Effective Date: The date on which You first access or use the Platform.
This End-User License Access Agreement (“Agreement”) governs your organization’s use of the Platform (“Platform”). The Platform is made available by CUSTOMER (‘’Customer” ) and operates on technology and services licensed from CONTINUITY LOGIC, LLC dba CLDIGITAL. (“Platform Provider”).
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, do not access or use the Platform.
1. Purpose and Scope of Access
CUSTOMER grants your organization (“End User” or ‘’You’’) a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for your internal business purposes in connection with the services provided by CUSTOMER.
No ownership rights are transferred, and all rights not expressly granted are reserved by CUSTOMER and the Platform Provider.
2. Acceptable Use and Restrictions
End User shall:
- Access the Platform only through authorized credentials issued by CUSTOMER.
- Maintain the confidentiality of login information and promptly notify CUSTOMER of any unauthorized use. You may permit Authorized Users (employees, contractors, or agents) to access the Platform, provided they comply with this Agreement. You are responsible for their actions and omissions.
- Not copy, modify, translate, decompile, disassemble, reverse-engineer, or otherwise attempt to derive source code from the Platform.
- Not use the Platform to transmit or store material that is unlawful, infringing, or contains viruses or malicious code.
- Not interfere with the Platform’s security, integrity, or performance.
CUSTOMER reserves the right to suspend or terminate access immediately if End User violates these obligations or if continued access presents a risk to system security or other users.
2.1 Compliance Verification
CUSTOMER may reasonably verify End User’s compliance with this Agreement in connection with suspected misuse, security risk, or material breach, and End User will reasonably cooperate with such verification. CUSTOMER may suspend access where necessary to prevent harm to the Platform, other users, or security.
3. Data Ownership and Use
All information, files, and materials uploaded or entered by End User (“End-User Data”) remain the property of End User.
End User grants CUSTOMER and its Platform Provider a limited right to host, process, analyze, and display such data solely for purposes of operating and supporting the Platform and delivering associated services.
CUSTOMER will maintain reasonable administrative, technical, and physical safeguards to protect End-User Data consistent with industry standards and its privacy and security policies.
- Users must comply with applicable data protection laws (e.g., GDPR, local regulations).
- Sensitive information must be handled according to End-User’s data classification policy.
3.1 Data Protection
To the extent End User Data includes Personal Data (as defined under applicable data protection laws), the parties agree to comply with applicable data protection laws. Where required, processing will be governed by a separate data processing addendum (“DPA”) between End User and CUSTOMER (and/or CUSTOMER’s subcontractors), which shall control in the event of conflict on privacy-specific terms.
4. Confidentiality
Each party shall treat all non-public information received through the Platform as confidential and shall not disclose it except as necessary to perform services, comply with law, or protect its legal rights.
CUSTOMER may share End-User Data with the Platform Provider or authorized subcontractors solely to perform services under CUSTOMER’s direction and subject to comparable confidentiality obligations.
5. Intellectual Property
The Platform, including all software, including future upgrades and releases, programs, codes and related documentation are and shall remain the exclusive property of Platform Provider.
Content, interfaces, and related materials, are and shall remain the exclusive property of CUSTOMER and its licensors.
No rights or licenses are granted except those expressly stated in this Agreement.
6. Support and Availability
Technical support and user assistance will be provided by CUSTOMER or its designee.
CUSTOMER and the Platform Provider will make commercially reasonable efforts to maintain availability of the Platform, subject to scheduled maintenance, security updates, or circumstances beyond their control.
7. Security and Compliance
The Platform is hosted in secure U.S.-based Oracle Cloud Infrastructure environments managed by the Platform Provider.
Industry-standard encryption, access controls, and monitoring are employed as described in Appendix A (Platform Security & Compliance Summary).
A current SOC 2 Type II report for the Platform Provider is available to CUSTOMER clients upon reasonable written request and subject to nondisclosure terms.
8. Disclaimers
The Platform is provided “as is” and “as available.”
CUSTOMER and the Platform Provider disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
End User acknowledges that the Platform is an informational and operational tool and not a substitute for End User’s own risk-management decisions or compliance obligations.
9. Limitation of Liability
To the maximum extent permitted by law, the Platform Provider, and their respective affiliates, officers, and employees shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of data, profits, or goodwill, arising out of or relating to the use or inability to use the Platform, even if advised of the possibility of such damages.
9.1 Aggregate Liability Cap
Notwithstanding anything to the contrary, to the maximum extent permitted by law, the aggregate liability of CUSTOMER and the Platform Provider arising out of or relating to this Agreement or the Platform (whether in contract, tort, or otherwise) shall not exceed the fees paid by End User to CUSTOMER for access to the Platform during the twelve (12) months immediately preceding the event giving rise to the claim. This limitation shall not apply to liability that cannot be limited under applicable law.
9.2 Indemnification
(i) IP Infringement Indemnity: The Platform Provider shall defend and indemnify End User from and against any third-party claim alleging that the Platform, as provided by the Platform Provider, infringes such third party’s U.S. intellectual property rights, and shall pay damages finally awarded or agreed in settlement, provided End User: (a) promptly notifies CUSTOMER/Platform Provider in writing; (b) provides reasonable cooperation; and (c) allows the Platform Provider to control the defense and settlement (provided no settlement admits liability on behalf of End User without End User’s consent, not to be unreasonably withheld). If the Platform is found or likely to be found infringing, the Platform Provider may: (1) modify the Platform to be non-infringing; (2) obtain a license for continued use; or (3) terminate access and refund any prepaid, unused fees for the affected portion of the Platform through CUSTOMER (if applicable). This indemnity does not apply to claims arising from End User Data, End User content, or End User’s misuse of the Platform.
(ii) End User Indemnity. End User shall defend and indemnify CUSTOMER and the Platform Provider from and against any third-party claim arising from (a) End User Data, including any allegation that End User Data violates law or third-party rights; (b) End User’s breach of this Agreement; or (c) End User’s misuse of the Platform.
10. Termination
Access may be terminated or suspended at any time by CUSTOMER, including upon expiration or termination of your organization’s relationship with CUSTOMER or for breach of this Agreement.
Upon termination, End User must cease all use of the Platform. Provisions concerning confidentiality, data use, intellectual property, disclaimers, limitations of liability, and governing law shall survive termination.
10.1 Data Return and Deletion
Upon termination or expiration of End User’s access, and upon written request made within thirty (30) days thereafter, CUSTOMER will make End User Data available for export in a commercially reasonable format (e.g., CSV or other standard export available within the Platform). Following such period (or after completion of export, if earlier), CUSTOMER and/or the Platform Provider will delete End User Data to the extent technically feasible from active systems within thirty (30) days, except that copies may be retained in backups or archives for a limited period consistent with standard retention practices, and as required by law. CUSTOMER will provide a certificate of deletion upon written request.
11. Force Majeure
Neither party is liable for failure or delay due to events beyond reasonable control (e.g., acts of God, war, labor actions, government orders, utility failures).
12. Governing Law and Venue
This Agreement shall be governed by and construed under the laws of the State of New Jersey, without regard to its conflict-of-law principles.
Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of New Jersey.
12.1 Assignment
End User may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of CUSTOMER. CUSTOMER and/or the Platform Provider may assign this Agreement (including to an affiliate or successor) in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets relating to the Platform, upon written notice to End User.
13. Entire Agreement
This Agreement, together with Appendix A, constitutes the entire understanding between the parties concerning End User’s access to the Platform and supersedes all prior communications on this subject.
Appendix A – Platform Security & Compliance Summary
The Platform, powered by CLDIGITAL, incorporates layered controls aligned with leading security frameworks:
- Hosting & Infrastructure: Deployed within U.S. Oracle Cloud Infrastructure data centers meeting ISO 27001 and SOC 2 Type II standards.
- Encryption: All customer data encrypted in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent).
- Access Controls: Single sign-on (SSO) authentication, multi-factor capabilities, and role-based authorization to enforce least-privilege access.
- Audit & Monitoring: Continuous logging, monitoring, and periodic vulnerability assessments.
- Data Privacy: Data processed solely for service delivery; no sale, secondary use, or cross-customer access.
- Backup & Recovery: Daily backups and tested recovery procedures designed to ensure data integrity and continuity.
- Compliance Reports: SOC 2 Type II report available to CUSTOMER clients upon reasonable written request under NDA.
- Policy Updates: Security practices reviewed and updated periodically to align with current industry standards.