EULA

Last updated June 1, 2024

IMPORTANT: PLEASE READ THIS END-USER LICENCE AGREEMENT (EULA) CAREFULLY. BY CLICKING THE “I ACCEPT” OR “YES” BUTTONS OR BY OTHERWISE INDICATING ASSENT BY DOWNLOADING, INSTALLING OR USING ANY DGWISE DESKTOP OR MOBILE CLIENT SOFTWARE, DGWISE ONLINE SOFTWARE MANAGEMENT PORTAL, THE DGWISE WEBSITES AND ANY SERVICES ENABLED THEREBY (THE “SOFTWARE”) YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU AND DGWISE AND ITS PARENT AND SUBSIDIARIES AND RELATED ENTITIES (COLLECTIVELY, “DGWISE”). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INDICATE ASSENT AND DO NOT USE THE SOFTWARE REFERENCES TO “YOU” AS USED IN THIS AGREEMENT, INCLUDING ANY INDIVIDUAL WHO DOWNLOADS, INSTALLS OR USES THE SOFTWARE AND/OR ANY COMPANY OR OTHER LEGAL ENTITY WHOSE EMPLOYEES OR AGENTS DOWNLOAD, INSTALL OR USE THE SOFTWARE DGWISE IS WILLING TO LICENSE THE SOFTWARE TO YOU AND TO PROVIDE THE SERVICES ENABLED THEREBY ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENCE AGREEMENT. YOU AGREE THAT DGWISE SHALL HAVE THE RIGHT TO ENFORCE THIS AGREEMENT AS NECESSARY TO PROTECT RIGHTS AND INTERESTS IN THE SOFTWARE AND RELATED SERVICES. USE OF SOME MATERIALS PROVIDED BY THIRD PARTIES AND INCLUDED IN THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS, WHICH MAY BE FOUND IN A SEPARATE LICENCE AGREEMENT OR IN A “READ ME” FILE.

We reserve the right to modify this End User Licence Agreement (EULA) at any time without notice. Please review it frequently. The updated version will be indicated by the “last updated date” and will be eXective as soon as it is accessible. If we make material changes, we will notify you either here, post a notice on our website, or send you a notiﬁcation directly.

1. Grant of Limited Licence

Subject to the terms and conditions of this Agreement, DGwise hereby grants you a nonexclusive and nontransferable licence, with restrictions as described below, to use the Software, in object code only, including any documentation accompanying the Software (the “Documentation”), for your internal use. You may install the Software on the agreed number of devices (designated at the time of sale by the DGwise distributor) but not on more than six devices in a single household. You may also make one copy of the Software for archival purposes. You shall have no right to ship, sublicense, sell, resell or otherwise distribute the Software, either as a stand-alone product or bundled with other products, to third parties or to use it for any services for third parties. You may not use the Software in a production environment, for commercial purposes, or in any manner intended to generate revenue.

2. Versions; Term

If you have downloaded a pilot or trial version of the Software, the licence granted herein is for use only during the pilot or trial period. Unless you purchase a licence to the Software or we otherwise (in our sole discretion) allow you to continue to use the Software, at the end of the pilot or trial period, this licence shall terminate. Upon termination of this licence, some or all the functions of the Software may become inoperable, and your ability to use the DGwise service may become limited or cease altogether. If you have purchased a licence to the Software, you shall continue to have the rights outlined in paragraph 1 of this Agreement until the expiration or termination of your purchased licence. If there is a pre-purchase free trial period, no refunds are permitted for purchases made at the end of the free trial period. If there is a post- purchase trial period, no refunds are allowed at the end of the post-purchase trial period. We will notify you approximately 30 days before the end of the term of your purchased subscription. If you do not otherwise elect, we will automatically renew your subscription at the end of the term. Upon termination of this licence, you shall immediately uninstall the Software and destroy all related documentation and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory and whether modiﬁed or merged into other materials.

3. Limitations and Restrictions on Use

You may not do any of the following: (a) copy the Software, the Documentation or any other material accompanying the Software; (b) transfer, sublicense, rent, or lease any portion of the Software; (c) modify the Software or create derivative works based on the Software or any portion thereof; (d) reverse engineer, decompile, reverse assemble, disassemble or otherwise attempt to obtain the source code for the Software; (e) make any third-party software contained in the Software a stand-alone product; (f) use the Software in any manner not permitted by this Agreement; or (g) remove any proprietary notice of DGwise or any other party from your copy of the Software or Documentation. In addition, you may not use the Software in automatic, semi-automatic or manual tools designed to create or detect malware (viruses, spyware, screen scrapers, keylogging tools, etc.)

4. Intellectual Property Ownership; Copyright

The software’s structure, organisation, and code are valuable trade secrets and conﬁdential information for DGwise and its suppliers. You have no ownership rights in the Software. You are granted no rights in the Software other than the limited rights expressly outlined in this Agreement. DGwise expressly reserves to itself and its suppliers all rights not expressly granted to you in this Agreement. The Software (including any software, images, graphics, photographs, and text incorporated in the Software or embedded in any material accompanying the Software or the services enabled by the Software) is owned by DGwise and its suppliers and is protected by law, including, without limitation, the copyright laws of the United States and other countries as well as international treaties. Except as expressly permitted by this Agreement, copying the Software, any portion of the Software, or any of the materials accompanying the Software is strictly prohibited by such laws and treaties.

5. Third Party Applications

The Software is designed to allow you to use software applications made available by third parties. Your use of a third-party application shall be governed by the licence agreement applicable to such third-party application, not by this Agreement. For example, the Internet Explorer browser, accessible via the Software, is governed by Microsoft’s End User Licence Agreement. Nothing in this Agreement will be construed to grant any rights in a third-party application not otherwise granted under the terms of such third-party application licence agreement or to limit any rights granted under such third-party application licence agreement.

6. DGwise reserves the right to modify the Software at any time

DGwise may distribute modiﬁcations or updates to the Software or portions of the Software to reﬂect new or changing threats. In addition, DGwise may distribute “bug ﬁxes” or other revisions to the Software. You will be entitled to such updates if DGwise, at its sole discretion, decides to make them available to you.

7. No Warranty: This Software is being delivered

“AS IS.” DGWISE AND ITS SUPPLIERS DO NOT MAKE OR PASS ON TO YOU OR TO ANY THIRD PARTY ANY WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, PERFORMANCE, SATISFACTORY QUALITY, NON- INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DGWISE AND ITS SUPPLIERS SPECIFICALLY DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. DGWISE AND ITS SUPPLIERS MAKE NO WARRANTY CONCERNING THE AVAILABILITY OF DGWISE’S OR ITS SUPPLIER’S WEBSITES ON THE WORLD WIDE WEB.

8. Disclaimer of Damages; Limitation of Liability

SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL DGWISE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER, OR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR LOST SAVINGS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF DGWISE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. IN NO CASE SHALL DGWISE’S OR ITS SUPPLIERS’ LIABILITY EXCEED THE PURCHASE PRICE OF THE

SOFTWARE. The Software is not designed for and is not intended for use in hazardous environments requiring fail-safes (fault-tolerant) performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traXic control, weapons or defence systems, life support systems or any other context in which the failure of the Software could lead directly to death, personal injury or severe damage to property or the environment. DGwise and its suppliers disclaim any express or implied warranty of the Software’s suitability for these activities. The disclaimers and limitations above apply to you, even if you do not accept this Agreement.

9. Privacy; Third-Party Websites

The policies governing our collection and use of information about you when using the Software and the services enabled by the Software are in our Privacy Declaration. The privacy policy is incorporated by reference into these terms and conditions. DGwise and its suppliers have no control over the function or security of any third-party websites you may visit while using the Software and make no representations or warranties about them. In addition, any information that you share with a third-party website is subject to the website’s privacy policy.

10. Governing Law

(a) This Agreement shall be governed by the laws of Australia without reference to or application of conﬂict of law rules or principles. The United Nations Convention on the International Sale of Goods shall not apply. (b) This Agreement constitutes the entire Agreement between DGwise and you concerning the Software. It supersedes all prior or contemporaneous oral or written communications, proposals and representations concerning its subject matter. In the event of a conﬂict between this Agreement and any term of any purchase order, acknowledgment or invoice, this Agreement shall prevail.

(c) If any part of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and eXect. It shall be interpreted to give eXect to the parties’ intention reasonably. (d) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be eXective unless it is made in writing and is signed by DGwise. (e) DGwise may assign its rights and obligations under this Agreement, without notice, to any aXiliate of DGwise or to any party (or its aXiliate) acquiring DGwise (or any aXiliate of DGwise to which this Agreement has been assigned) or acquiring all or substantially all the assets to which this Agreement applies. (f) This Agreement shall terminate upon your breach of any term contained herein. Upon termination of this Agreement, you shall cease using the Software and destroy all copies in your possession. (g) The disclaimers of warranties and the limitation on damages and liability shall survive termination of this Agreement.

11. Contact DGwise

If you have any questions concerning this Agreement or would otherwise like to contact DGwise please email DGwise at: [email protected]