End User License Agreement

1. Introduction

This End User License Agreement ("Agreement") is a legally binding contract between you (the "Licensee") and TR7 Ltd, a company incorporated in England and Wales ("TR7", "we", or "us"). This Agreement governs your use of TR7 software products, including but not limited to the TR7 Application Security Platform, Application Delivery Controller, Web Application Firewall (WAF), Global Traffic Manager (GTM), Application Access Manager (AAM), and DDoS Protection modules (collectively, the "Software"). 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. If you do not agree, you must not install or use the Software.

2. Definitions

In this Agreement, the following terms shall have the meanings set out below:

• "Authorized Users" means the individuals authorized by the Licensee to access and use the Software, as specified in the applicable Order Form or license key.
• "Documentation" means the user manuals, technical specifications, API documentation, and other materials provided by TR7 in connection with the Software.
• "Order Form" means any ordering document, quote, or purchase order executed between TR7 and the Licensee specifying the Software, license type, term, and fees.
• "Perpetual License" means a license to use the Software indefinitely, subject to the terms of this Agreement and payment of the applicable license fee.
• "Subscription License" means a license to use the Software for a specified term, as set out in the applicable Order Form.
• "Updates" means bug fixes, patches, and minor version releases of the Software that TR7 makes generally available to licensees with an active support agreement.

3. License Grant

Subject to the terms of this Agreement and payment of all applicable fees, TR7 grants the Licensee a non-exclusive, non-transferable, non-sublicensable license to install, use, and access the Software in object code form solely for the Licensee's internal business purposes. The license type (Perpetual or Subscription), scope, capacity, and any additional terms shall be as specified in the applicable Order Form. The Software may be deployed on the Licensee's own infrastructure (on-premises) or on virtual/cloud environments as specified in the Order Form. The license is limited to the number of Authorized Users, throughput capacity, or other metrics specified in the Order Form.

Employee Use

The Licensee may permit its employees, contractors, and authorized representatives to use the Software solely on the Licensee's behalf and within the scope of the Licensee's business operations. Such use shall be governed by this Agreement, and the Licensee remains responsible for compliance by all such individuals. Use by parties outside the Licensee's organization, including affiliates and subsidiaries unless explicitly licensed, is not permitted.

4. License Restrictions

The Licensee shall not, and shall not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works based on the Software, except as expressly permitted by this Agreement or applicable law.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
• Sublicense, sell, resell, lease, rent, loan, distribute, or otherwise transfer the Software or any rights therein to any third party.
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Software or Documentation.
• Use the Software to provide services to third parties (such as managed services, hosting, or time-sharing) unless expressly authorized in a separate written agreement with TR7.
• Use the Software in excess of the licensed capacity, number of Authorized Users, or other limitations specified in the Order Form.
• Use the Software for any unlawful purpose or in violation of any applicable laws, regulations, or industry standards.
• Benchmark or conduct performance testing on the Software for the purpose of publishing results or comparisons without the prior written consent of TR7.

5. Intellectual Property

The Software, including all copies, modifications, and derivative works, is and shall remain the exclusive property of TR7 and its licensors. This Agreement does not convey to the Licensee any ownership interest in or to the Software, but only a limited right of use in accordance with the terms herein. All intellectual property rights, including patents, copyrights, trademarks, trade secrets, and any other proprietary rights in the Software, are and shall remain vested in TR7. The Licensee acknowledges that the Software contains valuable trade secrets and confidential information of TR7.

6. Confidentiality

The Licensee agrees that the Software, Documentation, and any information disclosed by TR7 in connection with this Agreement constitute confidential information of TR7. The Licensee shall not disclose such confidential information to any third party without the prior written consent of TR7, and shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. This obligation shall survive the termination of this Agreement.

7. Warranty Disclaimer

TR7 warrants that the Software will perform substantially in accordance with the Documentation for a period of thirty (30) days from the date of delivery (the "Warranty Period"). TR7's sole obligation and the Licensee's exclusive remedy for any breach of this warranty shall be, at TR7's option, to repair or replace the non-conforming Software or to refund the license fees paid for the non-conforming Software.

EXCEPT FOR THE EXPRESS WARRANTY SET OUT ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND TR7 DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TR7 DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

Technical Support

Technical support, software updates, and maintenance services are not included with this license unless purchased separately under a TR7 support contract. Where support is provided, it is delivered subject to the applicable support tier terms. TR7 makes no representation that any particular issue will be resolved within a specific timeframe outside of contracted SLA commitments.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TR7 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TR7 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TR7'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES PAID BY THE LICENSEE TO TR7 IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE ANNUAL LICENSE FEE PAID UNDER THE APPLICABLE ORDER FORM. Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by applicable law.

9. Indemnification

TR7 shall defend, indemnify, and hold the Licensee harmless from and against any third-party claims alleging that the unmodified Software, as delivered by TR7, infringes any valid patent, copyright, or trademark in the United Kingdom, provided that the Licensee (a) promptly notifies TR7 in writing of such claim within ten (10) business days, (b) grants TR7 sole control of the defense and settlement of such claim, and (c) provides all reasonable assistance at TR7's expense. TR7 shall have no obligation under this Section if the alleged infringement arises from (i) modification of the Software by anyone other than TR7, (ii) combination of the Software with third-party products not provided or approved by TR7, (iii) use of the Software in a manner not contemplated by the Documentation, or (iv) use of a superseded version of the Software where infringement would have been avoided by using a current version. If the Software is found to infringe, TR7 may, at its sole option, (i) procure the right for the Licensee to continue using the Software, (ii) modify the Software to make it non-infringing, or (iii) terminate this Agreement and refund any prepaid, unused license fees on a pro-rata basis. THIS SECTION STATES TR7'S ENTIRE LIABILITY AND THE LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.

10. Term and Termination

This Agreement is effective from the date of acceptance and shall continue for the term specified in the Order Form. For Perpetual Licenses, the Agreement continues indefinitely unless terminated. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

Upon termination, the Licensee must immediately cease all use of the Software and destroy or return all copies of the Software and Documentation in its possession. Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranty Disclaimer), 8 (Limitation of Liability), and 14 (Governing Law) shall survive termination.

License Transfer

The Licensee may not assign, sublicense, lease, rent, or otherwise transfer the rights granted under this Agreement to any third party without TR7's prior written consent. Any attempted transfer in violation of this clause shall be null and void. TR7 may, at its sole discretion, approve a transfer in connection with a corporate merger, acquisition, or similar business event, subject to the transferee accepting the terms of this Agreement.

License Verification

The Licensee acknowledges that the Software may include mechanisms to verify license compliance, including periodic checks, hardware/virtual identification, and usage telemetry limited to license enforcement purposes. Upon reasonable notice, TR7 reserves the right to audit the Licensee's use of the Software. The Licensee agrees to cooperate with such audits and provide records sufficient to verify compliance with this Agreement.

11. Data Protection

To the extent that the Software processes personal data on behalf of the Licensee, the parties agree to enter into a separate Data Processing Agreement (DPA) in compliance with the UK General Data Protection Regulation (UK GDPR) and, where applicable, the EU General Data Protection Regulation (EU GDPR). The Licensee is responsible for ensuring that its use of the Software complies with all applicable data protection laws and regulations.

12. Export Compliance

The Licensee acknowledges that the Software may be subject to export control laws and regulations of the United Kingdom, the European Union, and other jurisdictions. The Licensee agrees to comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Software to any country, entity, or person prohibited by such laws without obtaining the necessary governmental authorizations.

Use by Public Authorities

Where the Licensee is a government, public authority, or entity acting on their behalf, the Software is licensed under the same terms as commercial users, with the following clarifications: (a) any restrictions on disassembly, reverse engineering, and modification apply equally regardless of public sector status; (b) governing law and dispute resolution provisions remain enforceable to the extent permitted by applicable law; (c) the Licensee shall ensure compliance with any applicable public procurement and transparency obligations.

13. General Provisions

Entire Agreement. This Agreement, together with any applicable Order Form and DPA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Amendment. This Agreement may only be amended in writing signed by both parties.

Assignment. The Licensee may not assign this Agreement without the prior written consent of TR7. TR7 may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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

Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government action, cyber attacks, or failure of third-party infrastructure.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not create any rights in favour of any third party.

Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form. Notices shall be deemed delivered upon receipt if sent by registered mail or upon transmission if sent by email with confirmed delivery.

Independent Contractor. TR7 is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

14. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

15. Contact Information

For questions regarding this Agreement, please contact:

TR7 Ltd
EAGLE TOWER, Montpellier Drive, Office Suite 120
Cheltenham GL50 1TA, Gloucestershire, United Kingdom
Email: legal@tr7.com