BeamSec End-User Licence Agreement

This end-user licence agreement (this “Agreement”) governs the licence and access of BeamSec software, subscriptions, and services provided by BeamSec LTD, and all affiliated products (“BeamSec”) unless you (or the business, government, or entity you represent) have executed a separate written agreement with BeamSec governing such software, subscriptions, and services. BeamSec is located at Britannia House, 11 Glenthorne Road, London, W6 0LH, United Kingdom.

Downloading, installing, accessing, or using BeamSec software, subscriptions, and/or services constitutes acceptance of this agreement. Without limiting the preceding, you acknowledge that your submission of an order for the software, and subscriptions constitutes an acceptance of this agreement and that all future orders for the same software, and subscriptions following your acceptance of this agreement will be governed by the terms of this agreement.
You must be at least 13 years old to use BeamSec Ltd and all affiliated products.
If you agree to this agreement on behalf of a business, government, or other entity, you represent and warrant that you have the power and authority to bind such business, government, or other entity to this agreement, and your agreement to these terms will be treated as the agreement of such business, government, or other entity. As used in this agreement, “customer” refers to the business, government, or other entity on whose behalf you have entered into this agreement.

If you are unwilling to agree to this agreement, or you do not have the right, power, and authority to act on behalf of and bind the customer, do not install, download, access, or otherwise use the software, and subscriptions.

If the customer receives the software, subscriptions, or services through a BeamSec authorised reseller, partner, or distributor (collectively, “authorised partner”), all fees and other procurement and delivery terms will be agreed upon between the customer and the authorised partner; however, the terms outlined in this agreement regarding customer’s use of the software, subscriptions, and services remain applicable. For clarification, the customer’s agreement with the authorised partner is between the customer and the authorised partner only and such agreement is not binding on BeamSec.

This End-User Licence Agreement (EULA) is a legal agreement between the user (licensee) and BeamSec Ltd (licensor), the creator of BeamSec, which encompasses all BeamSec Ltd products and affiliates.

I. DEFINITIONS.

“Authorised Users” means Customer-authorised employees, agents, or independent contractors with an assigned unique email address, who may (i) access the applicable Subscription or Software; and/or (ii) receive or send email messages concerning the applicable Subscription or

Software.
“We, “Us”, “Our” Refers to BeamSec Ltd and all affiliated products.
“Confidential Information” means any non-public, confidential, or proprietary information of a disclosing Party (“Discloser”) that should reasonably be understood by the receiving Party (“Recipient”) to be confidential because of (i) legends or other markings; (ii) the circumstances of disclosure; or (iii) the nature of the information, which may be disclosed either directly or indirectly, in writing, visual, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, products, software, product specifications and white papers) or other means. Confidential Information includes but is not limited to technology and technical information, promotional and marketing activities, inventions, finances and financial plans, customers, business and product plans, know-how, source code, data, algorithms, methods and processes, trade secrets, designs, techniques, analyses, models, strategies and objectives, and any third-party information that Discloser is otherwise obligated to keep confidential.
“Customer”, “You”, “Your” refers to the business, government, or other entity that accesses the software, subscriptions, and services provided by BeamSec.

“Customer Marks” means Customer’s name and logo, the names of any of Customer’s websites, other names of Customer’s business, enterprises or properties, product marks, trademarks, and any other registered intellectual property of Customer.
“Customer Data” means the information submitted or provided by Customer and its Authorised Users for use with the Software and Services.

“Documentation” means the applicable Software and Subscription user manuals provided by BeamSec to its customers (which may be in electronic format), as amended from time to time by BeamSec. Also refers to user manuals, guides, and online resources provided with the

Software to assist you in its use.
“Intellectual Property Rights” encompass a broad array of legal protections and claims. This includes, but is not limited to, copyrights (entailing the exclusive privilege to utilise, replicate, adapt, disseminate, publicly exhibit, and publicly perform the copyrighted material), trademark rights (covering trade names, trademarks, service marks, and trade dress), patent rights (involving the exclusive authority to manufacture, utilise, and vend patented inventions), and trade secrets. Additionally, it covers moral rights, rights of publicity, authors’ rights, rights in relation to contracts and licensing, as well as the accrued goodwill. These rights extend to all present and future renewals and expansions, irrespective of whether they originate under the laws of the United Kingdom, GDPR, and the processing of personal data within the European Union and the European Economic Area.

“Order” means (i) a quotation issued to Customer by BeamSec that is signed by both Parties or (ii) a written purchase order or similar ordering document, signed or submitted by Customer and accepted by BeamSec, under which Customer agrees to purchase Software and/or Services. It is agreed that all Orders for the Software and Services hereunder will incorporate the terms of this Agreement, whether expressly referenced or not, and will only be accepted subject to the terms of this Agreement. The terms and conditions of this Agreement will govern all Orders, and any additional or different terms in an Order are deemed void and of no effect, unless such additional or different terms are agreed upon by the Parties in writing. For clarity, acceptance by BeamSec of a Customer’s purchase order or similar ordering document will not be deemed an acceptance of any conflicting or additional terms and conditions.
“BeamSec IP” means all BeamSec proprietary materials, including without limitation, the Software, Subscriptions, BeamSec’s Confidential Information, threat intelligence and threat indicators, intelligence alerts and reports, and/or investigation tools, Aggregate Data, Documentation, BeamSec Rules, proprietary processes and methods, and any BeamSec templates and/or forms.
“Software and Services” means the licensed software and services subscriptions.
“Software Support Services” means the applicable support services provided with the Software, as described in the Exhibit attached to this Agreement.
“Professional Services” means professional consulting services or managed services rendered or performed by BeamSec, as described under an applicable Statement of Work or schedule for such Professional Services attached to this Agreement.
“Service(s)” means the Subscription Services, Professional Services, and Software Support Services.
“Statement of Work” or “SOW” means a written statement of work or addendum, mutually agreed-upon and signed by the Parties, describing Professional Services and incorporating this Agreement.
“Subscription Services” or “Subscription” means the subscription service provided by BeamSec, as described in the Exhibit attached to this Agreement.

II. PROVISION OF SOFTWARE AND SERVICES; CUSTOMER RESPONSIBILITIES.

A. Orders and SOWs. BeamSec will provide the Software and Services outlined in Orders or Statements of Work, as applicable, pursuant, and subject to this Agreement.

B. Evaluations. If BeamSec provides any Software or Subscriptions, along with any other related materials and documentation for Customer’s evaluation purposes (collectively, “Evaluation Products”), then BeamSec grants Customer a limited, non-transferable, non-assignable, non-sublicensable right to use the Evaluation Product listed in the applicable activation email sent by BeamSec to Customer, subject to the terms of this Agreement and any other limitations expressly outlined in the activation email. Customer may use the Evaluation Product for its internal evaluation purposes from the date in which Customer first installs, downloads, or accesses the Evaluation Product, until the expiration date outlined in the activation email or, if no expiration date is outlined in the activation email, for a period of up to fifteen (15) days from the date of installation, download or access of the Evaluation Product (the “Evaluation Period”). BeamSec may, at its sole discretion, provide reasonable maintenance and support for the Evaluation Products during the Evaluation Period. Evaluation Products are provided to Customer “AS-IS”, and to the extent permitted by applicable law, BeamSec disclaims all indemnities and warranties relating to the evaluation of the Evaluation Product, express or implied, including but not limited to any warranties against infringement of third-party rights, merchantability, and fitness for a particular purpose. Customer acknowledges that the Evaluation Product is BeamSec’s Intellectual Property. At the end of the Evaluation Period, all evaluation licences granted herein will automatically terminate and Customer will delete or return Evaluation Products in Customer’s possession and provide written certification of such destruction or return in writing to BeamSec. If applicable, Customer understands that BeamSec may disable access to the Evaluation Products automatically at the end of the Evaluation Period, without notice to Customer. This Section will take precedence over any contradictory language in this Agreement as it relates to an Evaluation Product.

C. Customer Responsibilities. Customer (i) is responsible for the use of the Software and Services by Customer and its Authorised Users in compliance with this Agreement, including any applicable exhibits, addenda, Documentation, and applicable laws and government regulations; (ii) is responsible for the accuracy, quality, and legality of Customer Data, including the lawful use and transmission of Customer Data provided by Customer and its Authorised Users in connection with the Software and Services; (iii) will obtain all rights, permissions or consents from Authorised Users and other Customer personnel that are necessary to grant the rights and licenses in this Agreement; and (iv) will use commercially reasonable efforts to prevent unauthorised access to or use of BeamSec IP, Software and Subscriptions, and will notify BeamSec promptly of such unauthorised use.

D. Acceptable Use of Our Products. You must not use our Software to do any of the following things:
(i) break the law or encourage any illegal activity, (ii) send, or upload, anything that is (or may be considered to be) offensive, discriminatory, defamatory, or obscene, (iii) infringe our, or anyone else’s intellectual property rights, (iv) transmit any harmful software code, e.g. viruses, (v) try to gain any unauthorised access to any computers, data, systems, networks, or accounts, and (vi) deliberately disrupt the operation of anyone’s websites, software, business, server or application.

E. The Licence. We licence you to install and use the Software provided that you agree to all terms set out in this Agreement. The licence is only for you personally. You are authorised to install and use this product, subject to your acceptance of all terms in this Agreement. The licence becomes effective when you indicate your agreement to be bound by these terms. The licence is granted to you for the agreed number of years, or months until terminated in accordance with this Agreement. You are not allowed to: (i) modify or alter the Software’s code in any way, including inserting any new code, either directly, or through the use of a different software, (ii) deliberately attempt to void or manipulate with any security features included in the Software, (iii) pretend or allude to the idea that the Software is your own, or to make it available for others to download/use in whatever form this may be, this also includes copying the code used in the Software and creating your own version.

F. Privacy and your Personal Information. At BeamSec we value protecting your personal information highly. Our most up-to-date Privacy Notice can be found on our website. This Privacy Notice explains what information we may collect from you, why we collect this information, and how we collect this information. It also explains how we may use, share, and store this information. Our Privacy Notice sets out how to contact us, or any relevant supervisory authorities, regarding the collection, storage, and use of your personal information.
Please read the information set out in our Privacy Notice carefully, as it is important.

III. TERM AND TERMINATION.

A. Term.
1. Software Licence and Support. Each Software will be licensed for the period stated on the applicable Order or, if no period for the Software Licence is specified in the Order, for one (1) year from the date the Software was delivered to Customer (“Initial Software License Term”). Unless otherwise stated on the Order, the Software License will automatically renew after its Initial Software License Term for additional periods of one (1) year each (each, a “Renewal Software License Term” and together with the Initial Software License Term, the “Software License Term”), unless either Party notifies the other of its intention not to renew the Software License at least sixty (60) days before the expiration of the then-current Software License Term. If Customer is licensing the Software on a term basis, BeamSec will provide Software Support Services at no additional charge, for the duration of the Software License Term and such Software Support Services will be coterminous with the Software License Term. If Customer is licensing Software on a perpetual basis, Customer’s licence to the Software is contingent on Customer purchasing Software Support Services for the duration of the perpetual licence subject to BeamSec’s End of Life Policy as outlined in the BeamSec Community portal. If BeamSec no longer supports such Software under its End-of-Life Policy, Customers may continue to use the Software without Software Support Services. Except under the foregoing sentence, if Customer ceases to purchase Software Support Services at any time during the term of the perpetual licence, the perpetual licence will terminate.

2. Subscriptions. The term of each Subscription is specified in the applicable Order or, if no period for the applicable Subscription is specified, for one (1) year from the date in which access to the Subscription was made available to Customer (“Initial Subscription Term”). Unless otherwise stated on the Order, the Subscription will automatically renew after its Initial Subscription Term for additional periods of one (1) year each (each, a “Renewal Subscription Term” and together with the Initial Subscription Term, the “Subscription Term”), unless either Party notifies the other of its intention not to renew the Subscription at least sixty (60) days before the expiration of the then-current Subscription Term.

3. Professional Services. The term of performance for Professional Services begins on the date stated in the applicable SOW or Order or as otherwise mutually agreed in writing between the Parties and will remain in effect for the term stated in the applicable SOW or Order. If no term for Professional Services is outlined in the applicable SOW or Order, then (i) concerning an SOW, the Professional Services will start on the effective date of the SOW and will continue until complete unless otherwise terminated as set forth herein, and (ii) concerning an Order, Professional Services will start on a mutually agreed upon date, and continue until complete, unless otherwise terminated as set forth herein.

B. Termination for Material Breach; Suspension. A Party may terminate this Agreement or one or more of the Orders and Statements of Work hereunder, if the other Party commits a material breach, and fails to remedy such breach within thirty (30) days of being notified by the non-breaching Party of such breach (“Cure Period”). Notwithstanding the foregoing, Customer acknowledges and agrees that BeamSec may, in its sole and absolute discretion, immediately terminate this Agreement, or affected SOW or Order, or suspend Customer’s access to any Services in connection with any actual, alleged, or suspected: (i) breach of confidentiality obligations and licence or use restrictions outlined in this Agreement and applicable exhibit, (ii) direct or indirect technical or security issues or problems caused by or relating to Customer, or (iii) violations of applicable law and, in BeamSec’s determination, such violation cannot be adequately cured within the Cure Period. If BeamSec terminates this Agreement or any Order or Statement of Work due to Customer’s material breach, BeamSec will not refund any amounts to Customer. If the Customer terminates a Software Licence or Service due to a material breach by BeamSec, the Customer is entitled to a refund for the remainder of the current term for the affected Software or Service. However, no refund will be issued if the Customer is also in breach of the Agreement at the time of such termination. In cases where the Customer terminates a Software Licence or Service for reasons other than BeamSec’s material breach, the Customer is not eligible for any refund or credit for Fees already paid or owed to BeamSec. Furthermore, in such circumstances, any outstanding Fees for Software Licences and Services under any applicable Statement of Work or Order will become immediately due and payable.
C. Effect of Termination. Upon termination of an applicable SOW or Order for any reason, all access rights and licences granted herein concerning the affected Order or SOW will immediately terminate. Termination or expiration of any Order or SOW will not be deemed a termination or expiration of any other Orders or SOWs in effect as of the date of termination or expiration, and this Agreement will continue to govern and be effective as to those outstanding Orders and SOWs until those Orders and SOWs have expired or terminated by their terms or as set forth herein. Within ten (10) business days of the termination of an applicable SOW or Order, each Party will return or delete all copies of the other Party’s intellectual property in its possession or control.

Upon termination of this Agreement, Customer agrees to cease all use of our Software, and delete all copies of any BeamSec Ltd products from any devices.

D. Survival. The provisions of Section IV (Fees, Taxes and Expenses), Section V (Confidentiality and Data Privacy), Section VI (Intellectual Property), Section VII (Warranties and Disclaimers), Section IX (Limitation of Liability), Section XI (Miscellaneous), and all accrued payment obligations, will survive the termination of this Agreement and the termination of all Orders and SOWs.

IV. FEES, TAXES AND EXPENSES.

A. Customer will pay the fees for the Software and Services outlined in the applicable Order or Statement of Work (“Fees”). All Fees are non-cancellable and non-refundable. All Fees will be fully invoiced in advance unless otherwise agreed by the Parties in writing. Fees are exclusive of all tariffs, duties, or taxes imposed or levied by any government or governmental agency, including without limitation, local sales, use, value-added, or other similar taxes (collectively, “Taxes”) and Customer is responsible for paying all Taxes applicable to the Software and Services provided by BeamSec to Customer. Customer will reimburse BeamSec for any expenses incurred by BeamSec so long as such expenses are directly attributable to the Software and Services provided to Customer.

B. Customer agrees to pay, in full, any undisputed invoice submitted by BeamSec within thirty (30) days of receipt of such invoice. If Customer fails to make any payment when due, then interest at a rate of one and one-half percent (1.5%) per month will accrue on such unpaid, undisputed amounts, calculated from the date the payment was originally due. If Customer disputes any invoice, it will promptly notify BeamSec of the disputed amount, but in no event later than the date payment is due, with an explanation of the reasons, therefore.

V. CONFIDENTIALITY AND DATA PRIVACY.

A. Recipient will: (i) not use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the Parties and/or to fulfil its obligations under this Agreement; (ii) use at least the same degree of care as Recipient uses to protect its own confidential information from unauthorised use, access or disclosure, but in no event less than a reasonable degree of care; (iii) limit disclosure of Confidential Information to those persons within Recipient’s organisation who have a need to know and who have previously agreed in writing, prior to the receipt of Confidential Information, to be bound by confidentiality obligations similar to those set forth in this Agreement; (iv) not disclose any Confidential Information to third parties without Discloser’s prior written consent; (v) not copy, reverse engineer, disassemble, create any works from, or decompile any prototypes, software or other tangible objects which embody Discloser’s Confidential Information; and (vi) comply with, and obtain any necessary permissions under, all relevant export control laws and regulations as stipulated by the United Kingdom. Any reproduction of Confidential Information requires the Discloser’s prior written consent and will remain the property of the Disclosure. Any reproductions will contain any notices of confidentiality contained in the original Confidential Information.

B. The foregoing confidentiality obligations will not apply to information that Recipient can demonstrate: (i) is publicly known and made generally available through no improper action or inaction of Recipient; (ii) was already in the possession of, or known by Recipient before the time of disclosure by Discloser through no fault or breach of this Agreement by Recipient; (iii) was rightfully obtained by, or disclosed to, Recipient from a third party without any obligation to maintain the Confidential Information as proprietary or confidential, or (iv) is independently developed by Recipient without the use of or reference to Discloser’s Confidential Information. Recipient may disclose Confidential Information to the extent such disclosure is required to comply with applicable law or a valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that Recipient (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies Discloser as soon as practicable of any such requirement to the extent such provision of prior notice is permitted by applicable law; and (c) that subject to such disclosure, such disclosed materials will in all respects remain subject to the restrictions outlined in this Agreement.

C. Within ten (10) business days of the termination of this Agreement or upon Disclosure’s written request, Recipient will promptly, at Recipient’s election, destroy or return all of Discloser’s Confidential Information in Recipient’s possession or the possession of any representative of Recipient; provided, however, that Recipient will not, in connection with the foregoing obligations, be required to delete Confidential Information held electronically in archive or back-up systems, and such Confidential Information will in all respects remain subject to the restrictions outlined in this Agreement. Upon Discloser’s written request, Recipient will provide a certification, signed by an officer of Recipient, as to the destruction or return of Discloser’s Confidential Information.

D. Discloser retains all right, title and interest to its Confidential Information. Recipient acknowledges that the disclosure of Confidential Information may cause irreparable injury to Discloser. Discloser will, therefore, be entitled to seek injunctive relief upon a disclosure or threatened disclosure of any Confidential Information, without a requirement that Discloser prove irreparable harm and without the posting of a bond. This provision will not in any way limit such other remedies as may be available to Discloser at law or in equity. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE.

E. If the use of the Software and Subscriptions includes the processing of personal data (as described in applicable data privacy laws) when performing its obligations under this Agreement, the following will apply:

1. Customer will ensure that: (i) Customer is entitled to transfer the relevant personal data to BeamSec so that BeamSec may lawfully use, process, and transfer the personal data on Customer’s behalf and by this Agreement; and (ii) the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws.

2. BeamSec will: (i) process personal data in compliance with and subject to this Agreement and any lawful and reasonable instructions received from Customer; (ii) not use or process or permit any BeamSec subcontractors to use or process, any personal data except to the extent necessary to perform its obligations under this Agreement; (iii) implement and maintain adequate and reasonable technical and organisational safeguards designed to protect against the unauthorised or accidental access, loss, alteration, disclosure or destruction of personal data in BeamSec’s possession or control; (iv) ensure that it has appropriate procedures in place designed to comply with applicable data protection laws and will take all reasonable steps to ensure that persons employed by it, and other persons engaged at its place of work, are aware of and comply with applicable data privacy laws and regulations.

3. BeamSec will not sell, process, retain, disclose, or use (i) for a commercial purpose or (ii) outside of the direct business relationship between BeamSec and Customer, any Customer Data that, under the General Data Protection Regulation (“GDPR”) constitutes “personal information” (“Personal Information”), except to provide the Software and Services or as permitted by GDPR. Notwithstanding anything in this Agreement, Order, or Statement of Work, the Parties acknowledge and agree that BeamSec’s access to Personal Information or any other Customer Data does not constitute part of the consideration exchanged by the Parties in respect of this Agreement.

VI. INTELLECTUAL PROPERTY.

A. Intellectual Property of BeamSec; Restrictions. All Intellectual Property Rights in the BeamSec IP belong exclusively to BeamSec or its licensors. Customer acknowledges and agrees that it will not (and will not allow any third party), in whole or in part, to directly or indirectly: (i) disassemble, decompile, reverse compile, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any BeamSec IP (except to the limited extent that applicable law prohibits reverse engineering restrictions solely for interoperability purposes), (ii) sell, resell, distribute, sublicense or otherwise transfer, the BeamSec IP, or make the functionality of the BeamSec IP available to any other party through any means (unless BeamSec has provided prior written consent), or (iii) reproduce, alter, modify or create derivatives of the BeamSec IP (unless as expressly permitted in this Agreement). Customers will maintain the copyright notice and any other notices that appear on BeamSec IP, including any interfaces related to the Software or Subscriptions.

B. Aggregate Data; Feedback. Notwithstanding the foregoing, BeamSec owns all Intellectual Property Rights in and to Aggregate Data and may use, reproduce, sell, publicise, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to Customer Data that is de-identified (stripped of any information used to identify Customer, including personal data). Aggregate Data will also include statistical information related to the use and performance of Software and Services, provided that such statistical information is de-identified. Customer grants to BeamSec a worldwide, perpetual, irrevocable, royalty-free, fully paid-up licence to use and exploit any suggestion, enhancement request, recommendation, correction, or other feedback (“Feedback”) provided by Customer or its Authorised users relating to the Software and Services. Feedback will not include Confidential Information.

C. BeamSec Templates and Formats. Customer acknowledges that for applicable Software and Services, BeamSec may provide certain BeamSec templates and formats to Customer, and Customer will have a non-exclusive, non-transferable, non-sublicensable right to use, modify, display, and reproduce such templates and formats for Customer’s internal use with the applicable Software or Service, subject to the restrictions outlined in this Agreement. To the extent that any such modified templates and/or formats do not embody or otherwise include Customer’s Confidential Information and Customer Marks, BeamSec owns and holds all rights, title, and interest in and to such templates and/or formats.

D. Intellectual Property of Customer; Restrictions. BeamSec acknowledges that Customer owns all rights, title, and interest in and to Customer Marks and Customer Data (excluding Aggregate Data). Customer grants to BeamSec the worldwide right to use, access, host, copy, transmit, and display Customer Marks and Customer Data, as reasonably necessary for BeamSec to perform its obligations by this Agreement. BeamSec may disclose Customer Data to its third-party contractors and service providers (including cloud service providers) to the extent necessary to provide the applicable Software and Services under this Agreement; provided that such third-party contractors and service providers are bound by confidentiality obligations similar to the provisions of this Agreement. BeamSec expressly disclaims any Customer Data which Customer has generated for use with an applicable Subscription or Software, and Customer agrees to indemnify, hold harmless, and, at BeamSec’s option, to defend BeamSec, its officers, directors, employees, contractors and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) incurred as a result of any alleged or actual violations of any third party rights arising out of the Customer Data.

VII. WARRANTIES AND DISCLAIMERS.

A. Software Warranty. BeamSec represents and warrants that, during the “Software License Term” following delivery of the Software to Customer (“Software Warranty Period”), the Software will perform materially as described in the applicable Documentation. Customer must promptly notify BeamSec of any breach of this warranty, but in any event no later than the expiration of the Software Warranty Period. The warranty outlined in this Section will not apply if the Software (i) has been modified or altered by any party other than BeamSec or BeamSec’s duly authorised representatives; (ii) has not been installed, operated, repaired, or maintained by instructions supplied by BeamSec; or (iii) has been subjected to abnormal stress, misuse, negligence, or accident. In the event of a breach of the warranty in this Section, BeamSec will at its sole option, either repair the Software or replace the Software with software of substantially similar functionality. The foregoing states Customer’s sole remedy and BeamSec’s entire liability for breach of warranty in this Section.

B. Professional Services and Software Support Services Warranty. BeamSec warrants to Customer that Professional Services and Software Support Services will be performed professionally by industry standards for like services. Customer must promptly notify BeamSec of any breach of this warranty, but in any event no later than thirty (30) days following the date the Professional Services or Software Support Services were performed. For any breach of BeamSec’s warranty obligations outlined in this Section, BeamSec will promptly correct or re-perform the applicable Professional Services or Software Support Services, at BeamSec’s expense. The foregoing states Customer’s sole remedy and BeamSec’s entire liability for breach of warranty in this Section.

C. Subscription Services Warranty. BeamSec warrants to Customer that during the applicable Subscription Term, the Subscription will be performed materially by the applicable Documentation, and in a professional manner with reasonable skill and care. Customer must promptly notify BeamSec of any breach of this warranty, but in any event no later than thirty (30) days following the date this warranty was allegedly breached. The warranty outlined in this Section will not apply if (i) Customer has used the Subscription contrary to BeamSec’s instructions as may be outlined in the applicable exhibit or Documentation, or (ii) the Subscription has been modified or altered by any party other than BeamSec or BeamSec’s duly authorised representatives. For any breach of BeamSec’s warranty obligations set forth in this Section, BeamSec will promptly correct the non-conformity, at BeamSec’s expense. The preceding sentence states Customer’s sole remedy and BeamSec’s entire liability for breach of warranty in this Section.

D. DISCLAIMERS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SOFTWARE, SUBSCRIPTIONS, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER AND BEAMSEC EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. BEAMSEC ALSO MAKES NO WARRANTY REGARDING NON-INTERRUPTION OF USE OR FREEDOM FROM BUGS AND MAKES NO WARRANTY THAT SOFTWARE, SERVICES, OR SUBSCRIPTIONS WILL BE ERROR-FREE. BEAMSEC DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USING THE SOFTWARE, SERVICES AND SUBSCRIPTIONS.

VIII. INDEMNIFICATION.

A. BeamSec agrees to indemnify, defend, and hold Customer, its employees, and agents harmless from any claims and/or demands, including reasonable legal fees, arising out of or in connection with a claim that the BeamSec IP, Software, or Subscription, infringes a valid third-party intellectual property right. If the BeamSec IP, Software or Subscription, or parts thereof, become, or in BeamSec’s opinion may become, the subject of an infringement claim, BeamSec may, at its option: (i) modify or replace such BeamSec IP, Software or Subscription with a non-infringing, functional equivalent; (ii) obtain for Customer all necessary licences and permissions to continue using the BeamSec IP, Software or Subscription; or (iii) require that Customer cease to use the BeamSec IP, Software or Subscription and (a) with respect to Subscriptions and term Software Licences, refund any pre-paid Fees for the unused remainder of the Software License Term or Subscription Term; (b) with respect to perpetual Software Licences, refund the Fees paid for the Software License, less allowance for amortisation over a three (3) year period, straight-line method and refund any pre-paid Fees for the unused remainder of the Software Support Term; and (c) with respect to Professional Services, refund any pre-paid Fees for Professional Services that have not been delivered. This Section states BeamSec’s entire liability and Customer’s exclusive remedy for claims based on infringement of any third party’s intellectual property rights.

B. BeamSec will have no indemnification obligations concerning any action arising out of (i) the use of any BeamSec IP, Software or Subscription, or any part thereof, in combination with other software or products not authorised by BeamSec; (ii) any modification of the BeamSec IP, Software or Subscription not performed or expressly authorised by BeamSec; (iii) Customer’s failure to substantially comply with BeamSec’s reasonable written instructions which if implemented would have rendered the BeamSec IP, Software or Subscription non-infringing, provided that a sufficient period is given to Customer to implement such written instructions; or (iv) the use of the BeamSec IP, Software or Services other than by this Agreement and applicable Documentation.

C. Customer agrees to indemnify, defend, and hold BeamSec, its employees, and agents harmless from any claims and/or demands, including reasonable legal ’ fees, made by any third party arising out of or related to Customer’s alleged or actual use or misuse of the BeamSec IP, Software and Subscriptions, including without limitation: (a) claims related to the unauthorised disclosure or exposure of personal data or other private information by Customer; (b) claims that the Customer Data infringes a third party right; (c) claims that use of a Subscription by Customer, including by Customer’s Authorised Users, harasses, defames, or defrauds a third party; or (d) claims arising from Customer’s use of the Software and Services in violation of this Agreement.

D. Each Party which seeks indemnification (the “Indemnified Party”) will (i) notify the other Party (the “Indemnifying Party”) promptly after receiving notice of any threat or claim in writing of such actions set forth above, provided that if the Indemnified Party fails to notify the Indemnifying Party promptly of any threat or claim, the Indemnifying Party will be relieved of its obligation to indemnify the Indemnified Party to the extent the Indemnifying Party is prejudiced by the delay in notice; (ii) grant the Indemnifying Party sole control of the defence and any related settlement negotiations; provided no settlement may be agreed to without the Indemnified Party’s consent (which consent will not be unreasonably withheld); and (iii) reasonably cooperate, at the Indemnifying Party’s expense, with the Indemnifying Party in defense of such claim.

IX. LIMITATION OF LIABILITY.

A. Exclusion of Consequential and Related Damages. EXCEPT FOR LIABILITY ARISING UNDER A BREACH OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, THE INDEMNIFICATION OBLIGATIONS OUTLINED IN SECTION VIII, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST SAVINGS, HOWEVER, CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

B. Limitation of Monetary Damages. EXCEPT FOR LIABILITY ARISING UNDER A BREACH OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, PAYMENT OBLIGATIONS OF CUSTOMER, THE INDEMNIFICATION OBLIGATIONS OUTLINED IN SECTION VIII, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR ANY ORDER OR STATEMENT OF WORK, A PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNTS RECEIVED BY BEAMSEC FOR THE RELEVANT SOFTWARE, SUBSCRIPTIONS OR SERVICES DURING THE SIX (6) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

C. Applicability. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY ONLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND NOTHING HEREIN PURPORTS TO LIMIT EITHER PARTY’S LIABILITY IN A MANNER THAT WOULD BE UNENFORCEABLE OR VOID AS AGAINST PUBLIC POLICY IN THE APPLICABLE JURISDICTION.

X. NOTICES.

All notices in connection with this Agreement will be in writing and will be deemed effective (i) upon receipt when delivered digitally, personally, or by courier, overnight delivery service, or confirmed facsimile, or (ii) five (5) business days after having been sent by registered or certified mail or the local equivalent, as evidenced by the postmark. Notices will be addressed to the applicable address as listed in the Order or as subsequently modified by written notice.

XI. MISCELLANEOUS.

A. Governing Law. This End User Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with this EULA, including any questions regarding its existence, validity, or termination, shall be exclusively resolved by the courts of England and Wales, to whose jurisdiction the parties hereby irrevocably submit. If any provision of this EULA is found to be unenforceable or invalid under any applicable law, such provision shall be severed from the EULA, and the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

B. Anti-Corruption and Anti-Bribery. Each Party acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“the FCPA”) and the U.K. Bribery Act of 2010 (“UKBA”) and agrees not to violate or knowingly let anyone violate the FCPA or UKBA. Customer agrees that no payment it makes will constitute a bribe, influence payment, kickback, rebate, or other payment that violates the FCPA, the UKBA, or any other applicable anti-corruption or anti-bribery laws.

C. Changes to this Agreement. We may need to revise this Agreement from time to time to reflect any changes in the Software’s functionality, to deal with any security threats, or to reflect any changes in the law. You will be asked to agree to any material changes in advance, usually when you undergo scheduled maintenance. If you do not accept these changes, you will be unable to use our Software and you can contact us to terminate your subscription with BeamSec.

D. Assignability. Any assignment of this Agreement, SOW, Order, or addenda by either Party to another party, including any transfer by operation of law or otherwise, without the other Party’s prior written consent (which consent will not be unreasonably withheld) will be null and void; provided, however, that each Party may assign this Agreement, SOW, Order or addenda in whole or in part, without consent, to an affiliate or in connection with any merger, asset purchase or sale, stock purchase or sale or similar change of control transaction. BeamSec may use subcontractors in the performance of its obligations. BeamSec will disclose subcontractors having access to Customer Data upon Customer’s written request.

E. Force Majeure. With the exception of Customer’s obligation to make payments due and payable to BeamSec, neither BeamSec nor Customer will be considered to be in breach or default of this Agreement as a result of its delay or failure to perform its obligations herein when such delay or failure arises out of causes beyond the reasonable control of the Party whose performance has been affected.

Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike (excluding strikes by the personnel of the party claiming excuse of performance), fire, flood, war, terrorism, governmental acts or orders or restrictions, failure of suppliers, utility outages or shortages or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing Party.

F. Legal Fees. In the event of a contractual dispute arising out of or relating to payment obligations of a party, the party prevailing in such dispute will be entitled to collect from the other party all costs of collection in such dispute, including reasonable legal fees.

G. No Third-Party Beneficiaries. Nothing in this Agreement will benefit or create any right or cause of action on or on behalf of any person or entity other than Customer and BeamSec.

H. Waiver and Severability. The failure of a Party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

EXHIBIT

In addition to the terms of the Agreement, the following terms apply to BeamSec Software and services, including but not limited to PhishPro, PhishTrace, SEMS, Academy, and Emcrpt.
For the duration of the applicable Subscription Term outlined in the applicable Order and by the terms of this Agreement, BeamSec grants to Customer a non-exclusive, non-transferable, non-assignable right to access BeamSec software and services, including the applicable Documentation and all associated BeamSec IP, for Customer’s internal use only. Customer acknowledges that BeamSec has no delivery obligation and will not ship copies of the software as part of BeamSec software and services.

Customer is responsible for its Authorised Users’ compliance with the Agreement, this Exhibit, and the BeamSec Software and services Acceptable Use Policy Addendum attached hereto.
Customer acknowledges and agrees that the maximum number of Authorised Users will not exceed the number of Authorised Users outlined in the applicable Order. At the beginning of the Subscription Term, Customer will designate and allocate the Authorised Users and will not reassign or replace such Authorised Users (except for those designated by Customer to act as administrators) before the expiration of the Subscription Term. Customers may add additional Authorised Users during the Subscription Term, at the same pricing as outlined in the applicable Order, pro-rated for the portion of the Subscription Term remaining at the time. Customers will provide BeamSec with a primary contact person who will approve requests for new administrators. Notwithstanding anything in the Agreement to the contrary, any breach by Customer and its Authorised Users of this Section will result in the immediate suspension or termination of Customer and its Authorised Users’ access to BeamSec software and services.

Customer may only designate Authorised User’s email addresses with Internet domain names that Customer owns or is authorised by the Internet domain name owner to use for the purposes contemplated herein.
If Customer creates their customised simulations using BeamSec software and services as an interactive computer service, Customer and its Authorised Users may not:
Disseminate material that is abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
Disseminate materials that would constitute an infringement upon the patents, copyrights, trademarks, trade secrets or other intellectual property rights of others;
Disseminate materials that would constitute impersonation of any governmental agency;
Use BeamSec Software and services for any illegal purpose, or in violation of any laws;
Remove any disclaimers from any BeamSec IP or materials;
Use third-party logos without prominent disclaimers of trademark ownership, relationship, and/or affiliation;
Disseminate materials that would give rise to liability under the Computer Fraud and Abuse Act;
Use BeamSec Software and services to commit fraud or engage in other misleading or deceptive activities;
Upload to, or transmit from BeamSec Software and services any viruses, worms, defects, Trojan horses, time-bombs, malware, spyware, or any other computer code of a destructive or interruptive nature;
Share BeamSec Software and services and any associated BeamSec IP and BeamSec Confidential Information with any third parties, except as expressly authorised in advance by BeamSec in writing;
Use BeamSec Software and services and BeamSec IP in any way to provide services to any third party;
Disassemble, decompile, reverse compile, reverse engineer, or attempt to discover any source code or underlying ideas or algorithms of BeamSec Software and services and any BeamSec IP (except to the limited extent that applicable law prohibits reverse engineering restrictions solely for interoperability purposes);
Sell, resell, distribute, sublicense, or otherwise transfer, BeamSec Software and services and any BeamSec IP, or make the functionality of BeamSec Software and services available to any other party through any means (unless BeamSec has provided prior written consent); and
Reproduce, alter, modify, or create derivatives of the BeamSec IP (unless expressly permitted in this Agreement).

Authorised Users must comply with any Intellectual Property Rights asserted in any BeamSec IP provided to Customer to use with BeamSec software and services. Authorised Users will maintain and not remove or obscure any proprietary notices on BeamSec IP.
Open-Source Software. During the on-prem installation, Customer may include, link to, or use certain third-party software components made generally available under free and open-source software licenses (“Open-Source Components”). Open-Source Components are owned by their respective third-party copyright holders and made available under the applicable free or open-source software licence. BeamSec makes no representations or warranties and accepts no liability concerning the Open-Source Software Components.

Remedies. Violation of this Policy may result in civil or criminal liability, and BeamSec may, in addition to any other remedy that BeamSec may have at law or in equity, terminate any permission for Customer and any Authorised User to access BeamSec software and services or immediately remove the offending material. In addition, BeamSec may investigate incidents that are contrary to this Policy.

Any observations regarding the circumvention of end-point protections are based on observations at a point in time based on a specific set of system configurations. Subsequent updates or different configurations may be effective at stopping these or similar threats. All third-party trademarks referenced by BeamSec whether in logo form, name form, product form, or otherwise, remain the property of their respective holders, and use of these trademarks in no way indicates any relationship between BeamSec and the holders of the trademarks.
Scheduled Maintenance. Scheduled maintenance is used for major upgrades to BeamSec applications, servers, or networks. Scheduled maintenance time slots are reserved in advance and a customer announcement message is presented to Customer in BeamSec Software. BeamSec will provide Customer notification of bug fixes, maintenance patches, and new releases which may contain minor enhancements to the features or functions of the Software (“Updates”). Unless otherwise set forth elsewhere in the Agreement, Customers may obtain Updates from BeamSec’s server via the Internet. BeamSec reserves the right to impose additional charges for releases of Software (i) that provide major enhancements to the features or functions of the Software, as determined by BeamSec at its sole discretion; or (ii) that provide additional features or perform additional functions not provided or performed by the

Software.
Support Hours: Inquiries concerning basic feature inquiries, troubleshooting, installation and configuration support) is available 9 AM to 5:00 PM (Monday-Friday) GMT.
The support hours are subject to holiday hours and closures. The support hours may be reasonably updated at any time by BeamSec, with thirty (30) days advanced notice to

Customer.
Normal priority requests received outside of support hours are placed in a support queue for processing by BeamSec Engineers during standard support hours.

BeamSec reserves the right to update and modify this Policy at any time from time to time. Continued use of BeamSec Software and services by Customer and its Authorised Users after such update or modification will indicate Customer’s acceptance of the updates and/or modifications to this Policy.

CUSTOMER COOPERATION. Customer agrees to reasonably cooperate with BeamSec to fulfill the terms of this Agreement, including without limitation: (a) To notify BeamSec promptly following the discovery of any Error. Further, upon discovery of an Error or malfunction, if requested by BeamSec, submit to BeamSec such information as needed (in the case of Software, such may include a listing of output) and any other data that BeamSec may reasonably require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered. (b) To install or cause to have installed, if requested by BeamSec, a network connection that will be made available to BeamSec for the purpose of resolving problems, reviewing Customer use of Software, implementing Error Corrections and Updates, or for any other reasonable access. (c) To notify BeamSec of any additional hardware or software not purchased from BeamSec that may be used in any manner whatsoever in conjunction with the Licensed Products. Notification does not, however, constitute acceptance or approval by BeamSec of such additional hardware or software. (d) To comply with all obligations and requirements set forth in this agreement.