TERMS AND CONDITIONS

CloudVault Analytics Platform

Version 3.2 — Effective Date: 1 February 2024

These Terms and Conditions (these "Terms") govern the access to and use of the CloudVault
Analytics Platform and related services (together, the "Platform") provided by CloudVault
Limited, a company incorporated in England and Wales with registered number 11736492 and
whose registered office is at 50 Broadway, London, SW1H 0BL ("CloudVault", "we", "us",
"our"). Please read these Terms carefully before using the Platform.

By clicking "I Accept", executing an Order Form that references these Terms, or otherwise
accessing or using the Platform, the entity or individual identified in the applicable
Order Form ("Customer", "you", "your") agrees to be bound by these Terms. If you are
accepting these Terms on behalf of a company or other legal entity, you represent and
warrant that you have the authority to bind that entity to these Terms.

1.   Definitions

1.1  In these Terms, the following words and expressions shall have the meanings given
     to them below:

     "Account" means the Customer's account for accessing the Platform, created upon
     registration in accordance with clause 2.

     "Authorised Users" means those employees or contractors of the Customer who are
     authorised by the Customer to use the Platform under the subscription purchased,
     as more particularly set out in the Order Form.

     "Customer Data" means any data, content, or information uploaded, submitted, or
     otherwise transmitted by the Customer or its Authorised Users to the Platform.

     "Data Protection Legislation" means: (a) the UK General Data Protection Regulation
     (as it forms part of domestic law in England and Wales by virtue of section 3 of
     the European Union (Withdrawal) Act 2018) ("UK GDPR"); (b) the Data Protection
     Act 2018; and (c) all other applicable laws relating to the processing of personal
     data and privacy in force from time to time.

     "Documentation" means the user guides, technical specifications, and other written
     or electronic materials made available by CloudVault from time to time describing
     the features and functionality of the Platform.

     "Fees" means the subscription fees and any other charges payable by the Customer
     as set out in the applicable Order Form, together with any interest accrued in
     accordance with clause 5.

     "Intellectual Property Rights" means all patents, trade marks, service marks, trade
     names, domain names, copyright, rights in databases, design rights, rights in
     confidential information and know-how, and all other intellectual property rights of
     any nature whether registered or unregistered.

     "Order Form" means a written or electronic order form agreed between CloudVault
     and the Customer setting out, among other things, the subscription tier, number of
     Authorised Users, applicable Fees, and any other relevant commercial terms.

     "Personal Data" has the meaning given to it in the UK GDPR.

     "Permitted Purpose" means the Customer's internal business purposes only, excluding
     any use of the Platform to provide services to third parties or to develop competing
     products or services.

     "Subscription Term" means the subscription period specified in the applicable Order
     Form, commencing on the date of activation of the Customer's Account.

1.2  References to clauses are to clauses of these Terms. Clause headings are for
     convenience only and shall not affect the interpretation of these Terms.

1.3  In the event of any conflict between these Terms and an Order Form, the Order Form
     shall take precedence to the extent of such conflict, unless expressly stated otherwise.

2.   Access to the Platform

2.1  Subject to these Terms and the Customer's timely payment of Fees, CloudVault grants
     to the Customer a limited, non-exclusive, non-transferable, revocable licence during
     the Subscription Term to access and use the Platform solely for the Permitted Purpose
     and in accordance with the Documentation.

2.2  The Customer shall procure that each Authorised User keeps their login credentials
     confidential and does not share them with any other person. The Customer shall be
     responsible for all activity that occurs under its Account, whether or not authorised
     by the Customer.

2.3  The Customer shall notify CloudVault immediately at security@cloudvault.io upon
     becoming aware of any unauthorised access to or use of the Platform or any
     compromise of any Authorised User's login credentials.

2.4  CloudVault reserves the right to suspend access to the Platform without liability
     where it reasonably suspects a security breach or material violation of these Terms,
     provided that CloudVault shall notify the Customer as soon as reasonably practicable
     following any such suspension and shall restore access promptly once the issue has
     been resolved to CloudVault's reasonable satisfaction.

3.   Acceptable use

3.1  The Customer shall not, and shall ensure that its Authorised Users do not, use
     the Platform to:

     (a)  upload, store, process, or transmit any data or content that is unlawful,
          harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable;

     (b)  infringe or misappropriate the Intellectual Property Rights, privacy rights,
          or other rights of any third party;

     (c)  introduce any virus, worm, Trojan horse, spyware, ransomware, or other malicious
          code or material that is designed to adversely affect the operation of any
          computer software, hardware, or network;

     (d)  attempt to gain unauthorised access to any part of the Platform or to any
          systems or networks connected to the Platform;

     (e)  use the Platform in any way that imposes a disproportionate or unreasonable
          load on the Platform's infrastructure;

     (f)  reverse engineer, decompile, disassemble, or attempt to derive the source code
          of any element of the Platform, except to the extent expressly permitted by
          applicable law notwithstanding contractual prohibition; or

     (g)  use the Platform for any purpose other than the Permitted Purpose, including
          providing the Platform or its functionality as a service to third parties.

3.2  CloudVault may, at its sole discretion and without prior notice, remove or disable
     access to any Customer Data that CloudVault reasonably believes violates clause 3.1
     above or applicable law. CloudVault shall notify the Customer as soon as reasonably
     practicable following any such action.

4.   Data protection

4.1  Each party shall comply with the Data Protection Legislation in respect of any
     Personal Data processed in connection with the Platform.

4.2  To the extent CloudVault processes Personal Data contained within Customer Data on
     the Customer's behalf, it shall do so only as a data processor acting on the
     Customer's instructions. In such circumstances, the parties shall enter into a
     data processing agreement in a form to be agreed between the parties and
     incorporating the terms required under Article 28 of the UK GDPR.

4.3  The Customer acts as data controller in respect of Personal Data submitted via
     the Platform and is responsible for ensuring that it has an appropriate lawful basis
     under the UK GDPR for transmitting such Personal Data to CloudVault.

4.4  CloudVault shall implement and maintain appropriate technical and organisational
     measures designed to protect Personal Data against accidental or unlawful
     destruction, loss, alteration, unauthorised disclosure, or access, in accordance
     with its security policy as published at https://cloudvault.io/security and updated
     from time to time.

4.5  CloudVault shall notify the Customer without undue delay upon becoming aware of a
     Personal Data breach (as defined in the UK GDPR) affecting Customer Data, and shall
     provide such information as the Customer reasonably requires to comply with its own
     notification obligations under the UK GDPR and the Data Protection Act 2018.

5.   Fees, billing and payment

5.1  The Customer shall pay the Fees in advance on the billing cycle set out in the
     Order Form (monthly or annual, as applicable). All Fees are quoted exclusive of VAT
     or any other applicable taxes, which shall be payable in addition at the rate
     prescribed by law.

5.2  CloudVault shall collect payment via the payment method specified in the Order Form.
     Where payment is by credit or debit card, the Customer authorises CloudVault to
     charge the applicable Fees to that card on each billing cycle automatically.

5.3  If any payment is not received by the due date (whether because a payment method
     fails or otherwise), CloudVault may suspend the Customer's access to the Platform
     upon five (5) Business Days' prior written notice, and interest shall accrue on
     all overdue amounts at the rate of 8% per annum above the Bank of England's base
     rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

5.4  CloudVault may increase the Fees at the start of each Renewal Term by giving the
     Customer not less than sixty (60) days' prior written notice. If the Customer does
     not wish to accept the revised Fees, it may terminate the subscription by giving
     written notice to CloudVault before the end of the current Subscription Term, and
     no termination fee shall be payable in such circumstances.

5.5  All Fees paid are non-refundable except as expressly set out in these Terms or
     required by applicable law.

6.   Intellectual property

6.1  All Intellectual Property Rights in the Platform, the Documentation, and all
     software, algorithms, interfaces, and other materials created or provided by
     CloudVault in connection with these Terms shall vest in and remain the property
     of CloudVault or its licensors. These Terms do not transfer any ownership of
     Intellectual Property Rights to the Customer.

6.2  Subject to clause 6.1, all Intellectual Property Rights in the Customer Data shall
     vest in and remain the property of the Customer or its licensors. The Customer
     grants CloudVault a limited, non-exclusive, royalty-free licence to access, process,
     and store the Customer Data during the Subscription Term solely to the extent
     necessary to provide the Platform to the Customer.

6.3  CloudVault may use aggregated, anonymised, and de-identified data derived from
     the Customer's use of the Platform for the purposes of improving the Platform
     and generating analytics insights, provided that such data cannot reasonably be
     used to identify the Customer or any individual.

7.   Limitation of liability

7.1  Nothing in these Terms shall limit or exclude either party's liability for:

     (a)  death or personal injury resulting from negligence;

     (b)  fraud or fraudulent misrepresentation; or

     (c)  any liability which cannot be limited or excluded by English law.

7.2  Subject to clause 7.1, to the maximum extent permitted by applicable law, neither
     CloudVault nor the Customer shall be liable to the other, whether in contract, tort
     (including negligence), breach of statutory duty, or otherwise, for any:

     (a)  loss of revenue, profits, or business;

     (b)  loss of anticipated savings;

     (c)  loss of data or information;

     (d)  loss of goodwill; or

     (e)  indirect, consequential, or special loss,

     arising under or in connection with these Terms, whether or not such losses were
     foreseeable or a party had been advised of the possibility of such losses.

7.3  Subject to clauses 7.1 and 7.2, CloudVault's total aggregate liability to the
     Customer under or in connection with these Terms, however arising, shall not exceed
     the total Fees paid by the Customer to CloudVault in the twelve (12) month period
     immediately preceding the event giving rise to the claim.

7.4  The Customer acknowledges that the Fees reflect the allocation of risk set out in
     this clause 7, and that CloudVault would not enter into these Terms on equivalent
     commercial terms without these limitations.

8.   Term and termination

8.1  These Terms shall commence on the date the Customer accepts them in accordance with
     the introduction above and shall continue for the Subscription Term and any
     subsequent Renewal Terms (as defined in the applicable Order Form), unless
     terminated earlier in accordance with this clause 8.

8.2  Unless either party gives written notice to terminate not less than thirty (30) days
     before the end of the then-current Subscription Term, the subscription shall
     automatically renew for a further Subscription Term of the same length.

8.3  Either party may terminate these Terms immediately by written notice if:

     (a)  the other party commits a material breach of these Terms and (where remediable)
          fails to remedy that breach within thirty (30) days of written notice requiring
          it to do so; or

     (b)  the other party enters into liquidation, administration, or receivership, or
          makes any arrangement with its creditors generally, or is unable to pay its
          debts as they fall due.

8.4  CloudVault may terminate these Terms immediately and without liability to the
     Customer if the Customer or any Authorised User commits a material breach of
     clause 3 (Acceptable Use) of these Terms.

8.5  On termination or expiry of these Terms for any reason:

     (a)  the Customer's right to access and use the Platform shall immediately cease;

     (b)  the Customer shall export any Customer Data it requires within thirty (30) days
          of the date of termination, after which CloudVault may permanently delete all
          Customer Data without further notice, subject to any overriding legal obligation
          to retain such data; and

     (c)  clauses 1, 4, 6.1, 7, 9, and 10 shall continue in full force and effect after
          termination.

9.   Governing law and dispute resolution

9.1  These Terms and any dispute or claim (including non-contractual disputes or claims)
     arising out of or in connection with them or their subject matter shall be governed
     by and construed in accordance with English law.

9.2  The parties shall use their reasonable endeavours to negotiate in good faith to
     resolve any dispute that arises between them under or in connection with these Terms.
     If a dispute is not resolved within thirty (30) days of written notice of the dispute
     being given by one party to the other, either party may submit the dispute to the
     exclusive jurisdiction of the courts of England and Wales.

10.  General

10.1 These Terms, together with any Order Form and any data processing agreement entered
     into pursuant to clause 4.2, constitute the entire agreement between the parties
     in relation to the Platform and supersede all prior representations, agreements,
     negotiations, and understandings between the parties relating to the same subject
     matter.

10.2 No failure or delay by either party to enforce any right or provision of these
     Terms shall constitute a waiver of that right or provision. A waiver is only
     effective if given in writing.

10.3 If any provision of these Terms is found by a court of competent jurisdiction to be
     invalid, void, or unenforceable, that provision shall be severed and the remainder
     of these Terms shall continue in full force and effect.

10.4 The Customer may not assign, novate, or transfer its rights or obligations under
     these Terms without CloudVault's prior written consent, which shall not be
     unreasonably withheld. CloudVault may assign these Terms to any Affiliate or to a
     successor entity in connection with a merger, acquisition, or sale of all or
     substantially all of its assets.

10.5 CloudVault may update these Terms from time to time by posting revised Terms on its
     website and notifying the Customer by email. Continued use of the Platform after
     the effective date of any updated Terms constitutes acceptance of those changes.
     If the Customer does not accept the changes, it may terminate in accordance with
     clause 8.3(a), treating the change as a material breach where the change materially
     prejudices the Customer's rights.

10.6 Nothing in these Terms creates, or shall be construed as creating, any partnership,
     joint venture, or agency relationship between CloudVault and the Customer.

10.7 CloudVault Limited, registered in England and Wales. Registered office:
     50 Broadway, London, SW1H 0BL. VAT registration number: GB 312 4487 90.
