Clearcote Platform Licence Terms

These Platform Licence Terms (the "Terms") apply when a company buys a Clearcote Platform Licence from Clearcote Labs, a sole proprietorship (eenmanszaak) established in the Netherlands ("Licensor"). The company named when the licence is bought ("Licensee") accepts these Terms by ticking the acceptance box on the offer page, or by paying an invoice or order that refers to them. The person accepting confirms that they are authorised to bind Licensee. Licensor and Licensee are each a "Party".

These Terms come on top of the Clearcote Terms of Service, Privacy Policy and Refund & Cancellation Policy. Where they conflict, these Terms prevail for the Platform Licence.

1. Definitions

• "Software": the Clearcote browser builds, SDKs, Licence Keys and documentation Licensor makes available under the Platform Licence, including Updates.
• "Updates": new releases of the Software that Licensor makes available to Platform Licence holders during the Term.
• "Licence Key": the key that enables the Software, including the Offline Key: a signed key file that the Software verifies locally, without contacting Licensor's servers.
• "Licensee Product": Licensee's own products and services, as offered by Licensee to its customers on Licensee's standard terms, whether hosted by Licensee or deployed in a customer's environment (including on-premises deployments).
• "Order": the offer page, checkout or invoice that states the price, the billing period and any scope of the Platform Licence.
• "Billing Period": the period one payment covers under the Order: one month, or one year.
• "Affiliate": an entity that controls, is controlled by, or is under common control with Licensee, where control means owning more than 50% of the voting interests.

2. Business use only

The Platform Licence is offered to businesses only. Licensee confirms it acts in the course of its trade, business or profession and is not a consumer. Rules that protect only consumers do not apply.

3. Licence

3.1 Subject to payment and these Terms, Licensor grants Licensee a non-exclusive, non-transferable licence, for the Term, to install and run the Software, online or offline: (a) for Licensee's internal development, testing and operations; and (b) as an embedded, non-separable component of the Licensee Product, including in environments operated by or for Licensee's customers.

3.2 Unless the Order states a limit, the licence covers an unlimited number of browser sessions, machines, containers and users within the scope of 3.1.

3.3 Licensee's Affiliates, employees and contractors may use the Software on Licensee's behalf within that scope. Licensee's customers may run the Software only as part of the Licensee Product, never on its own. Licensee is responsible for all of them as for itself.

3.4 Use of the Licensee Product by Licensee's customers is covered, including where they choose their own targets, scans, workflows or settings within the Licensee Product, and including on-premises deployments of the Licensee Product at those customers.

3.5 Not covered, and needing a separate written agreement: making the Software available other than as part of the Licensee Product, such as on its own, through a separate browser, CDP or automation interface, or in software written for a single customer that is not part of the Licensee Product.

4. Restrictions

Licensee shall not, and shall not allow anyone else to:

• sell, resell, rent, sublicense or distribute the Software on its own, or offer it as a standalone product or service, such as a hosted browser, a browser API or a browser automation service;
• expose the Software or its interfaces (such as its DevTools/CDP endpoint) to third parties, other than as an internal component of the Licensee Product;
• reverse engineer, decompile or disassemble the Software, or remove, bypass or alter the licence check, the Licence Key's expiry, watermarks or notices, except where mandatory law allows it;
• share a Licence Key, a download link or Software builds outside the scope of Section 3;
• use Clearcote's name or logo in its own marketing without Licensor's written consent, or present the Software as Licensee's own work;
• use the Software in breach of the law or of Section 9.

5. Builds, Updates and downloads

5.1 Online use of the Software works from payment, on the platforms Licensor builds, currently Linux x64 and Windows x64.

5.2 The offline features (the Offline Key, offline bundles of each release with the browser build, SDK packages, checksums and release notes, the Offline section in Licensee's dashboard, and a download link authenticated with Licensee's Licence Key) are delivered after the first order. Licensor aims to make them available within seven (7) business days of the first payment. This is a target, not a binding deadline. The download link is for Licensee's own use; downloads are logged and rate-limited.

5.3 If, within thirty (30) calendar days after Licensor receives the first cleared payment, Licensor has not made available a functioning Offline Key and a first Linux x64 offline bundle (browser build and SDK packages) that installs and runs without contacting Licensor's systems, Licensee may cancel the Platform Licence by email within the following fourteen (14) calendar days. Licensor then refunds the first payment in full within fourteen (14) calendar days of that email. This is Licensee's sole remedy for late or missing offline features, except for rights that cannot lawfully be excluded. Windows x64 offline bundles follow on a best-effort basis and do not trigger this refund.

5.4 Licensor may make Updates available during the Term. Licensor decides at its sole discretion whether, when and how often Updates are released and which Chromium versions, platforms and features they contain, and may add, change or remove platforms and features. Licensor is not obliged to release any Update, fix any particular defect, or keep up with any particular Chromium release or third-party change. Licensee decides when to install Updates.

5.5 Builds and Licence Keys are individually marked so that a copy can be traced to the licence it came from.

6. The Offline Key

6.1 The Offline Key states Licensee's name, the licence type and an end date. It is valid for the Billing Period paid for plus thirty (30) days, so that a renewed key can be moved into offline environments in time.

6.2 On every renewal, monthly or yearly, a new Offline Key is made available in Licensee's dashboard and sent by email.

6.3 When an Offline Key expires and no newer valid key is installed, the Software stops working. The expiry is part of the Software and is not a defect. Getting around it is a material breach.

6.4 In offline mode the Software does not contact Licensor's servers and does not report usage.

7. Support

7.1 Support is provided by email only, at legal@clearcotelabs.com or by replying to Licensor's emails, on a best-effort basis. Licensor does not commit to any response time, resolution time, availability, uptime or other service level.

7.2 Licensor does not provide phone or video calls, meetings, on-site work, custom development, integration work, training, security questionnaires, vendor assessments, audits or certifications (such as SOC 2 or ISO 27001). Any such service needs a separate written agreement, which Licensor is free to decline.

7.3 Security reports go to legal@clearcotelabs.com with "Security" in the subject. Licensor reviews them and shares security-relevant update notes with Licensee by email, on a best-effort basis, without any response time or fix deadline.

7.4 Licensee supports its own customers. Licensor has no obligations towards Licensee's customers, and they cannot derive any rights from these Terms.

8. Term, fees and payment

8.1 The Platform Licence runs for the Billing Period stated in the Order and renews automatically for the same period until cancelled. Licensee can cancel at any time from its dashboard or by email; cancellation takes effect at the end of the paid Billing Period.

8.2 Licensee pays the fee stated in the Order in advance for each Billing Period, through Stripe: by card or another method offered at checkout, or, for a yearly Billing Period where offered, by bank transfer against a Stripe invoice, within the period stated on that invoice. A licence paid by invoice starts when the invoice is paid.

8.3 Fees exclude VAT and other taxes, which are added where Licensor must charge them. If a payment is subject to withholding tax, Licensee pays such additional amount that Licensor receives the full fee. Bank and exchange costs on Licensee's side are for Licensee.

8.4 Licensee may not set off, withhold or suspend any payment because of a claim against Licensor.

8.5 The fee will not increase during the first twelve (12) months after the first cleared payment. After that, Licensor may change the fee for future Billing Periods by email notice at least thirty (30) days before the change applies. Licensee may cancel before then.

8.6 If a payment fails or is late, Licensor may suspend the Licence Key, Updates and downloads until it is paid. Statutory commercial interest (wettelijke handelsrente) and reasonable collection costs apply to late payments.

8.7 Fees paid are non-refundable, except as stated in Sections 5.3, 14.3 and 14.5.

9. Lawful and authorised use

9.1 Licensee is solely responsible for how it, its customers and anyone acting on its behalf use the Software, including the targets, systems and websites accessed and any data collected.

9.2 Licensee shall use the Software only against systems, applications and websites that Licensee or its customer owns or is authorised to test or access, and in compliance with all applicable laws, including laws on computer misuse, data protection, export control and sanctions.

9.3 Licensee shall not use the Software for unauthorised access to systems, credential stuffing, fraud, spam, denial of service or any other unlawful purpose.

9.4 Licensee confirms that neither it nor its Affiliates are subject to EU, UN, UK or US sanctions, and shall not use or deploy the Software in or for any sanctioned country, person or entity.

10. Data protection

The Software runs on systems controlled by Licensee or its customers. Licensor does not process personal data on Licensee's behalf under the Platform Licence, so no data processing agreement is needed. Licensor processes the business contact and billing details of Licensee's staff as an independent controller, as described in the Privacy Policy.

11. Intellectual property and notices

11.1 All intellectual property rights in the Software stay with Licensor or its licensors. Licensee receives only the rights in Section 3.

11.2 The Software includes third-party components (including Chromium) under their own open-source licences, listed in the notices delivered with it. Those licences apply to those components, and nothing in these Terms restricts rights Licensee has under them. Licensee keeps those notices with every copy of the Software it deploys, including at its customers.

12. No warranty

12.1 To the maximum extent permitted by law, the Software, Updates, Licence Keys, downloads and support are provided "as is" and "as available", without any warranty, representation or guarantee of any kind, express or implied, including fitness for a particular purpose, merchantability, quality, non-infringement, or that the Software will be error-free, secure, uninterrupted, compatible with any system, or able to access, load or avoid detection by any particular website, service or protection system.

12.2 Results depend on third-party systems that change over time and are outside Licensor's control. Licensee has evaluated the Software and decided for itself that it suits Licensee's purposes.

12.3 Licensee's sole and exclusive remedy for any defect, non-conformity or dissatisfaction is to cancel the Platform Licence.

13. Liability and indemnity

13.1 To the maximum extent permitted by law, Licensor is not liable for any damage, loss, cost or claim arising out of or in connection with the Platform Licence, the Software or its use, whether in contract, in tort (onrechtmatige daad) or otherwise.

13.2 Without limiting 13.1, Licensor is in no event liable for indirect or consequential damage, including lost profits, revenue or savings, lost or corrupted data, business interruption, reputational damage, fines, or claims by Licensee's customers or other third parties.

13.3 If and to the extent Licensor is nevertheless held liable, Licensor's total liability for all claims together is limited to the fee Licensee paid for the one Billing Period in which the event giving rise to the claim occurred, and never more than the amount of that single payment.

13.4 Sections 13.1 to 13.3 do not limit liability for Licensor's intent or deliberate recklessness (opzet of bewuste roekeloosheid), only to the extent Dutch law does not allow excluding it.

13.5 Licensee acknowledges that Licensor is a natural person running a sole proprietorship. Every limitation and exclusion in these Terms protects Licensor both in its business capacity and personally, with Licensor's private assets, and equally protects anyone Licensor engages to perform the Platform Licence (who may rely on this clause directly). Licensee shall not bring any claim against Licensor, its owner or those persons beyond the limits of this Section 13.

13.6 Licensee shall indemnify and hold Licensor harmless against all third-party claims, fines, damages and reasonable costs (including legal fees) arising from (a) the use of the Software by Licensee, its Affiliates, its customers or anyone acting on its behalf, (b) a breach of Section 4 or 9, (c) the Licensee Product, or (d) any claim by Licensee's customers relating to the Software.

13.7 Any claim against Licensor lapses unless it is notified to Licensor in writing within three (3) months after Licensee became aware, or could reasonably have become aware, of the facts giving rise to it, and legal proceedings are started within one (1) year of that notice.

14. Suspension and termination

14.1 Either Party may terminate the Platform Licence by written notice if the other materially breaches these Terms and does not remedy the breach within thirty (30) days of written notice describing it.

14.2 Licensor may suspend or revoke a Licence Key and downloads with immediate effect if it reasonably suspects misuse, a breach of Section 4 or 9, or that a Licence Key or build has leaked, and may terminate with immediate effect by written notice if such a breach is confirmed, if Licensee does not pay within fourteen (14) days of a reminder, or if Licensee becomes insolvent, is declared bankrupt or ceases its business.

14.3 Licensor may terminate the Platform Licence at any time, for any reason, by ninety (90) days' written notice, and then refunds the pro-rata part of prepaid fees for the period after termination. That refund is Licensee's sole remedy for such termination. This does not limit suspension or termination under 14.2.

14.4 On termination or expiry Licensee shall stop using the Software within thirty (30) days, remove it from the Licensee Product and from every deployment at its customers, delete all copies of the Software and the Licence Keys, and confirm this in writing on request.

14.5 If Licensee terminates under 14.1 for Licensor's breach, Licensor refunds the pro-rata part of prepaid fees for the remaining paid Billing Period, which is Licensee's sole remedy. In all other cases no refund is due.

14.6 Sections 4, 8.4, 9, 11, 12, 13, 14.4 to 14.6, 15 and 16 survive termination.

15. Confidentiality and confirmation of use

15.1 Each Party keeps the other's non-public information received under the Platform Licence confidential, including the Licence Keys, download links, Software builds and fees, and uses it only for the Platform Licence. This does not apply to information that is public without breach, was already lawfully known, or must be disclosed by law (with prompt notice where permitted). Licensor names Licensee as a customer only with Licensee's written consent.

15.2 At most once a year, Licensor may ask Licensee by email to confirm in writing that its use stays within these Terms. Licensee answers within thirty (30) days. There is no audit and no access to Licensee's systems.

16. General

16.1 Law and courts. These Terms are governed by the laws of the Netherlands. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. All disputes go exclusively to the competent court in Amsterdam, the Netherlands.

16.2 Entire agreement. These Terms, the Order and the documents referred to above are the entire agreement about the Platform Licence. Licensee's purchase orders or general terms and conditions do not apply, even if referred to.

16.3 Communication. All communication under the Platform Licence, including support and notices, takes place in writing by email: to Licensor at legal@clearcotelabs.com, and to Licensee at the email address of the account that bought the licence.

16.4 Changes. Licensor may update these Terms for future Billing Periods by email notice at least thirty (30) days before the update applies; Licensee may cancel before then. Each acceptance names the version it was made under. Other changes are valid only if agreed in writing (email suffices).

16.5 Assignment and subcontracting. Licensee may not assign the Platform Licence without Licensor's written consent, except to a successor of all or substantially all of its business. Licensor may assign it to a successor of its business, including a legal entity (such as a B.V.) through which Licensor continues the business, and may use third parties (such as hosting and payment providers) to perform it.

16.6 Force majeure. Neither Party is liable for failure or delay caused by circumstances beyond its reasonable control, including illness or unavailability of Licensor, outages of third-party infrastructure or payment providers, and changes made by third parties to websites, browsers or detection systems.

16.7 Severability. If a provision is invalid or unenforceable, the rest stays in force and the Parties replace it with a valid provision as close as possible to its purpose, including any limitation of liability, which then applies to the fullest extent allowed.

16.8 Language. These Terms are written in English. The English text prevails over any translation.