End User Software License Agreement

This End User Software License Agreement (the "EULA") is a legal agreement between you, either as an individual or as an entity ("User", "You" or "Your") and Proxidize Ltd. (hereinafter referred to as "Proxidize", "We" or "Us"), a company organized under England & Wales Law, the manufacturer/supplier of your Proxidize hardware along with required components server and software (the "PROXIDIZE HARDWARE/SERVER/SOFTWARE").

Please read this EULA carefully before installing or using the software distributed together with this EULA (the "PROXIDIZE SOFTWARE"). By installing or using the PROXIDIZE SOFTWARE, you agree to be bound by the terms of this EULA. You shall use the PROXIDIZE SOFTWARE only in connection with the use of the PROXIDIZE HARDWARE. The PROXIDIZE SOFTWARE is licensed; not sold.

YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT SET OUT BELOW BY USING OUR SOFTWARE ON THE PROXIDIZE HARDWARE/BYOD HARDWARE. BY CLICKING THE "AGREE" BUTTON OR CHECKBOX, OR BY CONTINUING TO USE THE SOFTWARE AFTER BEING NOTIFIED OF THIS EULA YOU CONFIRM THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT YOU WILL NOT BE ABLE TO USE PROXIDIZE'S SOFTWARE.

• Agreement – this End User Software License Agreement, including any modifications done to it from time to time.
• Documentation – the quick start guide, documents and user manual relating to the use of Proxidize Hardware, including the Software.
• Effective Date – the date on which you agree to the terms and conditions of this Agreement by clicking the "Agree" button or by continuing to use the Software after being notified of this EULA.
• Intellectual Property Rights – all intellectual property rights anywhere in the world, whether registered or unregistered, including any applications or right of application for them (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, software, code, unfair competition rights, patents, rights in designs and any similar rights in any part of the world).
• Proxidize Hardware – the Proxidize Modem Kits, including the firmware, and any related components, on which the Software and Third Party Software are supplied to the User.
• BYOD Hardware – the hardware You buy or procure and is not created, certified or assembled by Proxidize.
• Returns Policy – the Proxidize returns and refund policy set out on the Website at www.Proxidize.com.
• Software – the software developed, owned, and used by Proxidize Ltd. in any of its controlling services (proxies/servers/API) and other services mentioned in Proxidize Plans (Essential, Plus, Business, Enterprise, Professional, Enterprise, Professional Legacy, Enterprise Legacy and others) provided to you.
• Third-Party Software – any software owned or developed by third-party licensors, including open source software, which the Proxidize Hardware and Software may use.
• Updates – any updates, upgrades, or additional code made available by Proxidize in connection with the Software from time to time.
• User Location – the location where you install or intend to install the Proxidize Software installed on the Proxidize Hardware.
• Website – the website operated by Proxidize at www.Proxidize.com and other related mobile applications available from time to time.

• By clicking the "Agree" button as part of the setup process for the Proxidize Hardware/Software or by continuing to use the software after being notified of this EULA, you acknowledge that you have read and understood this Agreement and agree that this Agreement will be binding on you and any person you authorize to use the Proxidize Software on the Proxidize Hardware.
• If you do not agree to the terms of this Agreement, we will not license the Software and Documentation to you and you will not be able to use the Proxidize Software.
• If you do not wish to agree to be bound by this Agreement you should return the Proxidize Hardware and Software in accordance with the returns & refund policy posted on our Website at www.Proxidize.com.
• You acknowledge that it is your responsibility to make any person you allow to use the Proxidize Software aware of the terms of this Agreement and to ensure that they comply with its terms.
• Where any person "accepts" this Agreement on your behalf when first using the Proxidize Software that person will be treated as having done this on your behalf.
• The Proxidize Software is intended for your non-commercial use. You must not use the Software for commercial purposes without obtaining our written permission to do so.
• The Software shall be used solely in association with Proxidize Hardware in accordance with the plans and documentation issued by Proxidize for such Product.
• In case of non-compliance, Proxidize shall have the option to suspend access to the Software until the non-compliance is remedied, failing which Proxidize may terminate the License Agreement.
• If you purchased the Software before this EULA was in place and do not agree to its terms, please cease using the Software immediately, delete it off all your servers/hardware and contact Us for a refund.

Account Creation and Management – to use for mobile/computer devices that You own or are authorized to monitor and administer the Service. You may only use the Service for the subscriptions described in your purchasing documentation. The Service may require You to create and manage your information and Service using an account on a Proxidize website (www.Proxidize.com). When creating your account, You agree to completely and accurately provide the required information and to be responsible for ensuring Your billing information is current, complete, and accurate.

You are solely responsible for the activity that occurs on Your account, including the activity of others who are on Your account. You must keep your account password secure, and notify Proxidize immediately of any breach of security or unauthorized use of your account.

Your Synchronized Content: When the Service provides a feature to synchronize (or "back up") any information, text, files, links, images, or other materials ("Content") on your device with a Proxidize server, You represent and warrant that: (1) You are the rightful owner of the Content You synchronize, (2) You have obtained all rights necessary to synchronize the Content on a Proxidize server, and (3) Neither the Content nor the synchronizing of such Content to the Service infringes or violates the rights of third parties or any applicable laws.

You are solely responsible for the Content You store, make available, or retrieve from Your account and from all public folders. Proxidize is not liable for Your losses caused by any unauthorized use of Your account; however, You may be liable for the losses of Proxidize or others due to such unauthorized use.

• License Scope. Subject to compliance with all license terms and payment of applicable fees, Proxidize grants you a limited, non-exclusive, non-assignable, non-transferable user license (without the right to grant sublicenses) to use the Software installed on the Proxidize Hardware and the Documentation on the terms of this Agreement.
• License Restrictions
• Intended Use. You agree to use the Software solely as permitted by this License Agreement and in a manner consistent with its design and Documentation.
• No Transfer (License Agreement). You agree not to transfer, assign or sublicense your license rights to any other person or entity unless Proxidize's prior written consent is obtained.
• Authorized Users. The use of the Software is restricted to persons within your organization, or any third party representatives operating under your responsibility and control. You agree not to use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the prior written authorization of Proxidize.
• No Modifications. You shall not make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same.
• No Reverse Engineering. You agree that you will not reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software, functionality, firmware or abilities to human-readable form, except to the extent otherwise expressly permitted under applicable law.
• No Unbundling. The Software may include various applications and components. The Software is designed and made available to you as a single product and it should be used as a single product on devices as permitted herein. You agree not to unbundle the component parts of the Software for use on different computer devices.
• Territory. You agree to use the Software solely in the territory or region where you obtained the Software from Proxidize or as otherwise stated in the Documentation.
• Your Infrastructure. You remain responsible to procure and maintain hardware, network, and other infrastructure required to operate the Software and to keep such Infrastructure functioning and virus-free.
• BYOD Infrastructure. You may, under certain conditions, use BYOD hardware with Proxidize. This BYOD Hardware comes with no guarantees of functionality, warranties, support, or desired functions. Proxidize may, at its sole discretion, decide to no longer allow the BYOD Hardware to run the Proxidize Software.
• Location. You may only install the Proxidize Software on Hardware located in the country from which you acquired the license. You will require a Software License for every different country you intend to install the Proxidize Software in.
• Research License. Proxidize may grant anyone the right to use a Research License (Free, Basic, Research or Non-Commercial) at no charge for non-commercial non-profit research purposes only. Proxidize may withdraw the license at any time at its sole discretion without providing a reason.

You are the controller for personal data which are being processed via the Software. Therefore, you remain solely responsible for complying with all applicable data protection laws and for implementing and maintaining privacy protection and security measures. Proxidize disclaims any liability in this regard. Proxidize has created a specific privacy policy for the Proxidize Website/products/software application which is posted on the website of Proxidize (www.Proxidize.com).

• Ownership. Any Software is licensed, not sold to you, on a non-exclusive basis for use only under the terms of this License Agreement, and Proxidize and its suppliers reserve all rights not expressly granted to you. Your license confers no title or ownership and is not a sale of any rights in the Software, Hardware or its Documentation.
• Third Party Materials. The Software may contain or require the use of certain third party technology. You agree that the Identified Components are licensed under the terms, disclaimers, and warranties of their respective licenses which in the forthcoming case shall override the provisions of this License Agreement.
• Copyright. The Software is protected by national and international laws and treaty provisions. You shall not remove or obscure or otherwise alter the respective copyrights.
• Trademarks. Brand and product names mentioned in relation to the Software may be trademarks, registered trademarks, or copyrights of their respective holders. All such brand and product names serve as comments or examples and are not to be understood as advertising for the products or their manufacturers.
• Trade Secrets. You agree not to disclose, provide or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Proxidize.

EXCEPT FOR THE LIMITED WARRANTY THAT MAY APPLY FOR THE PROXIDIZE HARDWARE (AS EXPLAINED IN THE TERMS OF USE), YOU UNDERSTAND THAT THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS". PROXIDIZE DOES NOT MAKE NOR INTENDS TO MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM ERRORS OR THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT INTERRUPTIONS OR THAT SUCH ERRORS WILL BE CORRECTED BY PROXIDIZE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROXIDIZE ACCEPTS NO LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS YOU OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF YOUR USE OF THE SOFTWARE. IN JURISDICTIONS WHERE PROXIDIZE'S LIABILITY CANNOT BE EXCLUDED, PROXIDIZE'S LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU IN THE AGGREGATE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROXIDIZE BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THE SOFTWARE, THIS SOFTWARE LICENSE, OR THE PERFORMANCE OR PURPORTED PERFORMANCE OF OR FAILURE IN THE PERFORMANCE OF PROXIDIZE'S OBLIGATIONS UNDER THIS SOFTWARE LICENSE OR FOR ANY ECONOMIC LOSS, LOSS OF BUSINESS, CONTRACTS, DATA, GOODWILL, PROFITS, TURNOVER, REVENUE, REPUTATION OR ANY LOSS ARISING FROM WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OF THE SOFTWARE.

You are solely responsible for any damage caused to Proxidize, its licensors, associated service providers and subcontractors, other users of the product, or any other individual or legal entity as a result of Your violation of this EULA. You hereby agree to defend, indemnify and keep indemnified Proxidize and its affiliates against any claim or alleged claims liabilities, losses, damages, and all costs (including lawyers' fees), directly or indirectly attributable to your fault and/or resulting from (a) a violation of any provision of this EULA or (b) your use or misuse of the Software.

• The Proxidize Hardware may use Third Party Software that may not be owned by Proxidize but is licensed to us and which we have the right to use in connection with the Proxidize Hardware and Software.
• You understand that use of the Third Party Software is subject to the terms of this Agreement and the provisions that apply to it.
• You acknowledge that no owner of Third Party Software will have any obligation or liability to you as a result of this Agreement or your use of such Third Party Software in connection with the Proxidize Hardware, Software, and Documentation.

• Confidential Information. You will be receiving information that is proprietary and confidential to Proxidize during the negotiation and Term of this License Agreement. "Confidential Information" shall include (i) the underlying logic, source code, and concepts of the Software or other trade secrets, (ii) any information designated as confidential by Proxidize or which has the necessary quality of confidence about it and (iii) any license key provided by Proxidize to you hereunder.
• Non-Disclosure. You agree not to divulge any Confidential Information to any persons without Proxidize's prior written consent, provided that this clause shall not extend to information that was rightfully in your possession prior to commencement of the negotiations, which is already public knowledge, or to the extent it is required to be disclosed by law.

• Term. The duration of this License Agreement will be from the date of your acceptance of the Software, until you deactivate the Software, discontinue the use of the device on which the Software was first installed, or the expiration of the limited time period set out in the EULA, whichever comes first.
• Termination for Breach. If you breach or fail to comply with any material provision of this Agreement, your right to use the Software will automatically terminate. Attempting to modify Proxidize in any way through code modification, plugins, cracking, etc. will result in an immediate termination of the license.
• Termination by Notice. We may notify you in writing that your right to use the Software is at an end if we become aware of any breach of a material provision of this Agreement which is not remedied within 7 days of a notice from us requiring you to do this.
• Voluntary Termination. You may terminate this Agreement at any time if you no longer wish to use the Proxidize Software or if the terms applicable to the Proxidize Software, Documentation, and Third Party Documentation are changed and you do not wish to continue to use them on the new terms.
• Consequences of Termination. All rights associated with the use of the Software and the acquisition of updates and upgrades cease once the contract is terminated or expires.

You acknowledge that Proxidize Software and Documentation may contain software and technical data that are subject to export control laws. In agreeing to the terms of this Agreement, you confirm that you are not a citizen of or located within an embargoed, sanctioned or otherwise restricted country and are not prohibited under export control laws from receiving or using the Proxidize Hardware, the Software, and Documentation.

• Data Protection. Proxidize may, without restriction, save, process, use and reuse any data obtained in connection with the sales or supply of the Services. Proxidize shall take suitable technical and organizational measures to protect personal data received against loss and unlawful processing.
• Functional Information. Via the Software, Proxidize may gather technical, aggregated, and/or statistical information about the functioning and the functionality of the products which are connected through the Software. Proxidize and its service providers may process and use such Functional Information for analytics purposes, for developing and improving products and services.
• Return of Data. Proxidize shall have no obligation to maintain or provide any User Data, and will thereafter delete or destroy all copies of User Data in Proxidize's systems that Proxidize controls, unless legally prohibited.

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), our services are subject to the terms of this License Agreement in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of this License Agreement in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202-3.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of the United States, United Kingdom and your specific jurisdiction that may be applicable to you in connection with your use of Proxidize Software. Proxidize disclaims any liability in this regard.

• Entire Agreement. This License Agreement sets forth all of your rights and is the entire Agreement between you and Proxidize for use of the Software and Service. This License Agreement supersedes all other communications, understandings, or agreements we had prior to this License Agreement.
• Interpretation. The section headings in this Agreement are included only for convenience. The words "including" and "include" will be deemed to be followed by the phrase "without limitation".
• Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, and will be effective upon receipt.
• Severability. If any provision of this License Agreement is determined to be illegal, void, or unenforceable, this License Agreement shall continue in full force save that such provision shall be deemed to be deleted, and shall be replaced by a provision which is acceptable by law and which embodies the intention of this License Agreement as close as possible.
• Changes to this Agreement. Proxidize may make changes to this Agreement from time to time. Any new terms will be published on our Website (www.Proxidize.com). Your use of our Software after the date of publication shall constitute your acceptance of the updated Agreement.
• Assignment. Proxidize shall be entitled to sub-contract all or any of Proxidize's obligations hereunder to a third party and/or any of Proxidize's Affiliates.
• Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.
• Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. All waivers must be in writing and signed by the Party waiving its rights.
• Governing Law. The construction, validity, and performance of this License Agreement shall be governed in all respects by the laws of the United Kingdom. Proxidize Ltd. and You irrevocably consent that the courts of United Kingdom shall have exclusive jurisdiction to resolve any dispute which may arise.
• Dispute Resolution. You agree to irrevocably submit all disputes related to this License Agreement or the legal relationship established by this Agreement to the jurisdiction of the United Kingdom courts.
• Controlling Agreement/Translations. This License Agreement is prepared and executed in the English language. The English language version shall govern the parties' relationship. Any translation shall be for convenience of reference only and shall have no legal effect.

If you have any questions concerning this Agreement or if you would like to contact Proxidize for any other reason, you can contact us by using any of the following methods.

• Via our website www.Proxidize.com
• Email: support@proxidize.com
• By writing to us at: 85, Great Portland Street, London, United Kingdom.

YOU HEREBY ACKNOWLEDGE TO HAVE READ, UNDERSTOOD, AND ACCEPTED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS INDICATED ABOVE.