End User License Agreement (EULA)

Prior versions of the Terms and Conditions can be found here: 

• United States
• APAC/EMEA

Airlock Digital End User License Agreement (EULA)

1. Binding Agreement
1.1        This End User Licence Agreement (“EULA” or “Agreement”) is between Airlock Digital and
           Customer (each a “Party” and collectively the “Parties”) and applies to Customer’s Orders for, and
           use of, the Subscription Services, Support and Consulting Services.
1.2        If you (the person accepting this Agreement) are accepting this Agreement on behalf of your
           employer or another entity, you agree:
                a. that you have full legal authority to bind your employer or such entity to this Agreement; and
                b. your acceptance of this Agreement will bind your employer or that entity to these terms, and
                   the word “you” or “Customer” in this Agreement will refer to your employer or that entity.
1.3        Upon the earlier of signing a quote from Airlock Digital, making payment of an Invoice or
           installing, clicking on the “Agree” button at the point of installation, or by using or accessing the
           Subscription Services, you agree to be bound by the terms of this Agreement.
1.4        For the avoidance of doubt, Customer’s terms do not apply and any document issued by
           Customer to Airlock Digital (including a purchase order) shall be deemed as Customer’s
           administrative purposes only and does not amend this Agreement or bind Airlock Digital.

2. DEFINITIONS

In this Agreement

2.1   All amounts expressed in this Agreement are expressed in US Dollars unless expressly stated
      otherwise.
2.2   In the event of a conflict between any of the documents forming this Agreement the
      descending order of precedence will be as follows: the Policies, the Invoice, a document annexed
      to the Invoice and these Terms and Conditions.

3. Use of the Subscription Services
3.1   Subject to and in accordance with this Agreement, Airlock Digital grants to Customer a worldwide,
      non-exclusive, non-transferable, revocable license to access the Subscription Services and the
      Documentation during the Subscription Period for itself and its Affiliates’ internal business
      purposes.
3.2   During the Subscription Period Airlock Digital will provide support for the Subscription Services in
      accordance the terms of the SLA.
3.3   Unless otherwise specified in the Invoice, for each End Point license purchased, Customer may
      install one (1) instance of the Software on systems owned or operated by Customer or the
      respective Affiliate.
3.4   Each End Point license is assigned to a single device and may not be shared but may be
      reassigned to a replacement device.
3.5   Customer may copy the Software for back-up and archival purposes only, provided any copy
      includes all proprietary notices and is not used for transfer, distribution or sale.
3.6   Customer may purchase additional End Point licenses during a Subscription Period in
      accordance with clause 8.
3.7   Airlock Digital may monitor Customer’s End Point usage and if Customer exceeds its licensed
      number of End Points, Airlock Digital may invoice for the excess use after prior written notice to
      Customer.

4. Restrictions and Unauthorized Use
4.1   Other than where expressly permitted under these Terms and Conditions, Customer must not:
       a. permit any person to access or use the Subscription Services or Documentation;
       b. modify, adapt, translate, reverse engineer, decompile, disassemble the Software or
          otherwise attempt to derive its source code;
       c. copy, reproduce, republish, upload, post, or transmit the Software or Documentation;
       d. license, sublicence, sell, rent, lease, transfer or otherwise make the Software or
          Documentation available to any third party;
       e. remove or alter any proprietary notices on the Software and Documentation or delete,
          remove, hide, move or alter any mark, trademark, logo, icon, image or text that represents
          the company name of Airlock Digital;
       f. use the Subscription Services to create any derivative works or competing products or
          services;
       g. use the Subscription Services in a manner that interferes with or degrades the integrity,
          performance, or security of the Software or Hosted Server or any other user’s access; or
       h. use the Software in a way that infringes any person’s rights or breaches any applicable law.
4.2   If Airlock Digital reasonably suspects Unauthorized Use, it may suspend access to the
      Subscription Services or terminate the relevant licence, without liability, until the issue is resolved.

5. Subscription Period
5.1   The Subscription Period commences on the date specified in the Invoice, or if no date is specified
      the date of payment of the applicable Fees and continues for the period stated in the Invoice
      unless terminated earlier in accordance with this Agreement.
5.2   At the end of each Subscription Period, the Agreement automatically renews for a further period
      equal to the initial Subscription Period, up to a maximum of one year (each constituting a
      Renewal Period), unless either party gives written notice of non-renewal at least thirty (30) days
      before the end of the then-current Subscription Period or Renewal Period.
5.3   Airlock Digital will use reasonable efforts to notify Customer of an upcoming renewal and provide
      an Invoice for the Renewal Period at least forty-five (45) days before the end of the then-current
      Subscription Period or Renewal Period.
5.4   Unless Airlock Digital specifies otherwise in an Invoice, the Fees for each Renewal Period will
      increase from the commencement of the Renewal Period by the Fee Adjustment.
5.5   If either party gives notice of non-renewal, Customer's right to use the Subscription Services
      ceases at the end of the then-current Subscription Period or Renewal Period, and Airlock Digital
      may disable the Software and suspend access to the Subscription Services at any time after
      expiry.

6. Software Delivery, Access and Installation
6.1   Following receipt of the applicable Fees, Airlock Digital will provide access to the Software by
      issuing login credentials or other instructions to Customer (typically by email) to access the
      Customer Portal.
6.2   Unless otherwise agreed by Airlock Digital, all deliveries of Software under this Agreement will be
      by electronic means only.
6.3   Customer is solely responsible for:
       a. accessing the Customer Portal to obtain the Software and Documentation;
       b. obtaining updates, patches, and notices from the Customer Portal;
       c. establishing, maintaining, and securing its own systems, including all internet connections,
          hardware, software, and any third-party services or integrations required to access and use
          the Subscription Services;
       d. determining whether the Subscription Services meet Customer’s requirements and any
          regulatory obligations related to its intended use; and
       e. configuring the Software and using features and functionalities made available by the
          Subscription Services.
6.4   Customer acknowledges and agrees that it is solely liable for all actions taken using Authorized
      User accounts, and any breach of this Agreement by any Authorized User will be deemed a
      breach by Customer.
6.5   Customer must:
       a. ensure that all login credentials are kept secure and confidential;
       b. not permit access to the Subscription Services by any person other than an Authorized User;
       c. promptly notify Airlock Digital of any actual or suspected unauthorized access to the
          Subscription Services, compromise of login credentials or security breach in connection with
          the Subscription Services; and
       d. immediately take all reasonable steps to contain and remediate any unauthorized access.

7. Fees & Payment
7.1   Direct Purchase: If Customer purchases directly from Airlock Digital, Customer must pay all
      Fees set out in the applicable Invoice in accordance with this clause 7.
7.2   Reseller Purchase: If Customer purchases Subscription Services through an authorized
      Reseller:
        a. Customer will pay all applicable fees to the Reseller in accordance with Customer’s
           agreement with that Reseller;
        b. pricing, payment terms and invoicing will be governed solely by Customer’s agreement with
           the Reseller; and
        c. this Agreement governs Customer’s access to and use of the Subscription Services, but
           does not govern commercial terms agreed between Customer and the Reseller;
        d. any refunds owed by Airlock Digital to Customer relating to that purchase will be paid to the
           Reseller and then remitted by that Reseller to the Customer.
7.3    Except as otherwise specified in an Invoice all Fees will be invoiced annually in advance and are
       due in full thirty (30) days from the invoice date (“Due Date”), and except as permitted under
       clause 7.8, all payments must be made without set-off, counterclaim or deduction.
7.4    If the Subscription Period is for multiple years, the specified annual fees are due in advance in
       each year of the Subscription Period, or as otherwise specified in the Invoice.
7.5    All payments must be made by electronic funds transfer in the currency stated in the Invoice, or if
       no currency is stated, in US dollars.
7.6    Customer is responsible for providing complete and accurate billing and contact information to
       Airlock Digital and notifying Airlock Digital of any changes to such information.
7.7    Airlock Digital reserves the right to charge late fees on the outstanding balance of any undisputed
       Fees not received from Customer by the Due Date at the rate of 1% per month (or the maximum
       amount permitted by law) calculated daily from Due Date until the date paid.
7.8    Customer may withhold payment of a genuinely disputed portion of an Invoice, provided that
       Customer:
        a. has paid all undisputed amounts; and
        b. notifies Airlock Digital in writing of the dispute pursuant to clause 24 (Dispute Resolution) at
           least 2 Business Days before the Due Date.
7.9    All Fees are stated exclusive of all local, state, federal or foreign sales taxes, GST, VAT, levies or
       duties of any similar nature applicable to the supply of the Subscription Services to Customer
       (“Taxes”) and Customer must pay to Airlock Digital an additional amount equal to the prevailing
       rate of Taxes, at the same time and in the same manner as the Fees.
7.10   Except as otherwise expressly specified in an Invoice, if Airlock Digital offers Customer
       promotional pricing or discounts in connection with the Subscription Services any such pricing will
       only be applicable to the initial Subscription Period for which they are offered, and not to any
       Renewal Periods.
7.11   The Fees may be subject to change without notice from time to time, provided that any revised
       Fees will only apply to any Renewal Period.
7.12   Except as otherwise specified in these General Terms and Conditions or on an Invoice, and
       subject to any applicable laws, payment obligations are non-cancellable, and fees paid are non-
       refundable.

8. Additional Licenses and Services
8.1    During a Subscription Period, Customer may request additional End Point licenses and other
       additional Subscription Services (“Additional Scope”).
8.2    If Customer purchases Additional Scope, unless otherwise specified in the Invoice:
        a. Additional Scope will be charged at Airlock Digital’s rates current at the date of the most
           recent Invoice issued to Customer; and
        b. Fees for Additional Scope will be prorated for the remainder of the current Subscription
           Period.
8.3    Additional Scope will co-terminate with the existing Subscription Period.
8.4    Airlock Digital is not obliged to provide Additional Scope until the applicable Fees are paid in full.

9. Cancellation of Subscription by Customer
9.1    Customer may terminate this Agreement for convenience at any time by giving at least forty (40)
       Business Days written notice to Airlock Digital provided that Customer will not receive any
       refunds or credits, and any unpaid Fees for the current Subscription Period become immediately
       due and payable.

10. Updates to Subscription Services
10.1   Customer acknowledges that its purchases are not contingent on the delivery of any future
       functionality or features, or dependent on any oral or written public comments made by Airlock
       Digital regarding future functionality or features.
10.2   Provided that Customer has an active and paid Subscription:
        a. Airlock Digital will provide updates to the Subscription Services from time to time as and
           when such updates are released by Airlock Digital;
        b. where an update is material, Airlock Digital will use reasonable commercial endeavours to
           give Customer reasonable advance notice;
        c. support services provided by Airlock Digital will include technical support and workarounds
           so that the Software operate in material conformance with the Documentation.
10.3   For clarity, for On-Premises Deployments the Customer is solely responsible to obtain and install
       updates and patches from the Customer Portal.
10.4   For the avoidance of doubt, updates:
        a. to the Subscription Services may include subsequent software releases to, bug fixes,
           patches, error corrections, minor and major releases, or modifications or revisions that
           enhance existing performance; and
        b. exclude new products, modules or functionality for which Airlock Digital may charge a
           separate fee.
10.5   Customer acknowledges and agrees that:
        a. Airlock Digital may from time to time invite Customer to participate in trials, early releases or
           beta testing of Subscription Services (“Beta Versions”) which may be subject to additional
           terms and conditions;
        b. Customer is under no obligations to participate in a Beta Version;
        c. Beta Versions are still under development, may be inoperable or incomplete and are likely to
           contain more errors and bugs than generally available Subscription Services; and
        d. to the maximum extent permitted by applicable law, Airlock Digital disclaims all obligations or
           liabilities with respect to Beta Versions, including any support, warranty and indemnity
           obligations.

11. Intellectual Property Rights
11.1   The parties acknowledge and agree that:
        a. Airlock Digital owns all Intellectual Property Rights in the Subscription Services, the
           Documentation, related technology and any improvements, modifications, enhancements or
           derivative works of them, and title remains at all times exclusively vested in Airlock Digital;
        b. Customer retains all ownership rights in the Customer Data;
        c. to the extent Customer Data is processed through the Subscription Services, Customer
           grants Airlock Digital a non-exclusive worldwide license to host, process and transmit that
           Customer Data solely to provide and support the Subscription Services; and
        d. except as expressly specified in this Agreement, neither party grants the other any rights or
           licenses to its Intellectual Property Rights under this Agreement.
11.2   If Customer submit comments, information, questions, data, ideas, description of processes, or
       other information to Airlock Digital (“Feedback”):
        a. such Feedback is provided voluntarily and is not Confidential Information;
        b. Customer assigns to Airlock Digital all Intellectual Property Rights in the Feedback; and

        c. to the extent any such rights cannot be assigned, Customer grants Airlock Digital a
           perpetual, irrevocable, worldwide, royalty-free licence to use and exploit the Feedback
           without restriction.

12. Confidentiality
12.1   A Receiving Party must:
        a. hold in confidence and not disclose any Confidential Information to third parties;
        b. not use Confidential Information for any purpose other than fulfilling its obligations and
           exercising its rights under this Agreement
        c. may disclose Confidential Information to its employees, agents, contractors and other
           representatives having a legitimate need to know, provided that they are bound to
           confidentiality obligations no less protective of the Disclosing Party than this clause 12
12.2   The obligations in this clause will not apply to information that Receiving Party can demonstrate:
        a. was rightfully in its possession or known to it prior to receipt of the Confidential Information;
        b. is or has become public knowledge through no fault of the Receiving Party;
        c. was lawfully obtained by the Receiving Party from a third party without breach of any
           confidentiality obligation; or
        d. was independently developed without use of or access to the Confidential Information; or
        e. disclosure is required by law or a court order, but only to the minimum extent required to
           comply with such law or order following prior notice to the Disclosing Party.
12.3   Each party acknowledges that unauthorized disclosure of Confidential Information may cause
       substantial harm for which damages alone would not be a sufficient remedy, and the Disclosing
       Party may seek injunctive or equitable relief in addition to any other remedies it might have at law.
12.4   To the extent Airlock Digital processes Customer Data or Usage Data to provide the Subscription
       Services, it may do so using its Affiliates and service providers, provided they are subject to
       confidentiality restrictions no less protective than this clause 12.
12.5   The obligations in this clause 12 continue for five (5) years after expiry or termination of this
       Agreement or the last Subscription Period, whichever occurs later, except that obligations relating
       to trade secrets continue for so long as the information remains a trade secret under applicable
       law.

13. Security & Privacy
13.1   Airlock Digital:
        a. has implemented and will maintain an information security program that uses appropriate
           physical, technical and organizational measures designed to protect Customer Data from
           unauthorized access, destruction, use, modification or disclosure, as described in the
           Security Measures;
        b. maintains a compliance program that includes independent third-party audits and
           certifications, as described in the Security Measures; and
       c.   may update or modify the Security Measures from time to time, provided that such updates
            and modifications do not materially decrease the overall security of the Subscription Services
            during a Subscription Period.
13.2   Airlock Digital's Privacy Policy and the DPA applies to each person that accesses or uses the
       Subscription Services and forms part of this Agreement.
13.3   Customer acknowledges and agrees that:
        a. the Subscription Services do not require access to Sensitive PII;
        b. the Subscription Services are not intended to process, receive, or store Sensitive PII; and
        c. Customer will not, and will not permit its users to, transmit, request, provide Airlock Digital
           with access to, submit, store, or include any Sensitive PII through the Subscription Services.
13.4   In the event of any actual or suspected Security Incident affecting Airlock Digital that involves
       Customer Data, Airlock Digital will:

        a. notify Customer without undue delay and in any event within 48 hours of becoming aware of
           the Security Incident;
        b. provide Customer with information reasonably required to assess the impact of the Security
           Incident; and
        c. provide reasonable assistance to enable Customer to comply with any mandatory data
           breach notification obligations under applicable privacy laws.

14. Usage Data
Customer acknowledges and agrees that
14.1   the Subscription Services collect the categories of data described in Airlock Digital’s PII Collection
       Statement (“Collected Data”);
14.2   Airlock Digital may collect or generate Usage Data in connection with Customer's use of the
       Subscription Services, including the Collected Data;
14.3   usage Data is collected and used by Airlock Digital to detect and analyze malicious software,
       exploits and other threats, and to evaluate, improve and develop Airlock Digital’s products and
       services; and
14.4   as between the parties Airlock Digital owns all Usage Data and may use, disclose and create
       derivative works from Usage Data for its business purposes, including sharing threat intelligence
       with third parties, provided that Usage Data is anonymized or aggregated so that it does not
       reasonably identify Customer or any individual.

15. Hosted Server Availability & Maintenance
15.1   This clause 15 applies only where the Customer has purchased a Hosted Deployment.
15.2   Airlock Digital will use all reasonable commercial efforts to:
        a. ensure that Customer may access the Hosted Server as required; and
        b. meet the specific uptime commitments set out in the SLA.
15.3   Customer acknowledges and agrees that:
        a. Airlock Digital does not guarantee the reliability of the Hosted Server, or that the Hosted
           Server will be available 24 hours a day seven days a week;
        b. Airlock Digital’s ability to provide access to the Hosted Server is dependent on third party
           suppliers to Airlock Digital and thus the Hosted Server may not be available if those third
           party suppliers are in breach of their obligations to Airlock Digital; and
        c. all online services suffer occasional disruptions and outages, and Airlock Digital is not liable
           to Customer for any downtime or other loss arising as a result of the unavailability of the
           Hosted Server other than where directly caused by Airlock Digital’s negligent act or
           omission.
15.4   The Hosted Server is an online product, and that in order to provide improved customer
       experience Airlock Digital may make changes to the Hosted Server from time to time.
15.5   Subject to Airlock Digital’s obligations under clause 16 Airlock Digital may change the hosting
       provider of the Hosted Server for any reason at any time without liability to Customer.
15.6   From time to time Airlock Digital may be required to:
        a. conduct preventative and remedial maintenance on the Hosted Server (“Scheduled
           Maintenance”); and
        b. conduct emergency or unscheduled maintenance, for example, to restore or preserve the
           performance of the Hosted Server (“Unscheduled Maintenance”).
15.7   Customer acknowledge and agrees that during any period of maintenance, the Hosted Server
       may not be available or may not perform at optimum levels.
15.8   Airlock Digital will use all reasonable endeavours to notify Customer of any Scheduled
       Maintenance and carry out Scheduled Maintenance outside Customer’s usual business hours.
15.9   If Airlock Digital is required to conduct Unscheduled Maintenance due to Customer’s negligent act
       or omission (including by its employees, agents and contractors) or Customer’s breach of this
        Agreement, Airlock Digital reserves the right to charge Customer to conduct the Unscheduled
        Maintenance (including without limitation any costs in repairing or replacing any affected
        equipment, costs incurred by Airlock Digital from any service provider and any labor at such rates
        that Airlock Digital may reasonably determine).
15.10   Customer acknowledges that and agrees that:
         a. use of the Hosted Server may be subject to usage limits, including, for example, to
            categories and quantities of data and bandwidth usage; and
         b. Airlock Digital may, after giving notice to Customer, at any time and from time to time apply a
            fair use policy or take actions as Airlock Digital reasonably considers is necessary to
            maintain or preserve the availability, performance and integrity of the Hosted Server.

16. Warranties
16.1    Airlock Digital warrants that:
         a. the Subscription Services will:
             (i)    under normal conditions of use, perform materially in accordance with the applicable
                    Documentation; and
             (ii)   be performed in a professional manner consistent with general market standards for
                    comparable services;
         b. it owns the Software and all applicable Intellectual Property or has the necessary licenses,
            rights, consents and permissions to use and supply the Subscription Services to perform its
            obligations under this Agreement;
         c. will use commercially reasonable standards to deliver the Subscription Services free of any
            virus, malware, or similar malicious computer code; and
         d. it will use commercially reasonable administrative, physical, and technical safeguards to
            protect its systems, facilities, operations or data and follows industry-standard security
            practices.
16.2    Each Party warrants and represents that:
         a. no authorization or approval from any third party is required in connection with its execution,
            delivery, or performance of its obligations under this Agreement; and
         b. it shall comply fully with all applicable laws (including, without limitation, export laws,
            regulations relating to use of the Subscription Services in its place of business and privacy
            laws and regulations.
16.3    Customer warrants that
         a. it has valid title or license to all Customer Data provided to Airlock Digital (if any); and
         b. it has all rights necessary to grant Airlock Digital the rights set forth in this Agreement; and
         c. it is not named on any US or Australian government list of persons or entities prohibited from
            receiving exports;
         d. it will not to export, re-export, or transfer the Software or Documentation to any country to
            which the United States of America has embargoed or restricted the export of goods or
            services, to any national of any such country, wherever located, who intends to transmit or
            transport the products back to such country or to any person or entity who has been
            prohibited from participating in export transactions by any agency of the US government; and
         e. the Subscription Services is not intended to, and will not, operate as a data storage or
            archiving product or service, and Customer will not rely on the Subscription Services for the
            storage of any Customer Data.
16.4    Customer acknowledges and agrees that:
         a. software in general may not be error-free and that the existence of any errors or ‘bugs’ in the
            Software or Hosted Server shall not constitute a breach of this Agreement by Airlock Digital;
         b. from time to time, Customer may experience downtime and errors in the operation,
            functionality or performance of the Subscription Services; and

        c. Airlock Digital is not liable for delays, failures or problems inherent in use of the internet and
           electronic communications or other systems outside Airlock Digital’s control;
        d. Airlock Digital gives no warranty or guarantee that:
           (i)     the Subscription Services will meet Customer’s specific requirements;
           (ii)    Customer’s use of the Subscription Services will be uninterrupted or error-free; or
           (iii)   any errors or bugs in the Subscription Services can or will be corrected.

17. License Verification
17.1   Upon Airlock Digital’s written request, Customer will promptly confirm in writing whether its use of
       the Subscription Services is in compliance with this Agreement.
17.2   On reasonable advance written notice Airlock Digital or its authorized agents may audit
       Customer’s use of the Subscription Services to confirm Customer’s compliance with this
       Agreement, provided that such audit occurs no more than once every twelve (12) months and
       Airlock Digital uses reasonable efforts to minimize disruption to Customer.
17.3   Customer acknowledges and agrees that if it exceeds its allocation of End Point licenses, Airlock
       Digital may invoice for that excess use, and Customer will pay Airlock Digital in accordance with
       the period set out in clause 7.1.

18. Suspension
18.1   Without limiting any of its rights under this Agreement Airlock Digital may suspend access to the
       Subscription Services without any liability to Airlock Digital if, in Airlock Digital’s reasonable
       opinion:
        a. Customer fails to pay an undisputed invoice within ten (10) days after Airlock Digital gives
           Customer notice of such failure (which may be by email or telephone);
        b. if Customer has purchased the Subscription Services through an authorised Reseller, and
           Airlock Digital does not receive payment from the Reseller in respect of Customer’s use of
           the Subscription Services when due;
        c. Customer’s use of the Hosted Server or Software threatens the security or operation of the
           Subscription Services;
        d. Customer uses or attempts to use the Subscription Services in a manner that contravenes
           any applicable local, state, federal, or foreign laws or regulations;
        e. Customer has committed a material breach of the terms of this Agreement; or
        f. it is necessary to comply with Airlock Digital’s legal obligations.
18.2   Airlock Digital will provide notice of such suspension, and when commercially possible, will work
       in good faith with Customer to resolve the issue causing the suspension so that access to the
       Subscription Services may be restored.

19. Termination
19.1   Either party may terminate this Agreement upon written notice if the other party materially
       breaches this Agreement and fails to correct the breach within fifteen (15) Business Days
       following written notice specifying the breach.
19.2   If this Agreement is terminated by Customer in accordance with clause 19.1, Airlock Digital’s sole
       liability to Customer will be a refund of any prepaid fees covering the remainder of the
       Subscription Period of all applicable Invoices after the effective date of termination.
19.3   If this Agreement is terminated by Airlock Digital in accordance with clause 19.1, Customer must
       pay any unpaid Fees relating to the remainder of all Subscription Periods of all Invoices.
19.4   In no event will termination relieve Customer of its obligation to pay any fees due or payable to
       Airlock Digital for the period prior to the effective date of termination.

20. Effect of Termination
20.1   Subject to clause 20.3 upon the expiration or termination of this Agreement for any reason:
        a. Customer’s right to use the Subscription Services will immediately cease, and Airlock Digital
           will have no further obligation to make the Subscription Services available to Customer;
        b. all rights and licenses granted to Customer under this Agreement will immediately cease and
           terminate;
        c. without limiting the obligations set out in clause 19 Customer must immediately pay any
           outstanding Fees to Airlock Digital;
20.2   Airlock Digital will:
        a. For Hosted Deployments, make available to Customer, any logs or Customer Data (if any)
           hosted or stored in the Hosted Server in a standard commercial format for a period not
           exceeding 30 days after the date of termination (“Data Retention Period”); and
        b. upon expiry of the Data Retention Period Airlock Digital will have no obligation to maintain or
           provide any Customer Data, and will delete or destroy all copies of Customer Data in its
           systems or otherwise in its possession or control as provided in the Documentation or as
           Airlock Digital routinely does such deletions and destructions in the ordinary course of is
           business, unless legally prohibited from doing so.
20.3   Except for any accrued rights or remedies under this Agreement or at law, neither party shall
       have any further liability or obligation to the other party in respect of this Agreement.
20.4   for clarity, termination or expiry of this Agreement does not require Airlock Digital to delete or
       cease use of Usage Data, and Airlock Digital may retain and continue to use Usage Data in
       accordance with this Agreement.

21. Liability
21.1   This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion,
       restriction or modification of any implied warranties, conditions, guarantees or obligations and if
       such legislation applies, to the maximum extent possible, Airlock Digital limits its liability in
       respect of any claim to:
        a. in the case of goods supplied to Customer, the replacement of the goods or the supply of
           equivalent goods (or the payment of the cost to Customer of the replacement or supply), or
           the repair of the goods (or the payment of the cost to Customer of the repair); and
        b. in the case of services supplied to Customer, the supply of the services again or the
           payment of the cost to Customer of having the services supplied again.
21.2   Other than warranties expressly granted under clause 16 and those, if any, that cannot be
       disclaimed or excluded under applicable law to the full extent permitted by law, the Subscription
       Services are provided “AS IS” and Airlock Digital excludes all representations, warranties or
       terms (whether express or implied) including without limitation for merchantability, satisfactory
       quality or fitness for a particular purpose.
21.3   In any event Airlock Digital’s total aggregate liability to Customer for all claims howsoever arising
       (including, without limitation, negligence) in connection with this Agreement is limited to and will
       not exceed:
        a. in connection with a breach of Airlock Digital’s obligations under clause 13, the lesser of two
           (2) times the Fees actually paid by Customer under this agreement for the 12 month period
           arising prior to the relevant claim or $1,000,000; and
        b. for any other claim, the Fees actually paid by Customer under this agreement for the 12
           month period arising prior to the relevant claim.
21.4   To the maximum extent permitted by law, Airlock Digital excludes all liability in respect of
       interruption of business or any consequential, incidental, punitive, exemplary, or indirect
       damages, including but not limited to any damages for anticipated profits, loss of revenue,
       economic loss, loss of data, costs of procurement of substitute goods or services, loss of use of
       equipment, or interruption of business, whether an action is in contract or tort and regardless of
       the theory of liability, even if a party has been advised of the possibility of such damages or such
       damages were in the contemplation of the parties when this Agreement was formed.
21.5   A party’s liability for any claim relating to this Agreement will be reduced to the extent to which the
       other party contributed to the damage arising from the claim.
21.6   The limitations of liability in this clause 21 do not apply to liability under clause 22 (Intellectual
       Property Indemnity) or Customer’s indemnity obligations under clause 23.
21.7   Airlock Digital has no liability to Customer:
        a. where Airlock Digital’s performance of this Agreement is prevented by Force Majeure;
        b. to the extent any problems, unavailability, delay, or security incidents are attributable to any
           act or omission on Customer’s part; or
        c. unauthorized access to the Subscription Services via Customer’s credentials;
21.8   If Airlock Digital is unable to perform its obligations under this Agreement as a result of Force
       Majeure for a period that lasts for longer than 60 days, either party may terminate this Agreement
       by written notice to the other (to take effect immediately) whereupon Airlock Digital’s sole liability
       to Customer will be a refund of any prepaid fees covering the remainder of the Subscription
       Period of all applicable Invoices after the effective date of termination.

22. Intellectual Property Indemnity
22.1   Airlock Digital will defend Customer against any third-party claim alleging that the Subscription
       Services infringe that third party’s Intellectual Property Rights (“IP Claim”), and will indemnify
       Customer against any damages, losses, liabilities, costs and expenses (including reasonable
       legal costs) finally awarded by a court of competent jurisdiction or agreed in settlement by Airlock
       Digital in connection with the IP Claim, provided that Customer:
        a. promptly notifies Airlock Digital in writing of the IP Claim;
        b. does not admit liability or settle the IP Claim without Airlock Digital’s prior written consent;
        c. gives Airlock Digital sole control of the defence and settlement of the IP Claim; and
        d. provides reasonable assistance at Airlock Digital’s expense.
22.2   Airlock Digital has no liability for an IP Claim to the extent it arises from:
        a. use of the Subscription Services in breach of this Agreement;
        b. modification of the Subscription Services by anyone other than Airlock Digital;
        c. combination of the Subscription Services with products, services or data not supplied by
           Airlock Digital, where the infringement would not have arisen but for that combination;
        d. Customer Data; or
        e. use of a superseded version of the Subscription Services where the infringement would have
           been avoided by use of the current version made available by Airlock Digital.
22.3   If the Subscription Services are, or in Airlock Digital’s reasonable opinion are likely to become, the
       subject of an IP Claim, Airlock Digital may at its option:
        a. procure the right for Customer to continue using the affected Subscription Services;
        b. replace or modify the affected Subscription Services so they are non-infringing without
           materially reducing their functionality; or
        c. terminate the affected Subscription Services and refund the prepaid Fees for the unused
           portion of the applicable Subscription Period.
22.4   This clause 22 states Customer’s sole and exclusive remedy, and Airlock Digital’s entire liability,
       in respect of any IP Claim.

23. Customer IP Indemnity
23.1   Customer will defend, indemnify and hold harmless Airlock Digital, its employees, agents,
       subcontractors and licensees (Airlock Digital Parties) from and against any third-party claim,
       demand, suit or proceeding (“Customer IP Claim”), and any damages, losses, liabilities, costs and
       expenses (including reasonable legal costs on a solicitor-client basis) finally awarded by a court
       of competent jurisdiction or agreed in settlement by Customer, to the extent arising from:
        a. any Customer Data or other materials supplied or uploaded by Customer to the Subscription
           Services infringing or misappropriating a third party’s Intellectual Property Rights;
        b. Customer’s use of the Subscription Services in breach of this Agreement that results in
           infringement or misappropriation of a third party’s Intellectual Property Rights; or
        c. Customer’s breach of applicable law arising from Customer’s use of the Subscription
           Services or Customer Data,
        provided that Airlock Digital
        d. promptly notifies Customer in writing of the Customer IP Claim;
        e. not admit liability or settle the Customer IP Claim without Customer’s prior written consent
           (not to be unreasonably withheld or delayed);
        f. allows Customer sole control of the defence and settlement of the Customer IP Claim; and
        g. provides reasonable assistance at Customer’s expense.

24. Dispute Resolution
24.1   If any dispute between the parties arises from or in connection with this Agreement or the
       Subscription Services (Dispute), the parties agree to resolve it in the manner set out in this clause
       24, and a party may not commence court proceedings concerning the Dispute unless:
        a. the party starting proceedings has complied with this clause 24; or
        b. the party starting proceedings seeks urgent interlocutory relief.
24.2   A party claiming that a Dispute has arisen must notify the other party specifying the nature of the
       Dispute (“Dispute Notice”).
24.3   Within 10 Business Days after the date the Dispute Notice is given, a senior representative from
       Airlock Digital and Customer (“Representatives”) must attempt to resolve the Dispute acting
       reasonably and fairly with the aim of achieving a mutually beneficial outcome given the
       circumstances.
24.4   If the Dispute is not resolved by the Representatives within 10 Business Days of the Dispute
       Notice, the Chief Operating Officers / CEO (Executive) of each party must hold a meeting within
       20 Business Days of the Dispute Notice at which the parties will use their best endeavours to
       resolve the Dispute.
24.5   If the Executives are unable to resolve the Dispute within 20 Business Days of the Dispute Notice,
       the Dispute shall be determined by arbitration before one arbitrator, and unless the parties agreed
       in writing otherwise:
        a. where Customer is located in the United States, in New York and the arbitration shall be
           administered by JAMS pursuant to its JAMS International Arbitration Rules & Procedures
           and in accordance with the Expedited Procedures in those Rules; or
        b. in Adelaide, South Australia, and the arbitration shall be administered by the Resolution
           Institute Mediation Rules.
24.6   Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from
       a court of competent jurisdiction.
24.7   Each party must pay its own expenses incurred in the Dispute resolution processes under this
       clause 24, except to the extent a court determines otherwise.
24.8   Subject to Airlock Digital’s rights under clause 18, each party must continue to perform its
       obligations under this Agreement despite the existence of a Dispute except to the extent that the
       matter the subject of the dispute and matters necessarily dependent on it cannot be proceeded
       with until the Dispute has been resolved.
24.9   Each Party irrevocably waives, to the fullest extent permitted by applicable law, any right it may
       have to a trial by jury in respect to any dispute related to this Agreement.

25. Notices
25.1   Any notice under this Agreement must be given in writing.
25.2   Airlock Digital may provide notice to Customer at the physical or email address set out in the most
       recent Invoice or to any officer or director of Customer (including without limitation CEO, CFO,
       CTO or equivalent) or to any person as advised by Customer in writing from time to time.
25.3   All notices to Airlock Digital must be sent to the address set out in the Invoice and by email to
       legal@airlockdigital.com.
25.4   A notice is treated as having been duly given and received:
        a. when delivered personally or if left at that party’s address provided it is delivered during
           business hours;
        b. on the third business day after posting (if sent by pre-paid mail);
        c. in the case of email, when the email has been sent except if:
        d. the sender receives an email indicating that the email has not been received within four
           hours of being sent; or
        e. the time of dispatch is after 17:00 in the place in which the notice is received, in which case
           the notice is regarded as received at 09:00 on the next Business Day.

26. Variations to Terms
26.1   Subject to the provisions of this clause 26 Airlock Digital may vary these Terms and Conditions
       and the Policies from time to time by providing written notice to Customer (Variation Notice).
26.2   A Variation Notice will specify the effective date of the variation and may include website links to
       the varied terms.
26.3   Subject to clause 26.4 variations described in a Variation Notice will only take effect at the
       commencement of the next Renewal Period.
26.4   Where a variation is required to address compliance with any law, or is necessary to implement
       new product features Airlock Digital may specify that such variation become effective during the
       current Subscription Period provided that if Customer objects to the variation:
        a. it may (as its exclusive remedy) terminate the affected Subscription Services by written
           notice to Airlock Digital within 30 days of the date of the Variation Notice; and
        b. Airlock Digital will refund the Fees already paid by Customer for use of the affected
           Subscription Services for the terminated portion of the applicable Subscription Period.
26.5   Without limiting the rights and obligations under this clause 26 Airlock Digital and Customer may
       vary this Agreement by written agreement at any time.

27. Miscellaneous
27.1   The parties are independent contractors, and this Agreement will not establish any relationship of
       partnership, joint venture, employment, franchise or agency between the Parties.
27.2   Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations
       hereunder without the prior written consent of the other party, which shall not be unreasonably
       withheld. Any purported assignment in violation of this section is void. Either party may, without
       consent, assign this Agreement in connection with a merger, acquisition, change of control,
       consolidation, or a sale of all or substantially all of its assets or the business unit to which this
       Agreement relates, provided that the assignee assumes in writing all obligations hereunder and
       the assigning party provides prompt written notice. No assignment shall relieve the assigning
       party of obligations accrued prior to the assignment.
27.3   No right under this Agreement is waived or deemed to be waived except by notice in writing
       signed by the party waiving the right and the failure of a party to require full or partial performance
       of a provision of this Agreement does not affect the right of that party to require performance
       subsequently.
27.4   If any provision of this Agreement is held to be void, voidable or unenforceable, it shall be taken
       to be severed from the agreement without affect to the enforceability of the remaining provisions
       of this Agreement.
27.5   Each party agrees to do all things and take all actions that may be necessary to give effect to this
       Agreement.
27.6   All provisions of this Agreement relating to disclaimers of warranties, remedies, damages,
       confidentiality, payment obligations, restrictions on use, and any other terms that either expressly
       or by their nature should survive, shall survive any termination of this Agreement, and shall
       continue in full force and effect.
27.7   This Agreement constitutes the entire agreement between the parties in respect of its subject
       matter and supersedes all prior negotiations, representations, warranties, understandings, and
       agreements, whether oral or written, relating to that subject matter.
27.8   The English-language version of this Agreement shall be controlling in all respects and shall
       prevail in case of any inconsistencies with translated versions, if any.
27.9   If Customer is domiciled:
        a. in the United States this Agreement is governed by the laws of the State of Delaware, with
           the jurisdiction and venue for actions related to this Agreement in the courts of the State of
           Delaware; or
        b. elsewhere, this Agreement is governed by the laws of South Australia, Australia.

ANNEX A CONSULTING SERVICES
If Customer’s Subscription Services includes Consulting Services the following additional terms and
conditions apply:
1. Consulting Hours
1.1    Airlock Digital shall provide Customer with the Consulting Services for the number of hours
       specified in the applicable Invoice (Hours).
1.2    Any time allocated by Airlock Digital to providing Consulting Services to Customer, including,
       but not limited to, any time spent on calls, e-mails, meetings, drafting of documents,
       presentation and other preparatory work shall be deducted from Customer’s Hours.
1.3    Time spent on normal Platform training and support is not deducted from Customer's Hours;
       provided, however, that Airlock Digital reserves the right to charge a fee for training, upon
       prior written notice, if Customer repeatedly fails to attend training session(s) or cancels them
       on short notice (as determined by Airlock Digital).
1.4    Any unused Hours do not carry over from one Subscription Period to the next and are not
       usable or reimbursable upon expiration or termination of this Agreement except other than as
       a result of Airlock Digitals breach.
1.5    Use of Hours in connection with Consulting Services will be coordinated with Customer.

2. Provision of Information
2.1    Customer must:
         a. provide Airlock Digital with any information, feedback, materials, data and graphics as
            may be needed by Airlock Digital in order to provide the Consulting Services and
            Deliverables
         b. make itself and necessary employees available to Airlock Digital to promptly answer any
            reasonable inquiry and request for information required by Airlock Digital to deliver the
            Consulting Services and Deliverables.
2.2    Customer acknowledges and agrees that failure by Customer to deliver information requested
       by Airlock Digital may result in delays or deficiencies in the Consulting Services or
       Deliverables for which Customer shall be solely liable, and Airlock Digital shall not be
       obligated to perform redelivery or remedy in such situations.
2.3    Any Deliverables and Consulting Services that are dependent on access to metrics, data and
       projects from Customer’s account/environment on the Platform are subject to the limitations of
       the Platform.

3. Deliverables
3.1    Title in in the Deliverables remains exclusively with Airlock Digital at all times, and subject to
       compliance with this Agreement Airlock Digital grants to Customer a royalty free, worldwide,
       perpetual license to use the Deliverables for Customer’s internal purposes.
3.2    Customer may not modify or remove any copyright or proprietary notices on or included with
       the Deliverables without Airlock Digital’s prior written consent.
3.3    Airlock Digital will use its reasonable efforts to meet Customer's preferred delivery date(s) for
       Deliverables provided that Customer is not entitled to a reimbursement of any Fees or claim
       any amount due to delays or incomplete Deliverables attributable to Customer's failure to
       comply with its obligations under this Agreement.

4. Non-Solicit
4.1   For a period of 12 months after the completion or termination of any Consultancy Services for
      whatever reason, Customer agrees that it will not and will ensure that its employees, officers
      and agent do not:
       a. canvass, solicit or endeavor to entice from Airlock Digital any person or organization that
          was a customer or supplier of Airlock Digital during the Subscription Period (or whose
          business or custom Airlock Digital was cultivating during the Subscription Period), in
          relation to whom Customer dealt with during the Subscription Period;
       b. canvass, solicit or endeavor to entice any Airlock Digital employee or agent to terminate
          their contracts of employment or agency with Airlock Digital.
4.2   Customer acknowledges that:
       a. any breach by Customer of this clause would cause irreparable harm and significant
          damage to Airlock Digital and that Airlock Digital has the right to seek and obtain
          immediate injunctive relief in relation to any such breach; and
       b. the covenants in respect of non-competition contained in this clause are fair and
          reasonable and that the Airlock Digital is relying upon this acknowledgement in entering
          into this Agreement.