PLEASE READ CAREFULLY BEFORE ACCESSING THIS TOOL:

These End-User Terms of Service (“Terms”) are a legal agreement between CRH Group Procurement Services ltd. ( “us”, “our”, “we”, or “CRH”) and you, the person who directly uses Brightidea Tool (“Tool”) under these Terms and the Brightidea T&Cs (“Documents”). We assign you the right of use of the Tool to you on the basis of these Terms. We do not sell the Tool to you. We remain the sole licensee of the Tools at all times.

BY ACCEPTING THESE TERMS YOU AGREE TO THE TERMS OF THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS, YOU MUST SEND AN EMAIL TO INNOVATION@CRH.COM AND YOU MAY NOT ACCESS THIS TOOL.

1. SCOPE OF TERMS

1.1 In consideration of you agreeing to abide by the terms of these Terms, we grant to you a non-exclusive, non-transferable rights to use the Tool on these Terms.

1.2 You may Login into the Brightidea platform and use the Tool for CRH internal business purposes only.

2. RESTRICTIONS

2.1 Except as expressly set out in these Terms or as permitted by any local law, you undertake:

(a) not to copy the Tool except where such copying is incidental to normal use of the Tool;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Tool;

(c) not to make alterations to, or modifications of, the whole or any part of the Tool, nor permit the Tool or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Tool nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Tool with another program approved by CRH, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability of the Tool with another program approved by CRH;

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any Tool which is substantially similar to the Tool;

(e) not to provide or otherwise make available the Tool in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;

(f) to comply with all applicable technology control or export laws and regulation.

2.2 You must, at all times, hold yourself to the highest standards of conduct so as to maintain the CRH’s reputation and the integrity of our business. You shall not be permitted to use the Tool to:

(a) store, access, transfer, download, upload, communicate or create any fraudulent, harassing, embarrassing, sexually explicit, profane, obscene, intimidating, libelous, slanderous, threatening, abusive, defamatory, or otherwise unlawful or inappropriate materials;

(b) download other similar software over the Internet;

(c) access Internet sites for gambling or any illegal activity;

(d) embarrass CRH executives, or to jeopardize the CRH’s reputation;

(e) download, store or transmit material that infringe any copyright, trademark or other proprietary right;

(f) post or transmit proprietary or confidential information related to clients, suppliers, vendors, allied parties, or other third parties in the absence of an NDA;

(g) post or store CRH business-related information on public storage sites;

(h) download or distribute pirated software or data;

(i) deliberately propagate a virus, malware, or any other malicious program code;

(j) send CRH confidential information without prior authorization from your line-manager. Such confidential information includes, but is not limited to, CRH copyrighted materials, trade secrets, intellectual property, proprietary financial information, employee information, customer information, or other similar materials that would be considered confidential in nature (“Confidential Information”) whenever sending Confidential Information to third parties, or sharing it with them, you must ensure that such third party is bound by a confidentiality agreement that sufficiently protects the confidential character of the Confidential Information (in case of doubt you may seek guidance from your line-manager);

(k) access, use or disclose Confidential Information without authority;

(l) engage in activities for personal gain or a personal business, or for any commercial or business purposes other than CRH purposes;

(m) violate any applicable laws;

(n) use CRH resources in a manner that violates applicable laws, including without limitation, those laws relating to discrimination and harassment, privacy, financial disclosure, intellectual property and proprietary information, defamation and criminal

laws.

2.3 You should immediately report any suspected unacceptable use of this Tool to innovation@crh.com. Anyone who uses this Tool for any of these unacceptable uses will be subject to disciplinary measures in accordance with these Terms.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 If you are a CRH employee, you acknowledge and agree that CRH shall own, and you shall (and hereby do) assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by your use of the Tool.

4. LIMITATION OF LIABILITY

4.1 You acknowledge that the Tool has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise.

4.2 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Terms for:

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

(b) business interruption;

(c) loss of anticipated savings;

(d)  loss or corruption of data or information;
(e)  loss of business opportunity, goodwill or reputation; or
(f)  any special, indirect or consequential loss, damage, charges or expenses.

4.4 These Terms sets out the full extent of our obligations and liabilities in respect of the supply of the Tool. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Tool which might otherwise be implied into, or incorporated in, these Terms is excluded to the fullest extent permitted by law.

5. TERMINATION

5.1 We may terminate these Terms immediately by written notice to you if you commit a material or persistent breach of these Terms which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so.

5.2 On termination for any reason:

(a) all rights granted to you under these Terms shall cease;

(b) you must immediately cease all activities authorised by these Terms;

(c) you must immediately and permanently delete or remove the Tool from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Tool and any other documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

6. UPDATES

6.1 These Terms shall become effective on 20th September 2022 and shall, unless otherwise terminated in accordance with the provisions hereof, continue in effect for an indefinite term of years.

6.2 We reserve the right to modify or otherwise update these Terms. For the current version of these Terms, please visit this section. Your continued use of the Tool shall constitute your acceptance to the terms of these Terms, as varied. If you do not wish to accept the terms of the Terms (as varied) you must immediately stop using and accessing the Tool.

7. EVENTS OUTSIDE OUR CONTROL

7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to supply you the Tool that is caused by an Event Outside Our Control. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.

7.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

(a) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

8. PERSONAL INFORMATION

8.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Tool and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our CRH Data Privacy Policy.

8.2 If you have any questions or comments about our processing of personal data, please send an email to dataprivcay@crh.com.

9. MISCELLANEOUS

9.1 We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

9.2 You may only transfer your rights or your obligations under these Terms to another person if we agree via e-mail.

9.3 These Terms and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.

9.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so via e-mail, and that will not mean that we will automatically waive any later default by you.

9.5 Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.6 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Irish Law law. We both irrevocably agree to the exclusive jurisdiction of the courts of Dublin, Ireland.

Ideas@CRH

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