End User Licence Agreement

ELUVIANT LTD END USER LICENCE AGREEMENT (EULA)

FINAL · 12 October 2026

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE (DEFINED BELOW). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENCE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS END USER LICENCE AGREEMENT, DO NOT INSTALL, TRANSFER, REPLICATE, COPY OR USE THE SOFTWARE.

This End User Licence Agreement (“Agreement”) is a legal contract between you (either an individual or the entity on whose behalf you are acting) (“you”, “your”) and Eluviant Ltd., a company incorporated in England and Wales with company number 10790565 and registered office at c/o Hill Dickinson LLP, Broadgate Tower, 20 Primrose Street, London EC2A 2EW (“Eluviant”, “we”, “us”, “our”).

By downloading, installing, activating, accessing or otherwise using the Software (as defined below), you agree to be bound by the terms of this Agreement. If you do not agree to all of the terms, do not install, copy, access or use the Software and, if applicable, promptly return the Software to the place of purchase for a refund in accordance with that supplier’s return policy.

1. Grant of Licence

1.1. Licence.  Subject to your continuous compliance with this Agreement and payment of all applicable Fees (as defined in Clause 3 of this Agreement), Eluviant hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable licence (terminable in accordance with this Agreement) to install and use the Software on the servers, virtual machines or other devices required to operate the number of Active Analytic Channels licensed in your Order, each expressly authorised in writing by Eluviant or its Channel Partner (each a “Licensed Device”) for your internal business purposes (which include using the Software to monitor sites, premises or assets owned or operated by your own customers, including from a remote monitoring centre) during the Usage Term.

1.2. No sale. The Software is licensed, not sold. All rights not expressly granted to you pursuant to this Agreement are reserved by Eluviant.

1.3. Types of Licences. The Software requires one licence per Active Analytic Channel. A virtual, derived, duplicated or re-encoded view of a stream already licensed as an Active Analytic Channel consumes no additional licence. Where the term “per camera” is used in a quotation or in marketing material it means an Active Analytic Channel, and this counting rule applies. Software licences can either be purchased as a paid-up licence or can be supplied on a monthly subscription basis. For the avoidance of doubt, a 'paid-up licence’ under this Agreement means a licence to use the Software for the duration of the Software’s usable life (up to a maximum of 15 years from the Licence Activation Date), subject to the payment of an upfront licence Fee (as detailed in Clause 3 below). The paid-up licence may still be subject to termination for breach and will not include access to future Updates, including major upgrades, security updates or new versions, without a valid SUP (which is mandatory for the first two (2) years following the first purchase of licences for a Licence Pool and can be extended for additional periods, subject to the terms of the SUP). A paid-up licence continues after the version you are running ceases to be supported under clause 7.8, but that version is then used without support, Updates or security patches, and at your own risk.

2. Licence Limitations

2.1. Limitations: Except to the extent expressly permitted by: (i) applicable law (which cannot lawfully be excluded); (ii) the licence terms of any open source software included in the Software (see clause 11.2); or (iii) prior written agreement from Eluviant, you shall not, and shall not allow any third party to:

(a) copy, adapt, modify, merge, translate, decompile, disassemble, reverse engineer or create derivative works of the Software, in whole or in part;

(b) sell, lease, rent, loan, sub-licence, publish, distribute, disclose or otherwise transfer or make the Software or any portion of it available to any third party (other than Authorised Third Parties);

(c) except with Eluviant’s prior written consent (which may be given in your Order), make the Software, or access to it, available to any third party as a service bureau, ASP, time-sharing, hosted or white-labelled service, or on any similar basis. Monitoring services permitted under clause 1.1 are not restricted by this clause 2.1(c). Where such use is permitted you remain responsible for each recipient’s compliance with this Agreement;

(d) bypass or disable any licence key, usage meter or other technical measure that controls access to, or enforces limitations on, the Software;

(e) remove or obscure any proprietary notices on or in the Software;

(f) use the Software in combination with any equipment, software or data that: (i) infringes the Intellectual Property Rights of any third party, or (ii) knowingly introduces Malicious Code;

(g) rely on the Software as a certified safety-critical control system or as a sole safeguard. The Software is a detection and decision-support aid. It is not certified for safety-critical control and must not be relied on as the only means of preventing or mitigating any risk to life, health, property or the environment. You are responsible for maintaining independent safeguards appropriate to your environment. For the avoidance of doubt, this clause does not prohibit use of the Software in any sector;

(h) export, re-export, download or ship the Software in violation of any applicable export control laws or regulations; or

(i) use the Software in any way or otherwise promote the Software such that it would be in breach of United States’ Department of State International Traffic in Arms Regulations or other laws or regulations.

2.2. Authorised Third Parties. You may permit Authorised Third Parties to exercise the rights granted in clause 1.1 on your behalf, provided that you: (a) ensure such Authorised Third Parties comply with this Agreement; (b) remain liable for any breach by an Authorised Third Party; and (c) immediately terminate their access upon cessation of the relationship, upon Eluviant’s written request or in the event of breach of this Agreement by any Authorised Third Party.

2.3. Evaluation Licence. Where the Software is supplied to you on a trial, evaluation or proof-of-concept basis (“Evaluation Software”), the licence in clause 1.1 is limited to the evaluation period specified in writing by Eluviant (or, if none is stated, thirty (30) days from initial receipt of the Software) and the Evaluation Software is provided “as-is” without warranty or support. At the end of the evaluation period you must either purchase a commercial licence or cease all use and destroy all copies. Where, in the course of an evaluation, Eluviant accesses real video content containing personal data on systems you control (on site or by remote access), the Data Processing Terms apply to that processing. Where you send video content containing personal data to Eluviant for processing on Eluviant’s own systems, the parties shall first enter into a separate written agreement governing that processing as required by applicable Data Protection Laws. Processing by a Channel Partner is governed by your agreement with that Channel Partner. The confidentiality provisions of this Agreement do not by themselves provide a lawful basis for that processing.

2.4. System Requirements. You are solely responsible for ensuring that your hardware, software, and network environment meet the minimum system requirements specified by Eluviant for the proper installation, operation, and use of the Software as may be updated from time to time. Failure to meet these requirements may result in reduced functionality or inability to use the Software, for which Eluviant shall bear no responsibility.

2.5. Biometric and Surveillance Technology Restrictions:

(a) You shall not use the Facial Recognition or LPR Add-Ons (or any other biometric or surveillance functionality of the Software) for any purpose that is prohibited by applicable law, including but not limited to: (i) mass or indiscriminate surveillance of the general public without a lawful basis; (ii) real-time remote biometric identification in publicly accessible spaces where prohibited by the EU AI Act or other applicable law; (iii) the creation or maintenance of databases of facial images or Biometric Data scraped from the internet or CCTV footage; (iv) social scoring or profiling of individuals in a manner that produces legal effects or similarly significant effects; or (v) any use that would constitute a prohibited AI practice under  the EU AI Act or other applicable law.

(b) You shall ensure that a qualified individual reviews and validates all alerts, matches and outputs generated by the Facial Recognition or LPR Add-Ons before any decision or action is taken in reliance on them that produces legal or similarly significant effects for an identified or identifiable natural person (“Human-in-the-Loop Requirement”). Automated forwarding of alerts to law enforcement or other authorities without prior human review is expressly prohibited unless required by applicable law. The Human-in-the-Loop Requirement does not apply to automated actions that do not adversely affect the individual concerned, such as granting access to a vehicle on an authorised list, or leaving an access point closed, pending review by an operator, for a vehicle that is not on such a list.

(c) You shall implement and maintain appropriate technical and organisational measures (including signage, privacy notices and transparency measures) to inform data subjects that Facial Recognition or LPR technology is in operation, in accordance with applicable Data Protection Laws.

(d) You acknowledge that the use of Facial Recognition technology involves the processing of Special Category Data and/or Biometric Data and that you are solely responsible for: (i) identifying and documenting an appropriate lawful basis under the UK GDPR and/or EU GDPR; (ii) identifying and documenting an applicable condition for processing Special Category Data under the UK GDPR and/or EU GDPR; (iii) completing a data protection impact assessment (“DPIA”) specific to each Facial Recognition deployment before go-live; and (iv) complying with any law regulating artificial intelligence that applies to your deployment.

(e) You acknowledge that the use of LPR technology may involve the processing of personal data (including vehicle registration data that may be linked to identifiable natural persons) and that you are solely responsible for ensuring compliance with all applicable Data Protection Laws in connection with such processing.

(f) The Facial Recognition Add-On is not licensed for use in the European Union or the European Economic Area. You shall not deploy, operate, demonstrate or trial it, or permit any person to do so, in any member state of the European Union or the European Economic Area, or on video content captured there, or so that its outputs are used there, and no Order shall be construed as licensing such use.

3. Fees and Payment

The term ‘Fee’ or ‘Fees’ as referenced in this Agreement will be determined by the following and construed accordingly:

3.1. All Fees and payment terms will be as agreed between you and the Channel Partner from whom you purchased the Software licence. Where you place an Order directly with Eluviant, the Fees and payment terms are those stated in Eluviant’s Order confirmation or in any signed agreement between you and Eluviant that governs the Order. Where neither states a payment period, the Fees are payable in the currency stated within thirty (30) days of the date of Eluviant’s invoice, exclusive of VAT and any other applicable taxes.

3.2. If you fail to make any payment by the due date (as agreed with the Channel Partner or, for a direct Order, under clause 3.1), Eluviant reserves the right to suspend your access to and use of the Software (as provided for in Clause 20).

4. Orders

4.1. Orders Placed Directly with Eluviant. If you place an Order for the Software directly with Eluviant, such Order shall be subject to acceptance by Eluviant in writing (including by email or electronic means). No Order shall be binding on Eluviant unless and until accepted by Eluviant. Upon acceptance, Eluviant will provide you with an Order confirmation specifying the scope of the Software, applicable Fees, and any other relevant terms. Any additional or conflicting terms proposed by you in any purchase Order or other document are hereby rejected and shall be of no force or effect unless expressly agreed to in writing by Eluviant.

4.2. Orders Placed with Channel Partners. If you purchase the Software from a Channel Partner, your Order and any related terms (including pricing, payment, and delivery) shall be as agreed between you and the Channel Partner. Eluviant is not responsible for the acts or omissions of any Channel Partner, and any claims relating to the purchase (other than those relating to the Software itself as provided under this Agreement) must be made directly to the Channel Partner. Notwithstanding the foregoing, your use of the Software remains subject to the terms of this Agreement.

5. Delivery

Upon acceptance of your Order in accordance with clause 4, Delivery of the Software shall occur by making the Software available for download via the Partner Portal. The Delivery Date shall be the date on which Eluviant first makes the Software available to you or, where applicable, to the Channel Partner (whichever is earlier) for download through the Partner Portal. You are responsible for accessing the Partner Portal and downloading the Software. Delivery shall be deemed complete upon such availability, and the right of use together with all risk of loss with respect to the Software shall pass to you at that time.

6. Updates and Upgrades

6.1. To the Software. Subject to you having a valid SUP in place, Eluviant may, in its sole discretion, make Updates or Upgrades available from time to time. All such Updates or Upgrades are deemed part of the Software and subject to this Agreement unless accompanied by a separate licence.  Nothing in this Agreement obliges Eluviant to develop or provide any specific Update or Upgrade, nor to continue providing any particular feature or functionality.

6.2. To this Agreement. Eluviant may amend this Agreement by giving you not less than thirty (30) days’ written notice describing the amendment and the date on which it takes effect, and by publishing the amended version at eluviant.com. Notwithstanding clause 22.9, notice under this clause is validly given if sent by email to the contact named in your Order or licence registration (as you may update it by notice to Eluviant) or made available to you through the Partner Portal, and is deemed received on the day it is sent or made available unless Eluviant receives a delivery failure notification. Eluviant may also send a copy through your Channel Partner. If you do not agree to the amendment, you must notify Eluviant by email to customerservices@eluviant.com before that date. Where you do so, the amendment does not apply to licences supplied under Orders accepted before that date until the end of the then-current Usage Term or, for a paid-up licence, the then-current SUP term (or, where no SUP term is then current, until you next renew a SUP or place a new Order), and any renewal or new Order after that is governed by the amended version. If you do not so notify Eluviant, the amendment applies to you from the date stated in the notice. If, after receiving the notice, you accept the amended version when installing or activating any Update or Upgrade, or you place a renewal or new Order, the amendment applies to you from the date stated in the notice or, if later, the date of that acceptance, whether or not you have notified Eluviant that you do not agree. No amendment takes effect by posting alone, and no amendment reduces the functionality licensed to you under a paid-up licence, or the support entitlement you have paid for, without your consent, save as permitted by clauses 6.1, 7.7 and 12.3. Notwithstanding any objection, Eluviant may apply to existing licences any amendment required by applicable law or regulation, on notice given in accordance with this clause.

7. Support and Upgrade Plan (SUP)

7.1. Overview. The Eluviant Support and Upgrade Plan ("SUP") is a comprehensive software support, upgrade, and technical assistance service designed to enhance the use and longevity of the Software. The SUP ensures that you benefit from regular updates—typically once or twice per year—which may include performance improvements, security patches, and new features. The SUP is intended to keep you operating on the latest software versions, thereby maintaining optimal performance and security standards.

7.2. SUP Purchase and Renewal. The first purchase of paid-up licences for a Licence Pool requires the purchase of a minimum two (2) year SUP. Licences added to an existing Licence Pool later are co-terminated with it under clause 7.6. You may purchase additional  SUP extensions at the time of the initial licence purchase at a discounted rate, as detailed in the applicable price list. Renewal of the SUP is encouraged to maintain uninterrupted access to support and upgrades. Should you wish to renew a SUP after a suspension exceeding one (1) year, such renewal is permitted provided the version you are running has not reached the end of its life under the support lifecycle schedule described in clause 7.8. In such cases, you must engage with whomever you place your Order with (either us or, if applicable, your Channel Partner) for a comprehensive evaluation of your hardware and software infrastructure to ensure compatibility with the latest software release. The SUP term for any Licence Pool commences upon activation of the first licence in that pool and is governed by a SSED as further described below.

7.3. Scope of Support.

(a) Level 1 and Level 2 Support. Eluviant does not provide level 1 or level 2 support. These support functions are primarily delivered by Channel Partners. Responsibilities include system maintenance, ongoing monitoring, configuration management, and basic troubleshooting. Level 1 support encompasses routine system performance reviews, often utilising business intelligence tools, and requires a solid understanding of system architecture and its operational environment. As system complexity increases, particularly with the addition of more cameras, diligent monitoring becomes increasingly important. Level 1 and 2 support also cover onboarding new cameras, adjusting configuration settings, and interpreting log files to resolve fundamental system issues.

(b) Level 3 Support. Level 3 support is exclusively provided by the Eluviant technical team and is included within the SUP package. This level addresses system bugs, faults, and technical issues specific to the Software. Support for non-Eluviant software and hardware dependencies (such as firewalls, networking, or operating systems) is expressly excluded, except where otherwise agreed in a specific written agreement. The Channel Partner is responsible for ensuring that the Software remains up to date, and may be required to update supporting software or hardware to maintain compatibility with new features or releases. End Users without a valid SUP may access Level 3 Support at the prevailing quoted service rates.

7.4. SUP SLAs. The purchase of any SUP is subject to the terms and conditions associated therewith, as may be updated from time to time. Response targets, where any are provided, are stated in your Order. Where your Order states none, Level 3 Support is provided on a commercially reasonable efforts basis with no committed response or resolution time.

7.5. Licence Pool Activation and SUP Expiry.  Upon creation of a Licence Pool via an Order, you will have a six (6) month period from the date of acceptance of the Order to activate any licence within that pool. The SUP term purchased for the entire pool (which shall be not less than twenty-four (24) months) commences thirty (30) days after the Licence Activation Date of the first licence in the pool (the “Commissioning Grace Period”), and a SSED is established. The SSED shall in any event fall no later than the end of a period, measured from the date of pool creation, equal to the SUP term purchased plus seven (7) months (the six (6) month activation period and the Commissioning Grace Period), regardless of activation status (“Backstop Date”). For a twenty-four (24) month SUP term the Backstop Date is thirty-one (31) months after pool creation.

7.6. Licence Pool Adjustments. If additional licences are added to an existing pool, the added licences are co-terminated to the pool’s existing SSED and the SUP fee for them is charged pro rata for the period remaining to that SSED. Adding licences does not extend, shorten or otherwise change the pool’s existing SSED, which continues to apply to every licence in the pool, including the added licences. If licences are removed from a Licence Pool (for example, for transfer to another server), the SSED of the originating pool does not change and no SUP fee is refunded or credited. Licences transferred into another Licence Pool are co-terminated to the destination pool’s SSED, and the destination pool’s SSED does not change. Where that SSED falls later than the originating pool’s SSED, the SUP fee for the additional period is charged pro rata. Where it falls earlier, no SUP fee is refunded or credited for the period lost.

7.7. SUP – General. The terms of the SUP are subject to change at Eluviant’s sole discretion, provided that any such changes will not materially diminish the level of support provided during the then-current SUP term. For further details regarding SUP pricing, trade-in programmes, or specific support arrangements, please refer to your Order documentation or, if applicable, contact your Channel Partner.

7.8. Support Lifecycle. Eluviant publishes, and maintains at eluviant.com, a support lifecycle schedule stating for each released version the date on which mainstream support ends and the date on which extended support ends. Mainstream support is available for not less than three (3) years from the release date of a version, during which the version receives Updates, security patches and full Level 3 Support under a valid SUP. From the end of mainstream support until the end of the sixth (6th) year from its release date, the version receives limited Level 3 Support under a valid SUP, as described in the schedule. Any extended support beyond that is offered at Eluviant’s discretion, at a premium on the then-current rate, for the period stated in the schedule. When support ends the version is no longer supported and clause 1.3 applies. Eluviant will give not less than twelve (12) months’ notice of the end of mainstream support for any version.

7.9. Prepayment and Price Stability. Where you purchase a multi-year SUP term and pay for it in advance, a prepayment discount may be allowed as stated in your Order. Within a term you have prepaid, the charge for that term does not change: no renewal uplift, indexation or other increase applies to it.

8. Intellectual Property

8.1. Ownership of Intellectual Property Rights. Eluviant and its licensors shall at all times be and remain the exclusive owner of all rights, title and interest (including all Intellectual Property Rights) in and to the Software and Documentation, as well as any copies thereof, and any improvements, enhancements, modifications, adaptations, and derivative works based thereon, whether created by or on behalf of you or Eluviant, subject always to clause 8.2. No rights are granted to you other than the licence to use the Software as expressly set out in this Agreement. Eluviant is also the owner of the SENTRY and ELUVIANT trade marks and all related trade marks used by or in relation to Eluviant and the Software.

8.2. Assignment.  In the event that you or any of your personnel or contractors create or develop any modification of, or derivative work based on, the Software or the Documentation, or provide Eluviant with feedback or suggestions concerning the Software, you hereby irrevocably assign (and shall procure the assignment by your personnel and contractors of) all Intellectual Property Rights in it to Eluviant, without any requirement for compensation, excluding your Background IP. This clause does not apply to, and Eluviant acquires no right in, your Background IP, which remains yours. “Background IP” means any software, application programming interface, integration, tooling, dashboard, methodology, data model, Video Content or other material, and the Intellectual Property Rights in it, that is owned by or licensed to you or your personnel or contractors before the date of this Agreement, or that is developed independently of the Software and the Documentation (other than by use of their published interfaces), including any such material developed to interoperate with the Software, provided that it does not incorporate or reproduce any part of the Software or the Documentation. Nothing in this clause affects Eluviant’s ownership under clause 8.1 of the Software, the Documentation and Eluviant’s own pre-existing or independently developed materials. You shall execute, and shall procure the execution of, any documents and do all acts as may be reasonably required by Eluviant to perfect such assignment.

8.3. Video Content. Any Video Content uploaded or provided by you or your users through the Software shall remain your property, and Eluviant does not claim ownership of such Video Content.

8.4. Licence to Eluviant. Notwithstanding the foregoing, you grant Eluviant an irrevocable, perpetual (subject to paragraph (d) below), non-exclusive, worldwide, royalty-free licence to use, process and analyse data generated, uploaded or otherwise made available through your use of the Software for analytical, statistical, research and product improvement purposes, provided that: (a) Eluviant anonymises or aggregates that data before using it for any purpose beyond providing the Software to you, and exercises this licence in respect of anonymised or aggregated data only; (b) Eluviant uses no identifying material, and no Video Content, to train or fine-tune any model without your separate written consent; (c) the processing is carried out on a lawful basis stated in the Eluviant privacy notice and in accordance with applicable data protection laws; and (d) the licence terminates on expiry or termination of this Agreement in respect of data not already anonymised or aggregated. Additionally, Eluviant may publish an anonymised proof point or anonymised case study describing outcomes achieved, without naming you.

9. Confidentiality

9.1. Your obligation. You shall keep confidential and not (directly or indirectly) disclose to any third party, or make any use of, any information relating to the Software (including the Documentation), its operation, or its underlying technology, except as necessary to use the Software in accordance with this Agreement or as expressly permitted in terms of clauses 9.2, 9.3 and 9.4.

9.2. Disclosure of Information. The Recipient shall (a) keep the Discloser’s Confidential Information strictly confidential; (b) use it solely for the performance of this Agreement; and (c) disclose it only to its Permitted Recipients who have a need to know and are bound by written confidentiality obligations no less protective than those in this clause 9.

9.3. Exclusions. The obligations in this clause 9 do not apply to information that the Recipient can demonstrate by documentary evidence: (i) is or becomes publicly available through no fault of the Recipient; (ii) is already lawfully in the Recipient’s possession without restriction; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Discloser’s Confidential Information.

9.4. Required by law. The Recipient may disclose Confidential Information where required by law or court order, provided it gives the Discloser prompt notice (to the extent legally permitted) and reasonable assistance to seek confidential treatment.

10. Data Protection

10.1. To the extent that you process any personal information in connection with or relating to the Software, each party shall comply with its respective obligations under applicable Data Protection Laws. Where Eluviant processes personal data on your behalf, the Data Processing Terms apply. Where the Software processes Biometric Data or Special Category Data, the parties acknowledge that enhanced obligations apply, including the requirement for an Article 9 condition and a deployment-specific DPIA.

10.2. To the extent you process any personal information in connection with or relating to the Software within a Member State of the European Union or European Economic Area, each party shall comply with its respective obligations under the General Data Protection Regulation (EU) 2016/679 (EU GDPR).

10.3. You acknowledge and agree that any personal information processed by or on behalf of you in connection with the Software shall remain your responsibility and property in your capacity as a Data Controller, as far as permissible under applicable law. You shall be considered the Data Controller (or equivalent term under applicable Data Protection Laws) in respect of such personal information that you collect or otherwise process when using our Software and you are responsible for ensuring that its collection, use, storage, and other processing of personal information complies with all applicable Data Protection Laws. You shall implement appropriate technical and organisational measures to protect personal information against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Eluviant shall have no liability for your failure to comply with your data protection obligations in relation to personal information processed in relation to the Software.

10.4. Licence activation provides Eluviant with the hardware identifiers of the Licensed Device, normally by means of an offline licence request file (“Licence Activation Data”). No Video Content or usage data is transferred to Eluviant in the course of licence activation. Eluviant uses Licence Activation Data to issue and administer licences, to provide Updates and support, and to verify compliance with this Agreement. Eluviant determines the purposes and means of that collection and, to the extent that Licence Activation Data is personal data, is a Data Controller in respect of it. Eluviant will process that data on a lawful basis stated in the Eluviant privacy notice, limited to what is necessary for those purposes, and in compliance with the UK GDPR and EU GDPR.

10.5. Eluviant processes the business contact details of your personnel that it receives in connection with this Agreement (for example for licensing, support and account management) as a Data Controller, in accordance with the Eluviant Customer Privacy Notice. Any use of data for product improvement is governed by clause 8.4.

10.6. Each party’s role is determined per processing activity and not as a company-wide status. You are the Data Controller of the personal data processed through the Software (clause 10.3). Eluviant is a Data Controller of Licence Activation Data (clause 10.4) and of the business contact details described in clause 10.5. Where Eluviant accesses or otherwise processes personal data on your behalf (for example during Level 3 Support, or an evaluation under clause 2.3), the Data Processing Terms apply to that processing. Eluviant’s role in each processing activity is also described in the Eluviant GDPR Compliance Overview published at eluviant.com.

10.7. Where you deploy or make available the Software (or any data processed through the Software) in the United States of America, you shall comply with all applicable US federal and state data protection and privacy laws, including (without limitation) the CCPA and (where applicable) BIPA and any other state biometric privacy laws. You acknowledge that US state biometric privacy laws may impose specific requirements regarding informed consent, purpose limitation, retention schedules, and the right to private action, and you are solely responsible for compliance with such requirements.

10.8. Without limiting clause 10.7, where you process Biometric Data in connection with the Software, you shall, to the extent required by applicable Data Protection Laws (including applicable US state biometric privacy laws):

(a) prior to collection, provide clear written notice to each data subject (or, where applicable, their employer or authorised representative) specifying the purpose and duration of the Biometric Data processing;

(b) obtain any consent required by applicable Data Protection Laws (including any requirements for explicit, informed or written consent under applicable US state biometric privacy laws);

(c) establish and maintain a publicly available retention schedule and guidelines for the permanent destruction of Biometric Data when the initial purpose for collection has been satisfied or within three (3) years of the data subject’s last interaction with you, whichever occurs first (or such shorter period as required by applicable law);

(d) not sell, lease, trade or otherwise profit from Biometric Data (and, for the avoidance of doubt, the provision of lawful monitoring services using the Software does not of itself constitute profiting from Biometric Data);

(e) not disclose Biometric Data to any third party without the data subject’s consent, unless required by law or pursuant to a valid contract that prohibits the receiving party from further disclosing the data; and

(f) store, transmit and protect Biometric Data using a reasonable standard of care, and in a manner at least as protective as that used for other confidential or sensitive information.

10.9. You are solely responsible for the creation, maintenance, review and deletion of any Watchlist used in connection with the Facial Recognition Add-On, whether a Deny List or an Allow List. You shall:

(a) document the lawful basis and justification for each individual’s inclusion on a Watchlist;

(b) conduct periodic reviews (at intervals no greater than six (6) months) to verify the continued necessity and lawfulness of each Watchlist entry;

(c) promptly delete Biometric Data, reference images and Watchlist entries when they are no longer necessary for the documented purpose; and

(d) maintain auditable records of all additions, amendments and removals.

10.10. You are solely responsible for the creation, maintenance, review and deletion of any Watchlist used in connection with the LPR Add-On. You shall:

(a) for each Deny List, document the purpose of the list and the criteria for adding a vehicle to it, and record the reason for each entry;

(b) review each Deny List at intervals no greater than six (6) months and remove entries that are no longer necessary;

(c) maintain auditable records of all additions, amendments and removals to each Deny List; and

(d) for each Allow List, document its purpose, keep it accurate, and remove entries promptly when the authorisation concerned ends (for example, when a permit expires or an employee leaves).

10.11. Eluviant shall have no liability for the content, accuracy or lawfulness of any Watchlist created or maintained by you.

11. Third Party Software

11.1. No Representations or Warranties. Eluviant makes no representations or warranties with respect to any Third Party Software and, to the maximum extent permitted by law, disclaims all liability arising from your use of such Third Party Software.

11.2. Open Source Software. The Software may include open source software. Open source software not owned by Eluviant is subject to separate licence terms as set out at www.eluviant.com/legal/third-party-software (the “Component Register”). To the maximum extent permitted by law, Eluviant disclaims all liability arising from your use of such open source software. If that page is unavailable, Eluviant will supply the applicable open source licence terms and a list of the open source components included in the Software on written request. Nothing in this Agreement limits the rights you have under the licence terms of any open source software included in the Software. In particular, where a component is licensed under the GNU Lesser General Public License (such as FFmpeg), you may modify that component for your own use, relink it with the Software, and reverse engineer the Software to the extent necessary to debug such modifications, in each case as that licence permits.

11.3. Third-Party Products Used with the Software. Where you use the Software with a product licensed by a third party (for example, a third-party video management, facial recognition or analytics product), whether you obtain it from that third party, from Eluviant or from a Channel Partner, that product is licensed to you by its vendor under the vendor’s own terms, which you must accept separately before using it. It does not form part of the Software and is not licensed under this Agreement. Eluviant may supply a connector that enables the Software to interoperate with such a product. The connector forms part of the Software. Eluviant gives no warranty, support commitment or indemnity under this Agreement for any such third-party product.

12. Add-Ons

12.1. Add-Ons. In addition to the core Software, Eluviant may offer a range of optional add-on modules (“Add-Ons”) that can be specified and licensed separately. These Add-Ons may include, but are not limited to: (i) a Deep Learning Object and Behaviour Classification Module; (ii) a Left Object Module; (iii) a Tripwire Module (an automated AI Rules and Logic Engine Module for contextualisation); (iv) Licence Plate Recognition (LPR); (v) Facial Recognition; (vi) KeepWatch (cross-camera person tracking); and (vii) such other optional modules as Eluviant may offer. Add-Ons are identified by the names used in your Order; a working or internal name used elsewhere does not form part of this Agreement. The features available to you are those of the licence tier stated in your Order, together with any Add-Ons licensed in it. Features included in a licence tier (including Aurora Frame and Aurora Flow, the generative AI features of the Software) form part of the Software and are not Add-Ons.

12.2. Separate Fees. Each Add-On is subject to separate licensing terms and may require additional fees.

12.3. Use of Add-Ons. Your use of any Add-On is governed by the terms of this Agreement as well as any additional terms provided at the time of purchase or activation. Eluviant reserves the right to modify, discontinue, or replace any Add-On at its sole discretion, provided that Eluviant will give you not less than ninety (90) days’ written notice before discontinuing an Add-On licensed to you, save where earlier discontinuance is required by law or to address a security risk. Certain Add-Ons are subject to additional regulatory, privacy and data protection requirements. You are responsible for the lawfulness of your own processing. Where an Add-On is capable of identifying an individual — including facial matching and Watchlist matching — before using its identification functions you shall establish and record a lawful basis and obtain any consent required, complete a data protection impact assessment or the equivalent assessment required where you operate, and implement meaningful human review of any match before an adverse action is taken in reliance on it. Where the Software asks the user who first enables the identification functions of such an Add-On to confirm that these steps have been completed, that confirmation shall be given only by a user authorised by you to give it, and the Software records the user’s name and the date and time of the confirmation. Eluviant shall supply the information about the Add-On’s operation that you reasonably need in order to do so. Without limiting the foregoing, you acknowledge that the Facial Recognition and LPR Add-Ons are subject to additional regulatory requirements (including those arising under the EU AI Act, applicable Data Protection Laws, US state biometric privacy laws and, where applicable, the UK Surveillance Camera Code of Practice) and you shall be solely responsible for ensuring full compliance with all such requirements prior to and during deployment.

12.4. Facial Recognition Add-On — Additional Terms. Your use of the Facial Recognition Add-On is subject to the following additional terms:

(a) You shall complete a DPIA specific to each deployment of the Facial Recognition Add-On before go-live, in accordance with the UK GDPR and/or EU GDPR (or the equivalent assessment required by the Data Protection Laws that apply where you operate) and any guidance published by the relevant supervisory authority. A template DPIA and supporting guidance are available from Eluviant upon request.

(b) You shall comply with the Watchlist governance requirements set out in clause 10.9.

(c) You acknowledge that Facial Recognition outputs are probabilistic in nature and may produce false positives and false negatives. Eluviant makes no warranty as to the accuracy, reliability or completeness of Facial Recognition outputs and you shall not rely on such outputs as the sole basis for any decision affecting an identifiable natural person.

(d) You shall comply with the Human-in-the-Loop Requirement set out in clause 2.5(b) at all times.

(e) You shall implement appropriate accuracy and bias monitoring procedures, including periodic testing appropriate to your deployment environment, and shall not deploy the Facial Recognition Add-On where testing reveals unacceptable error rates or demographic bias.

(f) You shall maintain auditable records of all Facial Recognition processing activities, including (without limitation) enrolments, Watchlist modifications, system matches, alerts, administrative actions and manual overrides.

(g) You shall comply with clause 2.5(f): the Facial Recognition Add-On is not licensed for use in the European Union or the European Economic Area.

12.5. LPR Add-On — Additional Terms. Your use of the LPR Add-On is subject to the following additional terms:

(a) You shall use the LPR Add-On only for lawful purposes and in compliance with all applicable Data Protection Laws.

(b) You shall not use LPR data to create profiles of identified individuals or to track the movements of specific vehicles unless you have a lawful basis for doing so and have completed a DPIA where required.

(c) You shall implement appropriate retention policies for LPR data and shall not retain such data for longer than is necessary for the documented purpose.

(d) You shall comply with the Watchlist governance requirements set out in clause 10.10.

(e) Where the LPR Add-On is deployed within the European Union or the European Economic Area, or in circumstances that otherwise engage the EU AI Act, and its use is classified as high-risk under Article 6 of, and Annex III to, the EU AI Act (for example, where it is used by or on behalf of a law enforcement authority for profiling natural persons in the course of the detection, investigation or prosecution of criminal offences, or as a safety component in the management and operation of road traffic), you shall: (i) not commence that use unless Eluviant has confirmed in writing (which may be given in your Order) that the version of the LPR Add-On concerned is supplied for that intended purpose, failing which clause 13.5 applies; and (ii) comply with all applicable obligations for deployers of high-risk AI systems, including (without limitation) the obligations in clause 13.4, any transparency, human oversight, log-keeping, accuracy monitoring and fundamental rights impact assessment obligations, and the incident reporting obligations in clause 13.7.

13. Artificial Intelligence (AI)

13.1. AI Disclaimer. You acknowledge and agree that the Software may incorporate artificial intelligence (AI) technologies, including but not limited to Aurora Frame and Aurora Flow, the generative AI (GENAI) features of the Software. The outputs generated by Aurora Frame, Aurora Flow or any other AI-powered feature or Add-On are produced autonomously based on the data and parameters provided by you and may not always be accurate, complete, or suitable for your intended purposes. Eluviant does not guarantee the accuracy, reliability, legality, or appropriateness of any AI-generated content or recommendations. You are solely responsible for reviewing, validating, and making decisions based on any AI-generated outputs, and for ensuring that your use of such outputs complies with all applicable laws, regulations, and industry standards. Without limiting the foregoing, you acknowledge that the Facial Recognition and LPR Add-Ons incorporate AI and machine learning technologies that are subject to inherent limitations, including but not limited to: (a) accuracy limitations arising from environmental factors (including lighting conditions, camera positioning and image quality); (b) potential for bias across different demographic groups; (c) false positive and false negative rates that may vary depending on the deployment environment; and (d) degradation of performance over time (model drift) that may require periodic recalibration or updating. Eluviant does not warrant that the Facial Recognition or LPR Add-Ons will operate without error, will achieve any particular level of accuracy or will be suitable for any specific use case or deployment environment. You are solely responsible for evaluating the suitability of such Add-Ons for your intended purposes and for conducting appropriate testing and validation prior to and during deployment.

13.2. Eluviant disclaims all liability for any actions taken or not taken based on AI-generated content, including but not limited to any errors, omissions, or consequences arising from reliance on such content. Use of Aurora Frame, Aurora Flow and other generative AI features is at your own risk.

13.3. EU AI Act — Roles of Provider and Deployer. Clauses 13.3 to 13.7 apply to the extent that the EU AI Act applies to the Software, any Add-On or your use of either, including where the Software is used in the European Union or the European Economic Area or its outputs are used there. For the purposes of the EU AI Act: (a) Eluviant is the provider of the Software and of each Add-On, as placed on the market by Eluviant for the intended purpose stated in the Documentation, and shall comply with the obligations of a provider that apply to it in that capacity; (b) you are the deployer of the Software and of each Add-On that you use, and are responsible for the obligations of a deployer that apply to your use, including those in clause 13.4; (c) Eluviant does not assume under this Agreement any obligation that the EU AI Act places on a Channel Partner as an importer or distributor; and (d) the role of each party is determined by reference to the relevant AI system and its use, and is subject to clause 13.5. Terms used in clauses 13.3 to 13.7 that are defined in the EU AI Act (including “provider”, “deployer”, “intended purpose”, “substantial modification”, “high-risk AI system” and “serious incident”) have the meanings given to them in it.

13.4. Your Obligations as Deployer. You shall, to the extent that the relevant obligation applies to your use under the EU AI Act: (a) use the Software and each Add-On in accordance with the Documentation (including its instructions for use) and this Agreement; (b) assign human oversight of the Software to natural persons who have the necessary competence, training and authority, consistent with the Human-in-the-Loop Requirement; (c) take measures to ensure a sufficient level of AI literacy among your staff and other persons operating the Software on your behalf; (d) to the extent that you exercise control over Video Content and other input data, ensure that it is relevant and sufficiently representative in view of the intended purpose; (e) monitor the operation of the Software and notify Eluviant in accordance with clause 13.7; (f) keep the logs automatically generated by the Software, to the extent that they are under your control, for at least six (6) months or such longer period as applicable law requires; (g) inform workers’ representatives and affected workers before putting the Software into service at a workplace, inform natural persons that they are subject to the use of the Software, and carry out any fundamental rights impact assessment required by Article 27 of the EU AI Act; (h) not remove, alter or obscure any marking or disclosure by which the Software identifies content as artificially generated; and (i) cooperate with the competent authorities in any action they take in relation to your use of the Software. Eluviant shall supply the information about the Software that you reasonably need to meet these obligations, including the information stated in the Documentation.

13.5. High-Risk Uses and Change of Role. Save where and to the extent that the Documentation or your Order expressly states otherwise, Eluviant does not design or place the Software or any Add-On on the market for use as a high-risk AI system, and for the purposes of Article 25(2) of the EU AI Act Eluviant specifies that neither the Software nor any Add-On is to be changed into a high-risk AI system. If you (a) put your name or trade mark on, or make a substantial modification to, any Software or Add-On that is a high-risk AI system, or (b) modify the intended purpose of the Software or any Add-On, including by using it for a high-risk purpose listed in Annex III to the EU AI Act that is not expressly stated in the Documentation or your Order, you will be considered a provider in accordance with Article 25 of the EU AI Act and shall be solely responsible for the obligations of a provider in respect of that use, and clause 17.4 applies to any loss arising from it.

13.6. Critical Infrastructure. Subject to clause 2.1(g), you may use the Software for the security monitoring of sites, premises and assets that form part of critical infrastructure (including energy, water, transport and digital infrastructure and other essential services). The Software is not designed, intended or placed on the market by Eluviant as a safety component in the management or operation of critical digital infrastructure, road traffic, or the supply of water, gas, heating or electricity within point 2 of Annex III to the EU AI Act. You shall not use, integrate or configure the Software or any Add-On (including any automated output, alert or action) as such a safety component, or so that its failure or malfunction could directly put at risk the physical integrity of such infrastructure or the health and safety of persons, without Eluviant’s prior written agreement. Any such use without that agreement is a modification of the intended purpose to which clause 13.5 applies. Where you, or any person on whose behalf you operate the Software, are subject to laws on the security and resilience of critical or essential entities (including Directive (EU) 2022/2555 (NIS2), Directive (EU) 2022/2557 and the Network and Information Systems Regulations 2018), you are responsible for compliance with those laws in connection with your use of the Software, and Eluviant will provide on reasonable request the information about the Software that you reasonably require for your supply-chain security assessments under them.

13.7. Serious Incidents and Malfunctions. Where the Software or any Add-On is used as, or as part of, a high-risk AI system (including the LPR Add-On in a use described in clause 12.5(e), or any use agreed under clause 13.6), you shall notify Eluviant in writing at customerservices@eluviant.com without undue delay, and in any event within 24 hours, after becoming aware of any serious incident or malfunction involving it, or of any reason to consider that its use in accordance with the Documentation may present a risk to the health or safety, or to the fundamental rights, of persons. Your notice shall describe the incident, the Software version and Add-On concerned, the deployment and any action taken, and you shall preserve the relevant logs and other evidence and give Eluviant the cooperation it reasonably requires to investigate, take corrective action and meet any reporting obligation it has as provider. Where you have reason to consider that a use presents such a risk, you shall suspend that use pending Eluviant’s investigation. This clause does not limit any obligation you have under applicable law to report an incident to a market surveillance authority or other authority.

14. Video Content

14.1. Content Your Sole Responsibility. You acknowledge and agree that the Software may enable you to monitor, access, store, or otherwise interact with video content. You are solely responsible for the use, management, and storage of any video content accessed or processed through the Software, including compliance with all applicable laws and regulations governing such content.

14.2. Representation and Warranty. You warrant and represent that you have authority to make use of any such video (or other) content and fully indemnify Eluviant, its Affiliates, parents, subsidiaries, agents, resellers and employees against any claims, damages, liabilities, costs, or expenses arising from your use, storage, processing, or handling of video content, including but not limited to claims related to data privacy, security breaches, intellectual property infringement, or any other legal or regulatory issues. You agree to defend, indemnify, and hold harmless Eluviant, its Affiliates, parents, subsidiaries, agents, resellers, and employees from and against any and all such claims, including all legal costs. Your liability under this clause is subject to clause 18.

14.3. Disclaimer. Eluviant disclaims any liability for any liability, harm, cost, or claim in relation to your use, storage, or handling of video content, including but not limited to data privacy, security, or intellectual property concerns. It is your sole responsibility to ensure that all video content is used and retained in accordance with your internal policies and all relevant legal requirements.

15. Audit

During the Usage Term and for one (1) year thereafter, Eluviant (or its nominee) may, upon at least ten (10) business days’ notice and not more than once in any twelve-month period, audit your use of the Software to verify compliance with this Agreement. Audits shall be conducted during normal business hours and in a manner that minimises disruption. If an audit reveals unlicensed or non-compliant use, you shall promptly pay additional licence fees at Eluviant’s then current rates and the reasonable costs of the audit if the underpayment exceeds five per cent (5%) of the fees payable for the audited period.

16. Limited Warranty

16.1. Performance Warranty.  Eluviant warrants that, for a period of twelve (12) months from the Delivery Date, the Software will materially conform to the Documentation, provided it is properly installed and used in accordance with the Documentation. The camera positioning, distance, resolution, frame rate and environmental thresholds on which analytic performance depends are stated in the Documentation, and no analytic performance is warranted outside them. No warranty is given by reference to any specification, accuracy figure or performance claim published or otherwise provided outside the Documentation. Where the Documentation states a benchmark or test result, it describes performance measured under the test conditions stated with it and is not a warranty that the Software will achieve that result in your deployment.

16.2. Remedies.  Your exclusive remedy and Eluviant’s entire liability for breach of the warranty in clause 16.1 shall be, at Eluviant’s option, (a) correction of the non-conformity, (b) replacement of the non-conforming Software, or (c) refund of the licence Fees paid for the non-conforming Software, in which case your licence to use such Software shall terminate.

16.3. Warranty Exclusions.  The warranty in clause 16.1 does not apply where the non-conformity results from: (i) modification of the Software by anyone other than Eluviant; (ii) use of the Software in combination with equipment or software not supplied or authorised in writing by Eluviant; (iii) misuse, damage or unauthorised use of the Software; (iv) your failure to install Updates supplied by Eluviant; or (v) Evaluation Software.

16.4. Disclaimer.  Except as expressly provided in this clause 16 and to the maximum extent permitted by law, Eluviant disclaims all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Software will be error-free or operate without interruption. For the avoidance of doubt, Eluviant warrants that the Software conforms to the Documentation; it does not warrant that your use, configuration or deployment of the Software complies with any law applicable to you, which depends on your purpose, your lawful basis, your notices and your jurisdiction.

16.5. Biometric Technology Disclaimer. Without limiting clause 16.4, Eluviant makes no warranty, express or implied, that: (a) the Facial Recognition or LPR Add-Ons will meet your specific requirements or expectations; (b) the Facial Recognition Add-On will achieve any particular match rate, false positive rate or false negative rate (and any such rate stated in the Documentation is a benchmark or test result to which the final sentence of clause 16.1 applies); (c) the Facial Recognition or LPR Add-Ons will operate error-free in all environmental conditions; or (d) the outputs of the Facial Recognition or LPR Add-Ons will be suitable for use as the sole basis for any legal, regulatory, employment or security decision. The Facial Recognition and LPR Add-Ons are provided as tools to assist your operations and are not a substitute for human judgment, verification or decision-making.

17. Indemnities

17.1. Eluviant IP Indemnity. Eluviant shall defend you against any claim by a third party alleging that your authorised use of the unmodified Software infringes a patent, copyright or trade mark in a jurisdiction where you are licensed to use the Software, and shall pay any damages or costs finally awarded (or agreed in settlement) provided that you: (a) notify Eluviant in writing of the claim promptly and in any event within fifteen (15) business days after becoming aware of it, a failure to do so excusing Eluviant only to the extent that it is materially prejudiced by the delay; (b) grant Eluviant control of the defence and settlement, save that Eluviant shall not settle on terms imposing any non-monetary obligation or admission of liability on you without your prior written consent, not to be unreasonably withheld; and (c) provide all reasonable assistance to Eluviant as may be requested in writing.

17.2. Exclusions.  Eluviant shall have no liability under clause 17.1 to the extent the claim arises from: (i) modification of the Software by anyone other than Eluviant; (ii) combination of the Software with products, software or data not provided by Eluviant; (iii) your continued use of the Software after Eluviant has provided a replacement or modified version; (iv) any Third Party Software supplied by a person other than Eluviant, or any Third Party Software supplied by Eluviant to the extent the claim arises from your use of it otherwise than as part of the Software; (v) any Video Content; (vi) your breach of this Agreement; (vii) use of the Software other than in accordance with this Agreement; or (viii) any claim that the implementation of an industry video or audio compression standard infringes a patent essential to that standard.

17.3. Mitigation.  If a claim under clause 17.1 is, or is likely in Eluviant’s opinion to be, upheld, Eluviant may at its expense and option: (a) procure for you the right to continue using the Software; (b) replace or modify the Software so that it becomes non-infringing; or (c) terminate your licence and refund the unused portion of any prepaid fees.

17.4. Your Indemnity. You hereby indemnify Eluviant, its Affiliates and their respective officers, directors and employees against all losses, liabilities, damages and expenses (including reasonable legal fees) arising out of or in connection with: (a) any use of the Software, as well as any act or omissions in relation thereto; (b) any claim that your data, or its use by Eluviant in accordance with this Agreement, infringes the rights of any third party; or (c) use of any third-party products or services in conjunction with the Software.

17.5. Sole Remedies. This clause 17 states the parties’ entire liability and exclusive remedies for third-party infringement claims.

17.6. Biometric and Surveillance Technology Indemnity. Without limiting clause 17.4, you hereby indemnify Eluviant, its Affiliates and their respective officers, directors and employees against all losses, liabilities, damages and expenses (including reasonable legal fees) arising out of or in connection with: (a) your deployment, configuration or use of the Facial Recognition or LPR Add-Ons (including the creation, maintenance and use of any Watchlists); (b) any claim by a data subject or supervisory authority arising from your processing of Biometric Data or Special Category Data in connection with the Software; (c) any claim arising from your failure to comply with applicable Data Protection Laws (including any US state biometric privacy laws), the EU AI Act, or any other applicable law or regulation in connection with the Facial Recognition or LPR Add-Ons; or (d) any claim arising from automated decision-making based on outputs of the Facial Recognition or LPR Add-Ons where you have failed to comply with the Human-in-the-Loop Requirement. Clauses 17.4 and 17.6 do not apply to the extent that a loss arises from Eluviant’s breach of this Agreement or from a failure of the Software, used in accordance with the Documentation, to conform materially to the Documentation.

18. Limitation of Liability

18.1. Save in respect of your liability for unlicensed use of the Software, for breach of clause 2 (Licence Limitations) or clause 9 (Confidentiality), or under clause 17.6 (Biometric and Surveillance Technology Indemnity), neither party shall be liable to the other for any loss of profits, loss of revenue, loss of anticipated savings, loss or corruption of data, or any indirect, consequential or special loss or damage, however arising and whether in contract, tort (including negligence) or otherwise.

18.2. Subject to clause 18.3, Eluviant’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of: (a) the total licence fees actually paid (or payable) by you to Eluviant or its Channel Partner for the Software giving rise to the claim in the twelve (12) months preceding the event giving rise to liability; or (b) five hundred thousand United States Dollars (USD 500,000), save that: (i) Eluviant’s aggregate liability under clause 17.1 for claims alleging infringement of copyright or trade marks shall not exceed one million United States Dollars (USD 1,000,000); (ii) its aggregate liability for breach of clause 10 (including the Data Processing Terms) shall not exceed two million United States Dollars (USD 2,000,000); and (iii) its liability under clause 17.1 for claims alleging infringement of patents, and any liability to the extent it arises from the processing of Biometric Data, is subject to the limit in (a) and (b) above and is not increased by (i) or (ii). Your aggregate liability under clauses 14.2 and 17.4 is subject to the same construction and the same figures, save in respect of your liability for unlicensed use of the Software, for breach of clause 2 (Licence Limitations), for breach of clause 9 (Confidentiality) and under clause 17.6 (Biometric and Surveillance Technology Indemnity).

18.3. Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be limited or excluded by law.

18.4. For the avoidance of doubt, the limitations and exclusions set out in this clause 18 shall apply to any and all claims arising out of or in connection with the Facial Recognition and LPR Add-Ons, including but not limited to claims relating to the accuracy, reliability or performance of such Add-Ons, the processing of Biometric Data, or any actions taken or not taken in reliance on outputs generated by such Add-Ons.

19. Term and Termination

19.1. This Agreement commences on the earlier of the Delivery Date or the date you first install or use the Software and continues for the Usage Term, unless terminated earlier in accordance with this clause 19.

19.2. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days of such notice.

19.3. Eluviant may terminate this Agreement immediately on written notice to you if you: (a) breach clause 1 (Grant of Licence), clause 2 (Licence Limitations), clause 8 (Intellectual Property), clause 9 (Confidentiality) or clause 21 (Export Compliance); (b) commit a material breach of clause 10 (Data Protection), clause 12.4 (Facial Recognition Add-On — Additional Terms) or clause 12.5 (LPR Add-On — Additional Terms) that is incapable of remedy, or that you fail to remedy within ten (10) business days of Eluviant’s written notice requiring you to do so; or (c) become insolvent or unable to pay your debts as they fall due.

19.4. Upon termination or expiry of this Agreement: (i) all licences granted to you shall cease immediately; (ii) you shall immediately cease all use of the Software and destroy (or at Eluviant’s option, return) all copies; and (iii) clauses which by their nature are intended to survive shall survive, including clauses 2, 3, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22 and 23 and the Data Processing Terms.

20. Suspension

Eluviant may suspend your access to the Software on written notice if Eluviant reasonably believes you are using the Software in a manner that poses an imminent security risk, infringes Intellectual Property Rights or violates applicable law, in which case the suspension may take effect immediately. In any other case of breach, including non-payment, Eluviant will give you not less than ten (10) business days’ written notice and an opportunity to remedy before suspending. Eluviant will not suspend your access on account of a payment dispute between you and a Channel Partner without first giving you that notice and a reasonable opportunity to pay Eluviant directly. Any suspension will be no wider than necessary and will be lifted promptly once the issue is remedied.

21. Export Compliance

You shall comply with all applicable export control and sanctions laws and regulations of the United Kingdom, the European Union, the United States of America and any other relevant jurisdiction.  You represent that you are not located in, and shall not export or re-export the Software to, any country subject to comprehensive UK, EU or US sanctions, nor to any individual or entity listed on UK, EU or US sanctions lists.

22. General

22.1. Governing Law and Jurisdiction.  This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by, and construed in accordance with, the law of England and Wales. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim, save that either party may seek urgent interim or injunctive relief in any jurisdiction to protect its Intellectual Property Rights or Confidential Information. Where you acquired the Software through a Channel Partner whose agreement with Eluviant provides for arbitration, that provision governs disputes between Eluviant and that Channel Partner only and does not apply to this Agreement.

22.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous understandings. No purchase-order terms or other document issued by you shall vary this Agreement unless signed by an authorised representative of Eluviant.  If you and Eluviant have signed a separate written agreement governing your use of the Software, that agreement prevails over this Agreement to the extent of any conflict.

22.3. Variation.  Except as expressly stated in this Agreement (including in clauses 6.1, 6.2, 7.7 and 12.3), any variation to this Agreement must be in writing and signed by both parties. Eluviant may update this Agreement only in accordance with clause 6.2. The version in force when an Order is accepted governs the licences supplied under that Order until an amendment takes effect for you under clause 6.2.

22.4. Assignment.  You may not assign, transfer or novate any of your rights or obligations under this Agreement without Eluviant’s prior written consent. Eluviant may assign its rights and obligations on written notice as part of a re-organisation, merger, acquisition or sale of assets.

22.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, or if not possible, deleted, and the remaining provisions shall remain in full force.

22.6. Waiver.  No failure or delay by either party to exercise any right under this Agreement shall constitute a waiver of that right.

22.7. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment) due to an event beyond its reasonable control, provided it uses reasonable endeavours to mitigate the effect.

22.8. Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties. Each party is an independent contractor.

22.9. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognised overnight courier (with written confirmation of receipt); or (c) on the date sent by email, provided that no delivery failure notification is received and a copy is sent by another method described above. Notices must be sent to the addresses or email addresses specified by each party in this Agreement or as otherwise notified in writing.

22.10. Third Parties. A party who is not a party to this Agreement shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.

23. Definitions

In this Agreement, unless otherwise defined in the body of the Agreement capitalised terms have the meanings set out below.

“Active Analytic Channel” means a single video stream on which the Software is configured to perform analysis at a given time, and is the unit by which Software licences are counted. A virtual, derived, duplicated or re-encoded view of a stream already licensed as an Active Analytic Channel consumes no additional licence.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Authorised Third Party” means (i) your employees and individual contractors acting on your behalf and under your direction, and (ii) service providers engaged by you to operate the Software solely for your internal business purposes, provided always that you remain responsible for their compliance with this Agreement.

“Biometric Data” means any personal data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person, which allow or confirm the unique identification of that natural person, including facial images and dactyloscopic data, and includes “biometric information” and “biometric identifiers” as those terms are defined under applicable US state biometric privacy laws.

“Channel Partner” means an Eluviant authorised reseller, distributor or systems integrator authorised by Eluviant to sell and support the Software.

“Confidential Information” means all information, in any form, disclosed by one party (“Discloser”) to the other party (“Recipient”) that is marked or identified as confidential or which ought reasonably to be understood to be confidential, including source code, product roadmaps, pricing and business plans.

“Control” means ownership of more than fifty per cent (50 %) of the voting securities of an entity or the ability otherwise to direct its affairs.

“Data Processing Terms” means Eluviant’s data processing terms for end users, in the version in force when your Order is accepted (as amended in accordance with clause 6.2), published at www.eluviant.com/legal/data-processing-terms and available from Eluviant on request. The Data Processing Terms form part of this Agreement and apply only where Eluviant processes personal data on your behalf. The list of sub-processors referred to in them is published separately and may be updated as they provide.

“Data Protection Laws” means (i) the UK GDPR; (ii) the Data Protection Act 2018; (iii) the Data (Use & Access) Act 2025; (iv) the EU GDPR; (v) the California Consumer Privacy Act of 2018 (as amended) (“CCPA”); (vi) the Illinois Biometric Information Privacy Act (“BIPA”); and (vii) any other applicable data protection or privacy laws, in each case as amended, replaced or superseded from time to time.

“Delivery” means the making available of the Software for download by the End User or Channel Partner (as the case may be) via the Partner Portal.

“Delivery Date” means the date on which we first make the Software available to you or the Channel Partner (whichever is the earlier) for download through the Partner Portal.

“Documentation” means the user manual and the installation manual supplied by Eluviant for the Software, including the camera and environmental thresholds referred to in clause 16.1, as updated by Eluviant from time to time.

"End User" means the individual or entity that acquires, accesses, or uses the Software, either directly from Eluviant or through a Channel Partner, for its own internal business purposes as provided for in this Agreement.

“EU AI Act” means Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence, as amended from time to time.

“Facial Recognition” or “FR” means the Add-On module that uses Biometric Data to identify or verify the identity of a natural person by comparing facial features captured from video or image content against a stored reference dataset or watchlist.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights to preserve the confidentiality of information, and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.

“Licence Pool” means one or more Software licences purchased, allocated, or otherwise made available to you or the Channel Partner under this Agreement, which may be assigned, re-assigned, or managed by you or the Channel Partner via the Partner Portal, subject to the terms and conditions of this Agreement.

“Licence Activation Date” means the date on which the first licence within a designated Licence Pool is activated following an Order. The SUP term for that pool begins at the end of the Commissioning Grace Period following this date (clause 7.5), and it is used to determine the SSED for all licences within the pool.

“LPR” or “Licence Plate Recognition” means the Add-On module that uses optical character recognition and related technologies to capture, read and process vehicle licence plate numbers from video or image content.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses.

“Order” means any order form, purchase order, statement of work, or other ordering document (including those submitted electronically via the Partner Portal) that is accepted by Eluviant or a Channel Partner and sets forth the Software, modules, services, quantities, pricing, Usage Term, and any other applicable terms and conditions agreed between you and Eluviant or the Channel Partner.

“Partner Portal” means the online platform or interface provided by Eluviant through which you or the Channel Partner may access, download, activate, manage, or otherwise administer the Software and related licences, as may be updated or replaced by Eluviant from time to time.

“Permitted Recipients” means, in relation to a Recipient, the employees, officers, contractors and professional advisers of the Recipient and its Affiliates and, where you are the Recipient, your Authorised Third Parties and the Channel Partner from whom you acquired the Software.

“Software” means Eluviant’s proprietary software platform, including the features of the licence tier and the modules licensed in your Order, Updates, Upgrades, patches, bug fixes and copies, together with the Documentation. Add-Ons are not part of the Software unless expressly licensed in your Order.

“Special Category Data” means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, Biometric Data processed for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex life or sexual orientation, as defined in Article 9 of the UK GDPR and/or EU GDPR.

“SSED” means Single SUP Expiry Date, which is the date at which all licences associated with a Licence Pool expire.

"SUP" means the Support and Upgrade Plan provided by Eluviant, which entitles you, during the SUP term for which you have paid (ending on the applicable SSED), to receive technical support services, Updates, Upgrades, and other maintenance services for the Software, as further described in clause 7, the Documentation or your Order acknowledgement.

“Third Party Software” means software, libraries or components included in, used by or accessible through the Software that are owned or licensed by third parties, including open source software.

“UK GDPR” has the meaning given to it in section 3(10) of the Data Protection Act 2018.

“Update” or “Upgrade” means a modification of the Software made available by Eluviant that corrects errors, adds new functionality or otherwise improves the Software.

“Usage Term” means the period of time for which you are authorised to use the Software, as indicated in your Order acknowledgement or in the licence key, and any renewal or extension of it.

“Video Content” means video and image content (including any associated audio and metadata) captured by cameras connected to, or otherwise processed by, the Software.

“Watchlist” means a list maintained by you for use with the Facial Recognition Add-On or the LPR Add-On, against which live or recorded video is matched. An FR Watchlist contains Biometric Data (such as facial templates) and any associated reference images or metadata. An LPR Watchlist contains vehicle registration numbers and any associated metadata. A Watchlist may be a “Deny List” (persons or vehicles whose detection triggers an alert or other action) or an “Allow List” (persons or vehicles authorised for access or other favourable treatment).

BY INSTALLING, ACCESSING OR USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.