim (provided that any failure or delay in giving such notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby); (ii) granting the Indemnifying Party sole control over the defense and settlement of the claim (provided that the Indemnifying Party shall not enter into any settlement that imposes any liability, admission of fault, or obligation on the Indemnified Party without the Indemnified Party's prior written consent, not to be unreasonably withheld); and (iii) providing the Indemnifying Party, at the Indemnifying Party's cost, with reasonable cooperation, information, and assistance in connection with the defense and settlement of the claim. The Indemnified Party may participate in the defense at its own expense with counsel of its choice.
6. Sole and Exclusive Remedy. This Clause 13 sets out the Indemnified Party's sole and exclusive remedy, and the Indemnifying Party's sole and exclusive liability, for any third-party claim of the type described in this Clause 13.
7. Cap on IP Indemnity. Notwithstanding anything to the contrary in these Terms, Lucidity's aggregate liability under Clause 13(a) (Lucidity Indemnification) for all Infringement Claims arising out of or related to these Terms shall not exceed the total Fees paid or payable for Customer's Subscription in the twelve (12) months immediately preceding the date the first such Infringement Claim was first notified to Lucidity, calculated channel-agnostically (i.e., based on the Fees applicable to Customer's Subscription, regardless of whether such Fees are paid by Customer directly to Lucidity, to a Partner under a Partner Order, or to a Marketplace Provider).

14. Limitation of Liability

1. Subject to Clause 14(c), each Party's aggregate liability arising out of or related to these Terms, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or any other theory of liability, shall not exceed the total Fees paid or payable for Customer's Subscription in the twelve (12) months immediately preceding the event giving rise to the liability, calculated channel-agnostically (i.e., based on the Fees applicable to Customer's Subscription, regardless of whether such Fees are paid by Customer directly to Lucidity, to a Partner under a Partner Order, or to a Marketplace Provider).
2. Subject to Clause 14(c), in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, or cost of substitute services, even if advised of the possibility of such damages.
3. The limitations in Clauses 14(a) and 14(b) shall not apply to: (i) either Party's liability arising from fraud, gross negligence, or wilful misconduct; (ii) either Party's liability for bodily injury to or death of any person caused by such Party's gross negligence or wilful misconduct; (iii) Customer's payment obligations under these Terms (including any Order Form); or (iv) Customer's breach of Clause 7 (Restrictions on the Customer).

15. Term and Termination

1. Lucidity Termination for Cause. Lucidity may terminate these Terms (and any or all then-current Order Forms) with immediate effect on written notice to Customer if:
   1. Customer commits a material breach of these Terms (including any contravention or violation of Applicable Law in Customer's use of the Services) and, where such breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice specifying the breach;
   2. Customer fails to pay any undisputed amount due under these Terms on the due date and such failure continues for more than thirty (30) days after the due date, in which case Lucidity may, in its discretion, first suspend Customer's access under Clause 15(d) and may thereafter terminate if non-payment continues for a further thirty (30) days from the date of suspension;
   3. Customer becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, insolvency, reorganization, or similar law (which is not dismissed within sixty (60) days), or has a receiver, trustee, or similar officer appointed over a material portion of its assets, or commences any winding-up, liquidation, or dissolution proceedings; or
   4. Customer asserts a claim or counterclaim challenging Lucidity's ownership of, or the validity, enforceability, or scope of, any Intellectual Property Rights in the Lucidity Platform, the Software, or the Services, other than as part of a good-faith defense to a claim of infringement brought by Lucidity against Customer.
2. Customer Termination for Cause. Customer may terminate these Terms (and any or all then-current Order Forms) with immediate effect on written notice to Lucidity if:
   1. Lucidity commits a material breach of these Terms and, where such breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice specifying the breach; or
   2. Lucidity becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, insolvency, reorganization, or similar law (which is not dismissed within sixty (60) days), or has a receiver, trustee, or similar officer appointed over a material portion of its assets, or commences any winding-up, liquidation, or dissolution proceedings.
3. Renewal and Fee Adjustment. Unless the Order Form expressly states otherwise, each Subscription shall automatically renew at the end of the then-current Subscription Term for additional periods of equivalent duration, unless either Party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term. Lucidity may increase the Fees applicable to the renewal Subscription Term with prior intimation.
4. Suspension Right. Lucidity may, in addition to and without prejudice to its other rights and remedies, suspend Customer's access to the Lucidity Platform (or any portion thereof) on written notice if: (i) Customer is in material breach of these Terms; (ii) Customer has failed to pay any undisputed amount due for more than thirty (30) days after the due date; (iii) Customer's use of the Lucidity Platform poses a security risk, legal risk, or material adverse impact to the Lucidity Platform, other customers, or Lucidity; or (iv) such suspension is required to comply with Applicable Law or a request from a governmental, regulatory, or judicial authority. Lucidity shall restore Customer's access promptly upon Customer remedying the underlying cause of the suspension.
5. Effects of Termination. Upon expiry or termination of these Terms or any Order Form, the following shall apply:
   1. Customer's right to access and use the Lucidity Platform under the terminated Order Form shall cease;
   2. where the Subscription is Self-Hosted, Customer shall, within thirty (30) days of the effective date of termination, uninstall and delete all copies of the Software from Customer's infrastructure and environment, and on Lucidity's written request, certify such uninstallation and deletion in writing;
   3. each Party shall, in accordance with Clause 12 (Confidentiality), return or destroy the other Party's Confidential Information in accordance with Clause 12;
   4. all Fees and other amounts accrued and payable through the effective date of termination shall become immediately due and payable; and
   5. where Customer terminates these Terms or an Order Form under Clause 15(b) (Customer Termination for Cause), Lucidity shall refund to Customer a pro-rated portion of any pre-paid Fees attributable to the unused remainder of the then-current Subscription Term. For the avoidance of doubt, Customer shall not be entitled to any refund where these Terms or an Order Form are terminated by Lucidity under Clause 15(a).
6. Survival. The provisions of Clauses 1 (Definitions), 4 (Subscription Fees, in respect of accrued amounts), 7 (Restrictions on the Customer), 10(h)-(j) (Exclusive Remedy and Disclaimers), 11 (Intellectual Property), 12 (Confidentiality), 13 (Indemnity), 14 (Limitation of Liability), this Clause 15, 16 (Governing Law and Dispute Resolution), 17 (Notices), 18 (Miscellaneous), and any accrued payment obligations, shall survive the expiry or termination of these Terms.

16. Governing Law and Dispute Resolution

1. Governing Law and Forum. These Terms shall be governed by, and construed in accordance with, the governing law specified for the contracting Lucidity entity in Annexure B (Lucidity Contracting Entities), without giving effect to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to these Terms, including its breach, termination, or invalidity (a "Dispute"), shall be resolved through the dispute resolution forum specified for the contracting Lucidity entity in Annexure B.
2. Pre-Arbitration Negotiation. Before initiating arbitration, the Parties shall attempt in good faith to resolve any Dispute through negotiation between senior representatives of the Parties with authority to settle the Dispute, for a period of at least thirty (30) days from written notice of the Dispute by one Party to the other.
3. Arbitration. If the Dispute is not resolved through pre-arbitration negotiation under Clause 16(b), the Dispute shall be finally resolved by binding arbitration in accordance with the rules and seat specified for the contracting Lucidity entity in Annexure B. The arbitration shall be conducted in the English language. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any arbitration or related court proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
4. Equitable Relief; Enforcement. Notwithstanding Clauses 16(a)-(c), either Party may seek injunctive, interim, or other equitable relief in the courts specified for the contracting Lucidity entity in Annexure B, including to (i) protect its Confidential Information or Intellectual Property Rights, or (ii) enforce any arbitral award.
5. Class Action and Jury Trial Waiver. Where the contracting Lucidity entity is a US Entity (as identified in Annexure B), the Parties further agree that: (i) any Dispute shall be resolved on an individual basis only, and not as a class, consolidated, or representative action, and each Party expressly waives any right to participate in a class action or representative proceeding; and (ii) to the maximum extent permitted by Applicable Law, each Party expressly waives any right to trial by jury in any proceeding arising out of or relating to these Terms.
6. CISG and UCITA Exclusion. Where the contracting Lucidity entity is a US Entity (as identified in Annexure B), the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA), as enacted in any jurisdiction, shall not apply to these Terms.

17. Notices

1. Form and Method. All notices, consents, and other communications under these Terms (each, a "Notice") shall be in writing and shall be delivered by (i) email to the address designated by the receiving Party, or (ii) reputable international courier or registered mail with proof of delivery to the registered office of the receiving Party. Notices to Lucidity shall additionally be copied to [email protected]. Notices to Customer shall be delivered to the email address and registered office set out in the most recent Order Form, or such other address as Customer may designate under Clause 17(e).
2. Deemed Receipt. A Notice is deemed received: (i) if sent by email, on the next Business Day after transmission, provided no bounce-back or delivery failure notice is received; (ii) if sent by international courier, on the date confirmed by the courier's delivery receipt; or (iii) if sent by registered mail, three (3) Business Days after the date of posting.
3. Indemnification Notices. Any Notice in connection with Clause 13 (Indemnity), including a notice of an Infringement Claim or Misuse Claim, shall be delivered by both email and courier or registered mail.
4. Platform Notices to Customer. In addition to the methods set out in Clause 17(a), Lucidity may provide Notices to Customer regarding operational matters, scheduled maintenance, updates, security advisories, and changes to the Lucidity Platform via in-Platform notifications, banners, email to Customer's designated Administrators, or any other reasonable method.
5. Update of Notice Address. Either Party may update its designated Notice email address or postal address by providing written Notice to the other Party in accordance with this Clause 17. Any such update shall take effect ten (10) Business Days after the Notice of update is deemed received.

18. Miscellaneous

1. Severability. If any provision of these Terms is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, (i) such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the maximum extent possible, and (ii) the remaining provisions of these Terms shall continue in full force and effect.
2. Assignment. Neither Party may assign, transfer, or delegate these Terms or any of its rights or obligations hereunder, in whole or in part, without the other Party's prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided, however, that either Party may assign these Terms in their entirety, without consent, to (i) an Affiliate, or (ii) a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity, subject to the assignee assuming all obligations of the assignor under these Terms. Any purported assignment in violation of this Clause shall be null and void.
3. Entire Agreement. These Terms, together with the Order Form(s) and any Annexures or schedules expressly incorporated by reference, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior or contemporaneous agreements, understandings, communications, and representations, whether written or oral. Where the Ordering Channel is Marketplace or Marketplace Resell, the procurement and billing terms of the applicable Marketplace Provider govern the transaction layer as set out in Clause 3.
4. Counterparts and Electronic Signature. These Terms and any Order Form may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including DocuSign, Adobe Sign, scanned PDF, or other recognised electronic-signature platform) shall be deemed original signatures for all purposes.
5. Force Majeure. Neither Party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, riots, civil unrest, governmental action, embargo, strike or other labour disturbance, failure or interruption of utility services, failure or unavailability of internet backbone or third-party telecommunications, denial-of-service or other cyberattacks not attributable to the Party's failure to maintain reasonable security measures, supply chain disruption, or outage or material degradation of underlying hyperscaler or third-party cloud infrastructure (a "Force Majeure Event"). The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected Order Form on written notice without further liability.
6. Modification. Lucidity may modify these Terms from time to time. Lucidity shall provide Customer with notice of material modifications by email to Customer's designated Administrator, by in-Platform notification, or by posting the updated Terms on Lucidity's website. The modified Terms shall become effective with respect to Customer on the earlier of (i) the start of Customer's next Subscription Term renewal, or (ii) thirty (30) days after notice of the modification, except that modifications addressing security, legal, regulatory, or new feature requirements may take effect on shorter notice as reasonably required. If Customer reasonably determines that a material modification has a material adverse effect on Customer, Customer's sole and exclusive remedy is to elect not to renew the affected Subscription at the end of the then-current Subscription Term by providing written notice of non-renewal in accordance with Clause 15(c). For the avoidance of doubt, Customer shall not be entitled to any refund or credit on account of a modification, and Customer's continued use of the Lucidity Platform after the effective date of a modification constitutes acceptance of the modified Terms.
7. Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf.
8. No Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any further exercise of that or any other right, power, or remedy. Any waiver under these Terms shall be effective only if expressly given in writing by the waiving Party.

Annexure A: Support Services

1. Scope and Application

This Annexure sets out the support service levels for the Lucidity Platform. The applicable support tier (Standard or Enterprise) is specified in the Order Form. The service levels set out in this Annexure A apply only to the Lucidity Platform as operated by Us, and do not apply where the Subscription is Self-Hosted. Customer is solely responsible for the operation, availability, and support of any Self-Hosted deployment.

2. Definitions

"Business Hours" means 9:00 AM to 6:00 PM local time of the principal place of business of the contracting Lucidity entity (Bengaluru IST for Lucidity India; Wilmington ET for Lucidity US), excluding weekends and public holidays in that location.

"First Response Time" means the time within which Lucidity will acknowledge a support request and begin investigation.

3. Support Channels

Customer may submit support requests via:

• Email: [email protected]
• Support portal: https://customer.support.lucidity.cloud/servicedesk/customer/portals

Additional support channels (such as phone or dedicated Slack channel) may be made available for Enterprise tier as specified in the Order Form.

4. Service Level Targets

5. Availability

Lucidity commits to making the Lucidity Platform available with a monthly uptime of 99.9%, measured on a calendar month basis. Scheduled maintenance windows (as set out in Clause 6 below), emergency maintenance, and Force Majeure events under Clause 18(e) are excluded from the calculation of monthly uptime. This availability commitment does not apply where the Subscription is Self-Hosted.

6. Maintenance Windows

Lucidity may perform scheduled maintenance during the following weekly maintenance windows:

• For Customer's Subscription with the Lucidity India contracting entity: Sundays, 02:00 to 06:00 Indian Standard Time (IST).
• For Customer's Subscription with the Lucidity US contracting entity: Sundays, 02:00 to 06:00 Eastern Time (ET).

Lucidity shall use commercially reasonable efforts to provide at least forty-eight (48) hours' prior notice of any planned downtime affecting Customer's access to the Lucidity Platform. Emergency maintenance (e.g., for security, stability, or to address a defect or vulnerability) may be performed at any time with notice as soon as reasonably practicable. Time spent on scheduled and emergency maintenance is excluded from the calculation of monthly uptime under Clause 5 of this Annexure.

7. Support Exclusions

Support does not cover, and Lucidity has no obligation in respect of, issues caused by or relating to:

1. Customer's infrastructure, network, devices, cloud accounts, or environment;
2. third-party software, services, hardware, or APIs not provided by Lucidity;
3. Customer's modifications, misuse, or use contrary to the Documentation or these Terms;
4. Self-Hosted deployments (operational support, availability, and resolution remain Customer's responsibility);
5. beta, evaluation, preview, or other non-generally-available features, unless expressly stated;
6. Force Majeure events under Clause 18(e); or
7. outages or degradation of underlying hyperscaler or third-party cloud infrastructure (e.g., AWS, Microsoft Azure) outside Lucidity's reasonable control.

8. Customer Obligations

To enable Lucidity to provide effective support, Customer shall:

1. provide reasonable detail, error messages, reproduction steps, and other relevant information when submitting support requests;
2. cooperate with Lucidity's diagnostic efforts, including providing reasonable access to relevant Configuration Data, logs, and Customer's authorized personnel;
3. apply Updates, patches, and recommended remediations issued by Lucidity in a timely manner; and
4. designate a primary technical contact authorised to interact with Lucidity Support on Customer's behalf.

Annexure B: Lucidity Contracting Entities

The Lucidity entity contracting with You under any Order Form is identified in that Order Form. The governing law and dispute resolution forum applicable to these Terms are determined by that entity, as set out below. Where the contracting entity is identified as a US Entity, the additional US-specific provisions in Clauses 16(f) and 16(g) apply.