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LEGAL

End User Licence Agreement

Eluviant Ltd  ·  Company No. 10790565  ·  02 July 2026

IMPORTANT — PLEASE READ CAREFULLY

By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement.

This End User Software Licence Agreement ("Agreement") is a legal contract between you (either an individual or the entity on whose behalf you are acting) and Eluviant Ltd., a company incorporated in England and Wales with company number 10790565.

If you do not agree to the terms of this Agreement, do not install, copy, access or use the Software.

1. GRANT OF LICENCE

Eluviant grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence.

Subject to your continuous compliance with this Agreement and payment of all applicable Fees, Eluviant grants you a licence to install and use one (1) copy of the Software on one (1) server, virtual machine or other device expressly authorised in writing by Eluviant or its Channel Partner.

The Software is licenced, not sold. All rights not expressly granted are reserved by Eluviant. One licence is required per video channel being analysed. Licences may be purchased as a paid-up licence or on a monthly subscription basis.

2. LICENCE LIMITATIONS

Except as expressly permitted by law or prior written agreement, you shall not:

  • Copy, adapt, modify, merge, translate, decompile, disassemble, reverse engineer or create derivative works
  • Sell, lease, rent, loan, sub-licence, publish, distribute or otherwise transfer the Software
  • Use the Software for the benefit of any third party via service bureau or similar arrangement
  • Bypass or disable any licence key, usage meter or technical access control
  • Remove or obscure any proprietary notices on or in the Software
  • Use the Software in combination with equipment or software that infringes third-party IP rights
  • Use the Software in nuclear, aviation, navigation, life-support or other inherently dangerous applications
  • Export the Software in violation of applicable export control laws
3–5. FEES, ORDERS AND DELIVERY

All Fees and payment terms will be as agreed between you and the Channel Partner.

If you fail to make any payment by the due date, Eluviant reserves the right to suspend your access to and use of the Software.

Orders placed directly with Eluviant are subject to written acceptance by Eluviant. Orders placed with Channel Partners are governed by the terms agreed with that partner.

Delivery occurs by making the Software available for download via the Partner Portal. The Delivery Date is the date on which Eluviant first makes the Software available for download. You are responsible for accessing the Portal and downloading the Software.

6–7. UPDATES, UPGRADES AND SUPPORT PROGRAMME

The Eluviant Support and Upgrade Programme (SUP) provides software support, upgrades, and technical assistance.

Subject to a valid SUP, Eluviant may make Updates or Upgrades available from time to time. All new paid-up licence purchases require a minimum one (1) year SUP.

Level 3 support is exclusively provided by the Eluviant technical team and is included within the SUP package. Level 1 and Level 2 support are primarily delivered by Channel Partners.

The Licence Activation Date of the first licence in a pool triggers the commencement of the twelve (12) month SUP term for the entire pool.

8. INTELLECTUAL PROPERTY

Eluviant and its licensors remain the exclusive owner of all rights, title and interest in the Software.

No rights are granted to you other than the licence to use the Software as expressly set out in this Agreement. Eluviant is the owner of the SENTRY, ELUVIANT and related trade marks in numerous jurisdictions.

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

9–10. CONFIDENTIALITY AND DATA PROTECTION

Each party shall comply with its respective obligations under the UK GDPR, Data Protection Act 2018 and the Data (Use & Access) Act 2025.

You shall keep confidential all information relating to the Software (including Documentation) and not disclose it to any third party except as expressly permitted.

You acknowledge that any personal information processed in connection with the Software shall remain your responsibility as Data Controller. You shall implement appropriate technical and organisational measures to protect personal information. Eluviant shall have no liability for your failure to comply with your data protection obligations.

12–13. ADD-ONS AND ARTIFICIAL INTELLIGENCE

Optional add-on modules and AI features may be licenced separately.

Add-Ons may include: Deep Learning Object and Behaviour Classification, Left Object Module, Tripwire Module, Aurora (Generative AI), KeepWatch, Licence Plate Recognition (LPR), and facial recognition.

AI DISCLAIMER: The outputs generated by Aurora or any other AI-powered Add-On are produced autonomously 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. You are solely responsible for reviewing, validating, and making decisions based on any AI-generated outputs.

16–18. WARRANTY, INDEMNITIES AND LIMITATION OF LIABILITY

Eluviant warrants that the Software will materially conform to Documentation for 12 months from Delivery Date.

LIMITATION OF LIABILITY: 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.

Eluviant's total aggregate liability shall not exceed the total licence fees actually paid by you in the twelve (12) months preceding the event giving rise to liability.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot be limited by law.

19–22. TERM, TERMINATION, SUSPENSION AND GENERAL

This Agreement commences on the Delivery Date and continues for the Usage Term.

Either party may terminate on 30 days' written notice of material breach. Eluviant may terminate immediately for breach of licence terms, confidentiality, data protection, or export compliance obligations, or upon insolvency.

Upon termination: all licences cease immediately; you must cease all use of the Software and destroy all copies.

Governing Law: This Agreement is governed by the law of England and Wales. The courts of England shall have exclusive jurisdiction to settle any dispute or claim.

DEFINITIONS

Key terms used in this Agreement.

"Channel Partner" — An Eluviant authorised reseller, distributor or systems integrator.
"Documentation" — User instructions, technical literature and other materials supplied by Eluviant.
"Licence Pool" — One or more Software licences purchased, allocated, or otherwise made available to you.
"Licence Activation Date" — The date on which the first licence within a designated Licence Pool is activated.
"Partner Portal" — The online platform through which you may access, download, activate, and manage the Software.
"Software" — Eluviant's proprietary software platform, including all modules, Updates, Upgrades, patches, bug fixes and copies.
"SUP" — Support and Update Plan entitling you to receive technical support services, Updates, and Upgrades.
"Usage Term" — The period of time for which you are authorised to use the Software.