End User Licence Agreement

Apex Core Platform

Version: V01.00 Last updated: 15 February 2025

This End User Licence Agreement ("EULA") is a legally binding agreement between you, the individual accessing the Apex Core platform ("Authorised User" or "you"), and Apex Aspire Limited, a company registered in England and Wales under company number 16387803 ("Apex Aspire", "we", "us", or "our").

By clicking "I Accept", creating an account, or otherwise accessing or using the Apex Core platform, you confirm that you have read, understood, and agree to be bound by this EULA. If you do not agree to these terms, you must not access or use the platform.

Your access to Apex Core is provided under and subject to a separate Master Subscription Agreement ("MSA") between Apex Aspire and the organisation on whose behalf you access the platform ("Client"). In the event of any conflict between this EULA and the MSA, the MSA shall prevail as between Apex Aspire and the Client.

1. Definitions

In this EULA, the following terms have the meanings set out below:

"Authorised User" means an individual who has been granted access to the Platform by the Client in accordance with the MSA.

"Client" means the organisation that has entered into a Master Subscription Agreement with Apex Aspire and under whose account you access the Platform.

"Client Data" means all data entered into, uploaded to, or generated within the Platform by or on behalf of the Client, including but not limited to contacts, deal records, documents, proposals, invoices, and correspondence.

"Confidential Information" means any information that is designated as confidential or that ought reasonably to be considered confidential given the nature of the information or the circumstances of its disclosure, including but not limited to business strategies, financial information, technical data, and Client Data.

"Intellectual Property" means all patents, copyrights, design rights, trade marks, database rights, trade secrets, know-how, and all other intellectual property rights (whether registered or unregistered) and all applications for the foregoing, anywhere in the world.

"Outputs" means any deal-specific documents, reports, proposals, or other materials generated by the Platform using Client Data.

"Platform" or "Apex Core" means the Apex Core software-as-a-service application, including all features, modules, interfaces, APIs, and documentation made available by Apex Aspire.

"Services" means the provision of access to the Platform and any associated support services provided by Apex Aspire under the MSA.

2. Licence Grant

2.1. Subject to your compliance with this EULA and the Client's MSA remaining in force, Apex Aspire grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform solely for the Client's internal business purposes.

2.2. This licence is conditional upon you remaining an Authorised User of the Client. Your right to access the Platform will automatically terminate if you cease to be an Authorised User, whether by reason of your departure from the Client, the Client's revocation of your access, or the expiry or termination of the MSA.

2.3. You may only access the Platform using the credentials assigned to you. You must not share your credentials with any other person or permit any other person to access the Platform using your account.

3. Acceptable Use

3.1. You shall use the Platform only for lawful purposes and in accordance with this EULA, the Client's internal policies, and all applicable laws and regulations.

3.2. You shall not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

3.3. You are responsible for ensuring that your use of the Platform and any data you enter complies with all applicable data protection legislation, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018.

3.4. Where you use the Platform's tracked link functionality to generate tokenised URLs for inclusion in communications with third parties, you shall ensure that such links are used only for legitimate business purposes in connection with the Client's authorised activities. You shall not use tracked links for the purpose of sending unsolicited commercial communications (spam), phishing, or distributing content to recipients who have not consented to receive it or with whom the Client does not have a legitimate business relationship.

3.5. Where you use the Platform's bulk import functionality (including CSV import), you are solely responsible for the accuracy, completeness, and lawfulness of the data imported. You shall ensure that you have all necessary consents and legal bases required under applicable data protection legislation before importing any personal data into the Platform.

4. Prohibited Activities

The following activities constitute a material breach of this EULA and may result in the immediate suspension or termination of your access:

4.1. Reverse engineering: Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying ideas, algorithms, or structure of the Platform or any part thereof.

4.2. Copying and extraction: Copying, replicating, scraping, or systematically extracting workflows, templates, logic, data structures, or other elements of the Platform, whether manually or by automated means.

4.3. Credential misuse: Sharing your login credentials with any other person, using another person's credentials, or attempting to bypass, circumvent, or disable any authentication or authorisation controls.

4.4. Security interference: Probing, scanning, or testing the vulnerability of the Platform, or attempting to breach, circumvent, or disable any security or authentication measures, except where Apex Aspire has given its prior written consent to conduct a specific security assessment.

4.5. Competitive use: Using the Platform, or any information obtained from it, for the purpose of building a competing product or service, or for benchmarking or competitive analysis, unless Apex Aspire has given its prior written consent.

4.6. Unauthorised access: Attempting to access any part of the Platform, any systems or networks connected to the Platform, or any data to which you have not been granted access.

4.7. Tracked link misuse: Using the Platform's tracked link functionality to circumvent or attempt to circumvent any access controls, authentication mechanisms, or security measures, whether within the Platform or on any third-party system or service. This includes, without limitation, using tracked links to disguise the true destination of a URL, to redirect recipients to malicious content, or to harvest credentials or personal data from recipients.

4.8. For the avoidance of doubt, nothing in this clause restricts your use of general professional skills, knowledge, experience, or know-how that you have acquired or developed independently of the Platform.

5. Account Security

5.1. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

5.2. You shall notify the Client and Apex Aspire promptly if you become aware of or suspect any unauthorised access to or use of your account, or any other breach of security.

5.3. Apex Aspire shall not be liable for any loss or damage arising from your failure to comply with this clause.

6. No Advice — No Reliance

6.1. The Platform is a workflow and productivity tool only. Apex Core provides tools, templates, and workflows to support business processes. It does not provide, and shall not be construed as providing, any regulated, financial, legal, tax, investment, or other professional advice.

6.2. Any data, outputs, calculations, or suggestions generated by the Platform are provided for informational and operational convenience only. You must not rely on them as a substitute for independent professional judgement and verification.

6.3. You remain solely responsible for the accuracy of any data you enter into the Platform and for verifying the suitability of any Outputs before use.

7. Intellectual Property

7.1. All Intellectual Property rights in the Platform, including its source code, architecture, user interface designs, documentation, templates, pre-existing materials, and all improvements and modifications thereto, are and shall remain the exclusive property of Apex Aspire.

7.2. No rights are granted to you under this EULA other than the limited licence to use the Platform as set out in clause 2.

7.3. You shall not remove, alter, or obscure any proprietary notices, labels, or marks on or within the Platform.

8. Feedback

8.1. If you provide any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Platform ("Feedback"), such Feedback shall be treated as non-confidential and non-proprietary.

8.2. You grant Apex Aspire a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable licence to use, reproduce, modify, adapt, publish, distribute, and incorporate such Feedback into the Platform or any other products or services, without restriction and without any obligation to you.

8.3. For the avoidance of doubt, Apex Aspire is under no obligation to use or implement any Feedback.

9. Disclaimers and Limitation of Liability

9.1. Disclaimers. To the fullest extent permitted by law:

(a) The Platform is provided on an "as is" and "as available" basis. Apex Aspire makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the Platform, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

(b) Apex Aspire does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

(c) Apex Aspire does not warrant the accuracy, completeness, or reliability of any data, Outputs, or other content obtained through the Platform.

9.2. Limitation of liability. To the fullest extent permitted by law:

(a) Apex Aspire shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, howsoever arising.

(b) Apex Aspire's total aggregate liability to you under or in connection with this EULA, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed fifty pounds sterling (GBP 50.00).

9.3. Exceptions. Nothing in this EULA excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

10. Termination

10.1. This EULA is effective from the date you first access the Platform and shall remain in force for as long as you remain an Authorised User under the Client's MSA.

10.2. Apex Aspire may suspend or terminate your access to the Platform immediately and without notice if:

(a) you breach any provision of this EULA;

(b) Apex Aspire reasonably considers that your continued access poses a security risk to the Platform, other users, or Client Data;

(d) the MSA between Apex Aspire and the Client expires or is terminated.

10.3. Upon termination, your right to access the Platform shall cease immediately. Clauses 4, 6, 7, 8, 9, and 11 shall survive termination.

11. General

11.1. Entire agreement. This EULA constitutes the entire agreement between you and Apex Aspire in relation to your use of the Platform as an individual Authorised User, and supersedes all prior agreements, understandings, and representations.

11.2. Amendments. Apex Aspire may update this EULA from time to time. Material changes will be notified to you via the Platform, and continued use of the Platform after notification constitutes acceptance of the updated terms. If you do not agree to any amended terms, you must cease using the Platform.

11.3. Severability. If any provision of this EULA is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

11.4. Waiver. No failure or delay by Apex Aspire in exercising any right under this EULA shall constitute a waiver of that right.

11.5. Third-party rights. A person who is not a party to this EULA shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA.

11.6. Governing law. This EULA shall be governed by and construed in accordance with the laws of England and Wales.

11.7. Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this EULA.

Apex Aspire Limited Company No: 16387803 Registered in England and Wales

Contact: admin@apexaspire.co.uk