End User License Agreement 1.0

1. License

Subject to the terms and conditions of this Agreement, SecureAck Limited hereby grants Customer a limited, non-exclusive, non-sub licensable, non-transferable, and revocable license to access the SecureAck software (the "Software") remotely, on a Software-as-a-Service (SaaS) basis, or use the Software, as applicable, solely for the Customer's internal business purposes during the Subscription Term (as defined below). Unless otherwise specified, the term "Software" also encompasses any redistributable components and accompanying documentation ("Documentation") provided to the Customer for the operation of the Software. The Customer shall utilize the Software in accordance with the Documentation, adhering to any usage limitations outlined in the Order or Partner Order Form (if purchased through a Partner) and in compliance with applicable laws. In this context, "Order" refers to the order form issued by SecureAck Limited, which the Customer accepts by clicking and/or executing, as applicable, to obtain the designated license and services under this Agreement, based on the selected license tier.

2. Services

In addition to the license, SecureAck Limited will deliver support and maintenance services as per SecureAck Limited's existing Service Level Agreement ("SLA"), which are available publicly from SecureAck Limited’s website or upon request. The SLA may be periodically revised by SecureAck Limited. The Software and the services provided under the SLA collectively shall be referred to as the "Services". The Customer is prohibited from engaging in reverse engineering, modifying, or creating derivative works of the software without obtaining the SecureAck Limited prior written consent.

3. Subscription Fee

3.1. If the Customer has directly purchased the license and Services from SecureAck Limited, this Section 3.1 shall apply. The provision of Services is contingent upon the Customer's full payment of the applicable fees specified in the Order. Following the Initial Subscription Term, SecureAck Limited reserves the right to modify its fees at any time. In such cases, the Customer will receive prior Notification of these changes via email. If the Customer does not agree to the revised pricing, their sole recourse is to contact SecureAck Limited directly and request termination of the Services before the effective date of the price changes as detailed in the Notification. Unless otherwise indicated in the Order: (i) all payments under this Agreement shall be made in GBP currency, (ii) invoices are due and payable within thirty (30) days of the invoice date, and (iii) all fees and payments made under this Agreement are non-refundable. Any amount not paid when due shall accrue interest on a daily basis, at the lesser of: (i) a rate of one and a half percent (1.5%) per month, or (ii) the maximum rate permitted by applicable law. All amounts payable under this Agreement are exclusive of any sales, use, value-added, withholding, or other direct or indirect taxes, charges, levies, and duties.

3.2. If the Customer has purchased the license through a Partner, the provision of Services is subject to full payment of the applicable fees as outlined in the Partner Order Form between the Customer and the respective Partner. All payments shall be made directly to the Partner, as agreed upon between the Customer and Partner. In cases where the Customer is entitled to a refund under the terms and conditions of this Agreement, SecureAck Limited will refund any applicable fees to the Partner, and it is the sole responsibility of the Partner to refund the appropriate amounts to the Customer.

4. Permitted Users

The Software may only be accessed by employees or service providers explicitly authorized by the Customer to utilize the Software (each referred to as a "Permitted User"). The Customer is responsible for ensuring that Permitted Users always comply with the terms of this Agreement, and the Customer shall bear full responsibility for any breach of this Agreement by a Permitted User. Any unauthorized access or use of the Software must be promptly reported to SecureAck Limited.

5. Prohibited Uses

Unless specifically permitted herein or with the prior written consent of SecureAck Limited, the Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, or distribute any part of the Software (including incorporation into other products); (ii) sell, license (or sublicense), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) use any "open source" or "copyleft software" in a manner that would necessitate SecureAck Limited to disclose the Software's source code to any third party; (iv) disclose the results of any testing or benchmarking of the Software to any third party; (v) disassemble, decompile, reverse engineer, or attempt to uncover the source code or underlying algorithms of the Software; (vi) use the Software in a manner that violates or infringes upon the rights of any third party, including but not limited to privacy rights, publicity rights, or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Software; (viii) circumvent, disable, or interfere with security-related features of the Software or features that enforce usage limitations; (ix) export, make available, or use the Software in any manner prohibited by applicable laws (including export control laws); and/or (x) transmit any malicious code (such as software viruses, Trojan horses, worms, malware, or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or any other unlawful material in connection with the Software.

6. Warranties

Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization. Furthermore, each Party represents and warrants that the execution and performance of this Agreement will not conflict with any other agreements to which it is bound or violate applicable law.

7. Intellectual Property Rights

The Software is the exclusive property of SecureAck Limited and is not for sale. All rights, title, and interest, including any intellectual property rights associated with or embedded in the Software (including any improvements and derivative works), as well as any other products, deliverables, or services provided by SecureAck Limited, are and shall remain solely owned by SecureAck Limited or its licensors. This Agreement does not transfer to the Customer any interest in or to the Software, except for the limited right to use the Software as specified in Section 1. Nothing in this Agreement constitutes a waiver of SecureAck Limited's intellectual property rights under any law. If SecureAck Limited receives any feedback (such as questions, comments, suggestions, or similar), referred to as "Feedback," regarding the Services, all intellectual property rights in such Feedback shall belong exclusively to SecureAck Limited. The Feedback shall be considered SecureAck Limited's Confidential Information, and the Customer hereby transfers and assigns to SecureAck Limited all intellectual property rights it has in the Feedback and waives any moral rights associated with it. SecureAck Limited retains the sole discretion to use any Feedback, in whole or in part, and is not obligated to utilize it in any manner. Any anonymous information derived from the use of the Services (such as metadata, aggregated or analytics information) that is not personally identifiable information ("Analytics Information") may be used for providing the Service, development, and/or statistical purposes. The Analytics Information remains the exclusive property of SecureAck Limited. The Customer is and shall remain the sole and exclusive owner of all data and information inputted or uploaded to the Service by the Customer ("Customer Data").

If SecureAck Limited is unable to uphold its terms of this agreement and is unable to provide access or support to the proprietary software due to reasons of insolvency or ceasing to trade, then SecureAck proprietary software will be released as open source under the Apache V2 License agreement where at-least one customer has an active and valid license agreement.

8. Third-Party Components

The Software may utilize or include third-party open-source software, files, libraries, or components that may be distributed to the Customer and are subject to third-party open-source license terms. A list of such components may be periodically updated by SecureAck Limited. Requests for the open-source list and their respective license terms may be forwarded to: sales@secureack.com. In the event of a conflict between any open-source license and the terms of this Agreement, the open-source license terms shall prevail, but solely in connection with the related third-party open-source software. SecureAck Limited does not provide any warranties or indemnity with respect to third-party open-source software.

9. Confidentiality

Each Party may have access to non-public information of the other Party, including trade secrets and other proprietary information related to products, software, technology, data, know-how, or business of the other Party, which a reasonable person would consider proprietary, confidential, or competitively sensitive ("Confidential Information"). Each Party agrees to take reasonable measures, at least as protective as those taken to protect its own confidential information, to prevent the disclosure of the other Party's Confidential Information to third parties. The obligations of the receiving Party regarding the Confidential Information of the disclosing Party shall not apply if such information: (a) was already known to the receiving Party at the time of disclosure; (b) was disclosed to the receiving Party by a third party without any confidentiality restrictions; (c) becomes generally available to the public through no fault of the receiving Party; or (d) was independently developed by the receiving Party without access to the disclosing Party's Confidential Information. The receiving Party shall only provide access to the disclosing Party's Confidential Information to its employees, consultants, affiliates, agents, and subcontractors who have a need to know such information in connection with the permitted use. The receiving Party may disclose Confidential Information if required by law or by an order of a court or similar judicial or administrative body, provided that it notifies the disclosing Party in advance to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title, and interest in and to Confidential Information shall remain the sole and exclusive property of the disclosing Party.

10. Limited Warranties

SecureAck Limited represents and warrants that, under normal authorized use, the Software shall substantially perform in accordance with its Documentation. As the Customer's sole and exclusive remedy and SecureAck Limited's sole liability for a breach of this warranty, SecureAck Limited shall make commercially reasonable efforts to repair the Software in accordance with the Service Level Agreement (SLA). This warranty does not apply if the failure of the Software results from or is attributable to: (i) repairs, maintenance, or modifications made by a party other than SecureAck Limited or its authorized contractors; (ii) accident, negligence, abuse, or misuse of the Software; (iii) use of the Software contrary to its Documentation; (iv) the Customer's failure to implement software updates provided by SecureAck Limited specifically to avoid such failure; or (v) the combination of the Software with unauthorized equipment or software. Except as explicitly stated in this Agreement, and to the extent permitted by applicable law, the Software, Services (including professional services), and their results are provided on an "as is" basis. SecureAck Limited does not warrant that: (i) the Software and/or Services will meet the Customer's requirements, or (ii) the Software will operate error-free. Except as set forth in Section 6.3 and this Section 11, SecureAck Limited expressly disclaims all express warranties and all implied warranties, including but not limited to merchantability, title, non-infringement, non-interference, and fitness for a particular purpose. SecureAck Limited is not responsible for any warranties and representations made by any Partner to the Customer, as those warranties and representations are the sole responsibility of the Partner.

11. Limitation of Liability

Except for damages resulting from any breach of confidentiality obligations or the Customer's misappropriation or violation of SecureAck Limited's intellectual property rights (including misuse of the license by the Customer), neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of revenue, reputation, profits, data, or data use. Without derogating from SecureAck Limited's indemnification obligation under Section 12 and except for damages resulting from SecureAck Limited's breach of confidentiality obligations under Section 10, SecureAck Limited's maximum liability for any damages arising out of or related to this Agreement, whether in contract or tort, or otherwise, shall not exceed, in the aggregate, the total amounts actually paid to SecureAck Limited by the Customer in the twelve (12) month period immediately preceding the event giving rise to such claim. This limitation of liability is cumulative and applies to all incidents.

12. Indemnification

SecureAck Limited agrees to defend, at its expense, any third-party action or suit brought against the Customer alleging that the Software, when used as permitted under this Agreement and the Order, infringes the intellectual property rights of a third party ("IP Infringement Claim"). SecureAck Limited will pay any damages awarded in a final judgment against the Customer that are attributable to such a claim, provided that: (i) the Customer promptly notifies SecureAck Limited in writing of such claim; and (ii) the Customer grants SecureAck Limited the sole authority to handle the defence or settlement of any such claim and provides SecureAck Limited with all reasonable information and assistance at SecureAck Limited's expense. SecureAck Limited is not bound by any settlement entered by the Customer without SecureAck Limited's prior written consent. If the Software becomes, or in SecureAck Limited's opinion is likely to become, the subject of an IP Infringement Claim, SecureAck Limited may, at its sole discretion: (a) procure for the Customer the right to continue using the Software; (b) replace or modify the Software to avoid the IP Infringement Claim; or (c) if options (a) and (b) are not achievable despite SecureAck Limited's reasonable efforts, terminate this Agreement and, if the Software was purchased directly from SecureAck Limited, provide a refund for any prepaid amount for the unused period of the license. SecureAck Limited is not responsible for IP Infringement Claims resulting from or based on: (i) modifications to the Software made by a party other than SecureAck Limited or its designee; (ii) the Customer's failure to implement software updates provided by SecureAck Limited specifically to avoid infringement; or (iii) the combination or use of the Software with unauthorized equipment, devices, or software not supplied by SecureAck Limited or not in accordance with the Documentation. This section sets forth SecureAck Limited's entire liability and the Customer's exclusive remedy for claims or alleged or actual infringement.

13. Term and Termination

This Agreement commences on the Effective Date and, unless terminated as provided herein, remains in full force and effect for the subscription term stated in the applicable Order Form or Partner Order Form (as the case may be) ("Initial Subscription Term"). If the Customer purchased the license directly from SecureAck Limited, this Agreement shall automatically renew for successive periods of equal length (each, a "Renewal Term"), unless terminated earlier as set forth herein or if either Party provides the other Party with at least thirty (30) days' prior notice of non-renewal. Each Renewal Term, together with the Initial Subscription Term, constitutes the "Subscription Term." The Customer may send a non-renewal notice to SecureAck Limited by sending a cancellation request to sales@secureack.com. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement, and such breach remains uncured fifteen (15) days after receiving written notice thereof. Upon termination or expiration of this Agreement: (i) the Software license granted to the Customer under this Agreement shall expire, and the Customer shall discontinue any further use and access of the Software; (ii) the Customer shall immediately delete and dispose of all copies of the Documentation in the Customer's or any representative's possession or control; and (iii) SecureAck Limited may delete all Customer Data without affecting any of SecureAck Limited's rights to the Analytics Information. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement to achieve the fundamental purposes of this Agreement (including but not limited to "Intellectual Property Rights," "Confidentiality," "Limitation of Liability," "Governing Law and Disputes," and "Miscellaneous") shall survive. The termination of this Agreement does not limit SecureAck Limited from pursuing any other remedies available under applicable law. If applicable, the Customer is responsible for downloading its Customer Data prior to the termination of this Agreement.

14. Governing Law and Disputes

14.1. This Agreement and the Order As well as any disputes between the Customer and SecureAck Limited in connection with this Agreement or the Order, shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws rules. The Customer agrees to submit to the personal and exclusive jurisdiction of courts located in London and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

14.2. Injunctive Relief. Notwithstanding anything to the contrary, SecureAck Limited may seek injunctive or other equitable relief necessary to prevent or restrain a breach of this Agreement or the Order Form in any jurisdiction.

15. Customer Reference

During the Subscription Term of this Agreement, SecureAck Limited may use the Customer's name and logo to identify the Customer as a customer of SecureAck Limited or user of the Software, on SecureAck Limited's website, marketing materials, or other communication channels. Upon the Customer's request, SecureAck Limited will remove such reference.

16. Miscellaneous

This Agreement, including any Order(s) and attached or referred exhibits, constitutes the complete agreement concerning the subject matter hereof and may only be amended by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver of that Party's subsequent enforcement of rights or actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all or substantially all of its assets, or a sale of all of its equity interests. This Agreement does not create a relationship of partnership, joint venture, employer-employee, agency, or franchisor-franchisee between the Parties. SecureAck Limited is not liable for any delay or failure to provide the Services resulting from circumstances or causes beyond its reasonable control. This Agreement may be executed in electronic counterparts, each of which, when executed and delivered, shall be deemed an original, and all counterparts together shall constitute one and the same agreement.