1. THE PURPOSE OF THESE TERMS

1.1 What these Terms cover.

Under these Terms we license our customer (“you”, “your” or “User”) to use (as permitted in these Terms):

(a)   the Clarity desktop and mobile application software, the data supplied with that software (the “App”), any updates or supplements to it and any related online or electronic documentation (the “Documentation”);

(b)  the website at www.afa-markets.com and all applicable subdomains (the “Site”); and

(c)   the materials, functions, services and digital content provided through the App (whether you are receiving them for your personal use or on behalf of another) (the “Services”),together, the “CLARITY Product”.

1.2   Why you should read these Terms.

Please read these Terms carefully before using the CLARITY Product. These Terms tell you: who we are; what we do; how we will provide the CLARITY Product to you; how you and we may change or end the contract between us; what to do if there is a problem; and other important information.

2.   WHO WE ARE

2.1   Who we are.
We are Advanced Financial Analytics Limited (“we”, “us”, “our” or “AFA”), trading as “Advanced Financial Analytics Ltd”, a company registered in England and Wales. Our company registration number is 14157685.

2.2    We do not offer investment advice. The CLARITY Product is designed to help you with investment portfolio and risk management. We do not offer investment or tax advice and we do not advise on the merits of making any particular investment decisions or make recommendations that a particular security, strategy, or action is suitable for you. You are solely responsible for determining whether any self-directed investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, tax situation and risk tolerance. Any data provided through the CLARITY Product is for information and calculation purposes only and is not a recommendation to invest in any particular financial assets or securities. Your investment decisions are made without any reliance on information provided by us, and we are in no way responsible for the outcomes of those decisions. If you require investment advice you should contact a financial adviser. For the avoidance of doubt, and without limiting the generality of the foregoing, if you are a United States resident or otherwise use the APA Products in the United States, you expressly acknowledge and agree that AFA is not an “investment adviser” as defined in the Investment Advisers Act of 1940 and AFA is not a “broker” or a “dealer” as those terms are defined under the Securities Exchange Act of 1934.

3.   SUPPORT AND HOW TO TELL US ABOUT PROBLEMS

3.1   Support. If you want to learn more about the CLARITY Product or have any problems using it please take a look at our support resources at www.afa-markets.com.

3.2   Contacting us (including with complaints). If you think the CLARITY Product is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@afamarkets.zendesk.com.

3.3   How we will communicate with you. If we have to contact you we will do so by email, using the contact details you have provided to us.

4.   OUR LEGALLY BINDING AGREEMENT WITH YOU

4.1   Our Terms. The terms set out in this document and the terms set out in the Privacy Policy referred to in clause 4.2 below (together, the “Terms”) form a legally binding contract between us and you in relation to your use of the CLARITY Product. You should read the Terms carefully and we recommend that you print or save a copy of them for future reference. By using any element of the CLARITY Product, you confirm that you accept the Terms and that you agree to comply with them. If you do not agree to the Terms, you must not use any element of the CLARITY Product.

4.2 Your privacy. Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.afa-markets.com/privacy-policy.

4.3 [Insert Appstore’s name]'s terms.] [Insert Appstore’s name]’s terms also apply. The ways in which you can use the App may also be controlled by the [insert Appstore’s name]'s rules and policies [insert link to rules and policies] [and [insert Appstore’s name]'s rules and policies will apply instead of these terms where there are differences between the two].

4.4 Errors in, and changes to, the Terms. If you think that there is a mistake in the Terms or would like to suggest changes to them, please contact us using the details set out below set out your suggested corrections or changes in writing. This can help to avoid any uncertainty around what you expect from us, and what we expect from you.

4.5 Definitions. For the purposes of the Terms: (i) "Writing" includes emails (when we use the words "writing" or "written" in these terms, this includes emails); and (iii) any other capitalised terms used in this document have the meanings given to them elsewhere in this document.

5. YOUR USER ACCOUNT OBLIGATIONS AND RESTRICTIONS

5.1 The CLARITY Product is only for adult users in the United States of America. The CLARITY Product is directed to persons residing in, or operating out of, the United States of America. We do not represent that the CLARITY Product is appropriate for use or available in other locations. You warrant that you are at least 18 years old and that you reside in, or operate out of, United States of America.

‍5.2 Licence of information in User Account. By registering for the CLARITY Product, and consenting to these Terms as part of the registration process, you grant to us a non-exclusive, royalty-free, perpetual licence to use the information in the personal account that we set up to enable your use of the CLARITY Product (your “User Account”), as edited from time to time, for all purposes connected with the CLARITY Product or referred to in the Terms with the right to use, modify, display, distribute and create new material using or incorporating that information in order to provide the CLARITY Product to you, and you grant us the right to sub-licence these rights to third parties or members of our corporate group in accordance with the terms of the Privacy Policy. You acknowledge and agree that we may disclose your identity and information relating to your User Account to third parties if we are required to do so by applicable law or court order.

‍5.3 Licence of data generated through CLARITY Product. Your inputs into the CLARITY Product, and the outputs that you generate, will be fully accessible by, and visible to, AFA. By registering for the CLARITY Product, and consenting to these Terms as part of the registration process, you grant to us a non-exclusive, royalty-free, perpetual licence to use your fully anonymised inputs into, and the outputs generated by, the CLARITY Product in any way, and for any purpose, that we see fit with the right to use, modify, display, distribute and create new material using or incorporating that information, and you grant us the right to sub-licence these rights to third parties or members of our corporate group.

5.4 Duty to provide accurate information. You agree to provide us with accurate information for the purposes of your User Account, and not to misrepresent your identity or information. We are under no obligation to check the accuracy of the information that you provide to us, but you hereby authorise us to (directly or through a third party) obtain, verify and record information and documentation that helps us to verify your information if we wish to do so. You will notify us promptly if any of your information changes.

5.5 Duty to keep information confidential. All login details, a user identification code, passwords or any other piece information forming part of our security procedures, is confidential and you must not disclose it to any third party. Your log-in details may only be used by you; any other individual or business must only access the CLARITY Product if they are using their own distinct log-in details.

5.6 Duty to prevent unauthorised access. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the CLARITY Product. If you suspect or become aware of any such unauthorised use of the CLARITY Product (including your account) or any other breach of its security, you shall immediately notify us of any details reasonably required in connection with such unauthorised access. We are giving you personally the right to use the App as set out in these Terms. If you sell any device on which the App is installed, you must remove the App from it.

5.7 How you may use the App, including how many devices you may use it on. In return for your agreeing to comply with these Terms you may:

(a) download or stream a copy of the App onto your device and view, use and display the App on such devices for your personal purposes only.(

b) use any Documentation to support your permitted use of the App; and

(c) receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you.

5.8 Operating system requirements and configuration. The App requires a device with a Mac Apple Silicon (M1 or higher) and with MacOS 13.2 operating system. You are responsible for configuring your device, information technology, computer programs and platform to access the CLARITY Product.

5.9 Responsibility to back-up content and data used with the CLARITY Product. It is your responsibility to back-up your content and data used with the CLARITY Product. Users may also access an iOS companion version through the Apple App store requiring iOS 16.4 or above. We accept no responsibility for backing-up your content and data.

5.10 Our right to suspend or disable your User Account. We have the right to suspend or disable your User Account for any reason, including security reasons, or if you are in breach of the provisions of these Terms.

5.11 Your right to delete your User Account. You can delete your User Account at any time, for any reason, by selecting to delete your account in the relevant section of the App.

6. YOUR USE OF THE CLARITY PRODUCT

6.1 We are the owner or the licensee of all intellectual property rights in materials published on or through the CLARITY Product and any software, logos, branding or domains contained within or made available through the CLARITY Product. Those works are protected by copyright laws and treaties around the world and all such rights are reserved. The right to use the CLARITY Product is licensed (not sold) to you. You have no intellectual property rights in, or to, the CLARITY Product other than the right to use it in accordance with these Terms. These Terms do not grant you any rights to, under or in, our intellectual property rights, including (but in no way limited to) any patents, copyright, database rights, trade secrets, trade names and trade marks (whether registered or unregistered). You are not permitted to use our business name, trading name, logos or branding without our approval and you shall not remove or in any manner alter any logo, brand name, product identification, proprietary mark, trade mark notice, copyright notice, or other notices contained in or comprising part of the CLARITY Product.

6.2 No right to copy, reverse engineer, etc. You agree that you will:

(a) not copy any element of the CLARITY Product, except as part of the normal use of the CLARITY Product or where it is necessary for the purpose of back-up or operational security;

(b) not translate, merge, adapt, vary, alter or modify, the whole or any part of the CLARITY Product nor permit the CLARITY Product or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the CLARITY Product on devices as permitted in these terms;

(c) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the CLARITY Product nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities: (i) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; (ii) is not used to create any software that is substantially similar in its expression to the CLARITY Product; (iii) is kept secure; and (iv) is used only for the Permitted Objective; and

(d) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the CLARITY Product.

6.3 Acceptable use restrictions. You must:

(a) comply with all applicable laws, including without limitation all local, state, federal, securities, insider trading, broker-dealer and other laws of the United States (where applicable), when using the CLARITY Product;

(b) not use the CLARITY Product in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the CLARITY Product or any operating system;4

(c) not infringe our intellectual property rights or those of any third party in relation to your use of the CLARITY Product (to the extent that such use is not licensed by these Terms);

(d) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the CLARITY Product;

(e) not use the CLARITY Product in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

(f) not collect or harvest any information or data from the CLARITY Product or our systems or attempt to decipher any transmissions to or from the servers running the CLARITY Product.

6.4 Acknowledgement of our status as authors. Our status (and that of any identified contributors) as the authors of content provided to you through the CLARITY Product must always be acknowledged.

6.5 No right to use content for commercial purposes. You must not license, sell, resell, rent, commercially exploit, make available to third parties, or enable any third parties to access any element of the CLARITY Product.

6.6 You must not act fraudulently or maliciously in relation to the CLARITY Product. In particular, you must not:

(a) misuse the CLARITY Product by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

(b) attempt to gain unauthorised access to the CLARITY Product, the server on which the CLARITY Product is stored or any server, computer or database connected to the CLARITY Product;

(c) use any robot, spider, scraper, deep link or other data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the CLARITY Product or any portion of it;

(d) use or attempt to use any engine, software, tool, agent or other device to navigate or search the CLARITY Product, other than search engines and search agents available through the CLARITY Product or through generally available third party web browsers;

(e) attack the CLARITY Product via a denial-of-service attack or a distributed denial-of service attack;

(f) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising, or in any way contributing to, the CLARITY Product; or

(g) use any part of the CLARITY Product in order to build a product, service, offering or following, whether for commercial purposes or otherwise, on your own behalf or for a third party,and by breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the CLARITY Product will immediately cease.

6.7 Linking to the CLARITY Product. You may link to the CLARITY Product, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the CLARITY Product in any website that is not owned by you. The CLARITY Product must not be framed on any other application or website, nor may you create a link to any part of the CLARITY Product other than the home page of the [App]. We reserve the right to withdraw linking permission without notice. If you wish to make any use of content on the CLARITY Product other than that set out above, please contact support@afamarkets.zendesk.com.

6.8 We are not responsible for viruses and you must not introduce them. We do not guarantee that the CLARITY Product will be secure or free from bugs or viruses and, accordingly, you agree not to hold us accountable for such bugs or viruses. You should use your own suitable virus protection software.

6.9 Consequences of breach of clauses 6.2 to 6.8. If you breach any of these terms, your right access and use the CLARITY Product will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

6.10 You bear sole responsibility for using the CLARITY Product, and the information provided through it (you do so at your own risk). We make no guarantee that information provided through the CLARITY Product, including information sourced from third parties, is complete, accurate, up to date or free of errors. Information provided via the CLARITY Product may be incomplete, inaccurate, out of date and may include errors (including, but not limited to, errors in calculation, scope and interpretation). We make the CLARITY Product available on an ‘as is’ basis and, to the fullest extent permitted under applicable law, we disclaim any implied terms as to title, merchantability, fitness for a particular purpose and non-infringement. The CLARITY Product has not been developed to meet your individual requirements and we do not warrant that it will do so. You must check that the facilities and functions of the CLARITY Product meet your requirements before accepting these Terms. By your use of the CLARITY Product, you agree that you bear responsibility for your own investment research and investment decisions. You also agree that AFA, its directors, officers, shareholders, employees, and agents will not be liable for any investment decision made or action taken or not taken (as the case may be) by you and others based on news, information, opinion, or any other material published through our Services.

6.11 Disclaimer of Warranties. THE CLARITY PRODUCT IS PROVIDED TO THE USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AFA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CLARITY PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AFA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

6.12 We are not responsible for Third Party Resources. Where the CLARITY Product contains links to other applications, websites and resources provided by third parties (“Third Party Resources”), these links are provided for your information only. Such links should not be interpreted as approval by us of those linked applications or websites, or information you may obtain from them. We have no control over the content of Third Party Resources. If you access, purchase or use any Third Party Resources:(a) you bear sole responsibility for doing so (do so at your own risk) and we make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Resources, or any transactions completed and any contracts entered into by you with any such Third Party Resources; and(b) by using such Third Party Resources, you agree to also be bound by any terms and conditions applicable to the use of such Third Party Resources and accept that you may need to pay additional fees to access those Third Party Resources. Accordingly, we recommend that you refer to any applicable terms and conditions and policies prior to using any Third Party Resources.

6.13 You agree that we shall have the right to:

‍(a) terminate your access to the CLARITY Product (including your User Account) without notice at any time following your unauthorised use of the CLARITY Product, or your breach of these Terms;

(b) amend, update or remove prices and available payment methods from time to time, without notice and in our sole discretion; and

(c) report you to the police or other judicial body if we believe in our sole and absolute discretion that your conduct is or may be unlawful.

6.14 You acknowledge that: (i) the CLARITY Product is provided for information purposes only and is not intended for trading purposes; (ii) the CLARITY Product may include certain information taken from stock exchanges and other sources from around the world; (iii) AFA does not guarantee the sequence, accuracy, completeness, or timeliness of the CLARITY Product or any information, facts, views, opinions, statements or recommendations contained on the Site and/or the CLARITY Product; (iv) the provision of certain parts of the CLARITY Product is subject to the terms and conditions of other agreements to which AFA is a party; (v) none of the information contained in the CLARITY Product constitutes a solicitation, offer, opinion, endorsement or recommendation by AFA to buy or sell6any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (vi) the information provided in the CLARITY Product is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, AFA, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any:

(a) inaccuracies or errors in or omissions from the CLARITY Product including, but not limited to, quotes and financial data;

(b) delays, errors, or interruptions in the transmission or delivery of the CLARITY Product; or

(c) loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance.

7. SUBSCRIPTION TERMS AND REFUNDS

‍7.1 Subscriptions are purchased in accordance with our subscription terms which are available here (https://www.afa-markets.com/download-app). Subscriptions are billed monthly or annually. Your selected payment method will be charged automatically on a recurring monthly basis. Your subscription will be renewed automatically, and you will be charged in advance of each billing cycle unless you cancel.

7.2 If you subscribed under an introductory offer, at the end of your introductory period, your payment method on file will be charged automatically each month for the full price of your subscription.

7.3 In order to change or cancel your subscription, please sign in to your Account and select (https://www.afa-markets.com/download-app). When cancelling a subscription, all future charges associated with future months of your subscription will be cancelled. You may notify us of your intent to cancel at any time; your cancellation will become effective at the end of your current monthly billing period. You will not receive a refund; however your subscription access and/or delivery and accompanying subscriber benefits will continue for the remainder of the current monthly billing period.

7.4 We reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

8. CHANGES TO THE TERMS AND THE CLARITY PRODUCT

8.1 Changes to the Terms. We may need to change these Terms and the CLARITY Product to, among other things, reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least [30] days notice of any change by sending you an SMS with details of the change or notifying you of a change when you next start the App. If you do not accept the notified changes you will not be permitted to continue to use the CLARITY Product [and you may apply to the Appstore for a refund, which will reflect the period the CLARITY Product has been available to you prior to cancellation].

8.2 Changes to the CLARITY Product. Without prejudice to clauses 8.3 and 8.4 below, from time to time we may update or amend the CLARITY Product, for example to reflect changes in relevant laws and regulatory requirements, changes in our customer base and industry trends. This includes adding, removing and amending software, tools and features in our sole discretion. This means the tools and features available in the CLARITY Product may vary slightly from those marketed via the CLARITY Product landing pages [and Communication Channels]. Any new features that augment or enhance the current CLARITY Product, including the release of new tools and resources, shall be subject to these Terms and the continued use of the CLARITY Product after any such changes shall constitute your consent to such changes. If you choose not to install updates to the App, or if you opt out of automatic updates, you may not be able to continue using the CLARITY Product. [The App may require periodic updates of the MacOS and/or iOS operating systems in order to match the description provided when you bought it.

8.3 Minor changes to the CLARITY Product. We may make changes to the CLARITY Product at our complete discretion and without notifying you to: (a) reflect changes in relevant laws and regulatory requirements; implement minor technical adjustments and improvements that will not materially affect your use of the CLARITY Product (e.g. to address a security threat); and/or (c) update digital content, provided that the digital content shall always match the description of it that we provided to you before you purchased it.

8.4 More significant changes to the CLARITY Product. We may make the following changes to the CLARITY Product provided that we give you reasonable notice of these changes where possible by sending you an SMS with details7of the change or notifying you of a change when you next start the App: (a) rolling out new models; (b) fixing bugs (if any) in the CLARITY Product; (c) adding features to the CLARITY Product; (d) changing the content and/or layout of the CLARITY Product; and (e) changing the data provider.

9. ACCESS TO THE CLARITY PRODUCT

9.1 When we will provide access to the CLARITY Product. We will make the CLARITY Product accessible to you as soon as reasonably practicable after [you have consented to these Terms as part of the registration process] and we have received the payment due. You consent to us making the CLARITY Product accessible to you immediately upon accepting your order and you acknowledge that this means that you will lose your right of withdrawal from the contract once any services or digital content that form part of the CLARITY Product have been supplied to you.

9.2 We are not responsible for delays outside our control. If your access to the CLARITY Product is delayed or suspended by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for any loss that you suffer as a result of the delay or suspension caused by the event, but if there is a possibility of substantial delay or suspension you may contact us to end the contract and receive a refund for any element of the CLARITY Product that you have paid for but not received.

9.3 We may need to delay granting access, etc. Without prejudice to clause 9.2, we may need to delay granting you access to or suspend access to the CLARITY Product for various reasons, including those set out in clauses 8.2 (Changes to the CLARITY Product), 8.3 (Minor changes to the CLARITY Product) and 8.3 (More significant changes to the CLARITY Product), and if this delay is for a period of more than 21 days, you may contact us to end the contract for the CLARITY Product, and you may receive a refund for any element of the CLARITY Product that you have paid for but not received (if applicable).

9.4 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the CLARITY Product to you (e.g. a valid email address). If you do not provide this information when you sign up to these Terms, we will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or inaccurate information, we may either end the contract (and you will receive a refund for any element of the CLARITY Product that you have paid for but not received) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We shall have no liability to you, whether in contract, tort (including negligence) or otherwise, for loss or damage suffered or incurred by you, whether directly or indirectly, as a result of any failure or delay in the supply of the CLARITY Product (whether in whole or in part) to you, if this failure or delay is caused by your failure or delay in giving us the complete and accurate information that we need in order to supply the CLARITY Product to you, within a reasonable time of us asking for it.

9.5 What will happen if your systems and software are unable to support the CLARITY Product. Clause 5.8 clearly sets out the software and systems that are required to ensure compatibility with, and the smooth running of, the CLARITY Product (the “Compatibility Requirements”). It is your responsibility to ensure that you satisfy the Compatibility Requirements before signing up to access the CLARITY Product. We shall have no liability to you, whether in contract, tort (including negligence) or otherwise, for loss or damage suffered or incurred by you, whether directly or indirectly, as a result of your failure to satisfy the Compatibility Requirements.

9.6 We do not guarantee that any element of the CLARITY Product will always be available or be uninterrupted. We may terminate, suspend, withdraw or restrict the availability of all or any part of the CLARITY Product with immediate effect and at our complete discretion, including for business and operational reasons (e.g. the malfunction of equipment, periodic updating, maintenance, repair and the acts or omissions of third party service providers on whom we rely to provide the CLARITY Product). We will try to give you reasonable notice of any suspension or withdrawal.

9.7 We may end your rights to use the CLARITY Product if you break these Terms. We may end your rights to use the CLARITY Product at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right we may (at our complete discretion) give you a reasonable opportunity to do so. If we end your rights to use the CLARITY Product:

(a) you must stop all activities authorised by these Terms, including your use of the CLARITY Product;

(b) you must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this; and

(c) we may remotely access your devices and remove the App from them.

9.8 Your responsibility for access by third parties. You are responsible for ensuring that all persons who access the CLARITY Product through your internet connection are aware of the Terms and other applicable terms and conditions, and that they comply with them.

10. YOUR RIGHT TO STOP USING THE CLARITY PRODUCT

10.1 You may cease using the CLARITY Product, or any element of it, at any time without ending your contract with us, and you do not need to notify us of your intention to do so, but you remain liable to pay any sums due to us.

10.2 You may close your User Account at any time, but you remain liable to pay any sums due to us.
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11. DEPENDENCIES

11.1 Meaning of Dependencies. In providing the CLARITY Product, we rely on: (a) the accuracy of third party data; and(b) the satisfactory performance of: (i) third party software and systems; (ii) our, and your, Internet connection and system capabilities; and (iii) our own bespoke software and systems (together, the “Dependencies”).

11.2 Impact if dependencies not fulfilled. Without prejudice to clause 12 below, we shall have no liability to you, whether in contract, tort (including negligence) or otherwise, for loss or damage suffered or incurred by you, whether directly or indirectly, as a result of the failure of any of the Dependencies. If the CLARITY Product has been materially adversely affected by a failure of any of the Dependencies, then we shall notify you in writing, providing full details of the relevant failure, as soon as reasonably practicable after becoming aware of it.

12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

12.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so..

12.2 For all Users:

‍(a) we exclude all implied conditions, warranties, representations or other terms that may apply to these Terms, your use of the CLARITY Product or any content or information provided through the CLARITY Product;

(b) we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising in whole or in part from your use of the CLARITY Product or any content or information provided through the CLARITY Product;

(c) in particular, we will not be liable for: (i) loss of income, profits, sales, business, revenue or data; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect, consequential, punitive, exemplary, incidental, special loss or damage of any kind, in each case whether arising in whole or part from your use of the CLARITY Product or any content or information provided through the CLARITY Product; and(d) without prejudice to paragraphs (a) to (c) above, our aggregate liability to you in respect of a claim under or in connection with these Terms, your use of the CLARITY Product or any content or information provided through the CLARITY Product, whether in contract, tort or otherwise, shall not exceed the aggregate amount paid by the User to AFA relating to their access to the CLARITY Product in the twelve (12) months preceding the event giving rise to the claim against us.

12.3 For Users based in the United States, you hereby waive any and all rights you have or may have under California Civil Code Section 1542, and/or any similar provision of law or successor statute to it, with respect to any claims you may have in connection with the CLARITY Product. In connection with this waiver and release, you acknowledge that you are aware that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true. Nevertheless, you intend by these Terms to release fully, finally and forever all such matters under these Terms. In furtherance of such intention, the releases set forth in these Terms shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.

13. YOUR INDEMNIFICATION OF US

‍You will promptly reimburse us for any losses, damages, costs (including reasonable legal costs) and expenses (including taxation), in each case of any nature whatsoever, that are suffered or incurred by us or our affiliates as a result (in whole or in part) of your breach of any provision(s) of the Terms, including but not limited to the content you submit or make available through the CLARITY Product.

14. OTHER IMPORTANT TERMS

14.1 Our trade mark is pending registration. We have applied to register CLARITY as a US & UK registered trade mark, and registration is pending. Do not use CLARITY in any way without our approval.

14.2 Your personal information. We will only use your personal information as set out in our Privacy Policy.

14.3 Whole agreement. The Terms represent the entire agreement and understanding between us regarding your use of the CLARITY Product, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to the subject matter.

14.4 Terms that continue after termination. Provisions of these Terms that expressly or by their inherent nature should survive termination or expiry of these Terms shall survive termination or expiry.

14.5 No agency, etc. Nothing in these Terms creates any agency, partnership, joint venture, employment or franchisee relationship between you and us.

14.6 Severing illegal terms. If a court finds part of these Terms illegal, the remaining terms will continue in full force and effect.

14.7 We may transfer this contract to someone else. We may transfer our rights and obligations under the Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

14.8 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under the Terms to another person if we agree to this in writing.

14.9 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

14.10 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

14.11 Export Control. The CLARITY Product may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the CLARITY Product to, or make the CLARITY Product accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the CLARITY Product available outside the United States.

14.12 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE CLARITY PRODUCT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.13 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

14.14 Which laws apply to this contract and where you may bring legal proceedings.

14.15 Users resident otherwise than in the United States. These Terms are governed by English law for any Users based outside of the United States. In the event of a dispute arising out of or relating to these Terms by a User resident outside of the United States, the dispute shall be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules (2021), which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London and the language of the10arbitral proceedings shall be English. The governing law of the arbitration agreement shall be the substantive law of England and Wales. The appointing authority shall be the London Court of International Arbitration.

14.16 User resident in the United States. If the User is a resident of the United States, these Terms (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of England and Wales, without regard to choice or conflicts of law principles. You agree that any dispute, claim, or controversy between you and AFA arising in connection with or relating in any way to these Terms or to your relationship with AFA as a User (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) will be determined by mandatory binding individual (not class) arbitration. The place of arbitration shall be New York City, New York. You further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration provision or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. YOU SPECIFICALLY AGREE THAT YOU ARE BOUND TO RESOLVE ALL DISPUTES IN ARBITRATION, AND YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT. Arbitration shall be subject to the Federal Arbitration Act and shall be conducted by the American Arbitration Association (AAA) pursuant to the AAA’s Consumer Arbitration Rules (“AAA Rules”), then in force. The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.