DroneShield Group Equipment Loan Agreement (“DELA”) Terms (2026)

IMPORTANT – PLEASE READ CAREFULLY: This DroneShield Group Pty Ltd Equipment Loan Agreement (“DELA”) is an agreement between the Borrower and DroneShield Group Pty Ltd. This DELA governs your use of DroneShield’s products. The Products are provided only on the condition that the Borrower agrees to the terms and conditions in this DELA, and as amended from time to time. By accepting this agreement or by using the Products, Borrower acknowledges it has read, understands, and agrees to be bound by this DELA.

(collectively referred to as the Parties).

BACKGROUND

A. DroneShield has the ownership and control of the Equipment.

B. Borrower wishes to borrow the Equipment for the Purpose.

C. The parties agree that these Equipment Loan Agreement Terms and the terms of the applicable Letter apply to the Borrower loaning the relevant Equipment.

OPERATIVE PROVISIONS

1. Definitions

1.1. For the purposes of this Agreement, capitalised words have the following meanings:

(a) Affiliate means, in relation to a party, any third party that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interest of a party;

(b) Agreement means these DELA Terms and the Letter, as supplemented by the EULA;

(d) Commencement Date means the date specified in Item Error! Reference source not found. of the Letter;

(e) Confidential Information means any trade secret, know-how, technical information, or commercially sensitive proprietary, or valuable information concerning the Equipment, DroneShield, and/or its Affiliates, and includes:

(i) Information provided by DroneShield or its Affiliates marked as “confidential”, “commercial in confidence”, or “proprietary”, information identified orally upon disclosure as confidential, and information that, under the circumstances surrounding disclosure, ought to be recognised as confidential;

(ii) technical information about the Equipment; and/or

(iii) DroneShield’s Intellectual Property Rights in the Equipment;

(f) Consequential Loss means any loss under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits or business opportunity, exemplary, punitive, special, incidental, indirect or consequential loss or damage includes loss or damage which cannot be considered to arise in the natural course of things from the breach, or other act or omission, giving rise to the relevant liability;

(g) DroneShield means DroneShield Group Pty Ltd (ABN 44 668 560 610);

(h) Equipment means the goods identified in Item 4 of the Letter;

(i) EULA means the end user license agreement available https://www.droneshield.com/ds-e-u-l-a/;

(j) Intellectual Property Rights or Intellectual Property means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trademarks, trade secrets, technical data, any rights resulting from intellectual activity in the industrial, commercial, scientific and related fields, the right to sue for passing off and rights to use, and protect the confidentiality of, Confidential Information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration;

(k) Item means an Item number in the table within the Letter;

(l) Late Fees means the amount specified in Item 13 of the Letter;

(m) Letter means the letter issued by DroneShield to the Borrower setting out the commercial particulars applicable to the relevant Equipment on loan, including any amendments to these loan terms or any other terms that the parties agree upon;

(n) Loan Term means the loan term specified in Item 7 of the Letter;

(o) Notice Details means the notice details specified in Item 9 of the Letter;

(p) Operative Provisions means the terms contained within this document, as may be amended from time to time;

(q) PPSA means the Personal Property Securities Act 2009 (Cth);

(r) Proof of Delivery means the Proof of Delivery document in Schedule 1 of the Letter, if applicable;

(s) Purpose means the purpose specified in Item 6 of The Letter;

(t) Return Address means the shipping address specified in Item 12 of the Letter;

(u) Shipping Expenses means the shipping expenses specified in Item 8 of the Letter (if any);

(v) Shipping Address means the shipping address specified in Item 10 of the Letter;

(w) Storage Location means the storage location specified in Item 11 of the Letter;

(x) Third Party Recipient means any third party that is not the Borrower or is outside of the Borrower’s organisation, and which receives the Equipment from the Borrower in accordance with clause 3.5; and

(y) Value means the value of the Equipment specified in Item 5 of the Letter.

2. Interpretation

(a) headings are for convenience only and do not affect the interpretation of the Agreement;

(b) references to a party to any agreement or document include that party’s permitted assignees and successors, including executors and administrators and legal representatives;

(d) words denoting any gender include all genders;

(e) the word “person” includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency;

(f) a reference to any agreement or document (including this agreement) includes any amendments, supplements and replacements of that document;

(g) a reference to a law includes:

(i) legislation, regulations, ordinances, rules, orders and other requirements (including requirements for licenses, permits, certifications and approvals) of governmental authorities, and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;

(ii) a constitutional provision or treaty or decree;

(iii) any judgment;

(iv) any principle or rule of the common law or in equity,

and is a reference to that law as amended, consolidated, replaced or re-enacted or applied to new or different facts;

(h) any promise, agreement, representation or warranty given or entered into on the part of two or more persons binds them jointly and each of them severally;

(i) no provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement;

(j) specifying anything in this agreement after the terms “include”, “including”, “includes”, “for example”, “such as” or any similar expression does not limit the sense of the words, description, definition, phrase, term, or alternatives preceding those terms unless there is express wording to the contrary; and

(k) this Agreement includes the Letter and any Schedules, annexures, appendices, attachments and exhibits to it.

3. Use/Disclaimer

3.1 Subject to clause 4.6, DroneShield will loan the Equipment to the Borrower for the Loan Term, which may be extended if agreed to by the Parties in writing.

3.2 The Borrower is solely responsible for the proper use and deployment of the Equipment. The Borrower shall be responsible for training anyone using the Equipment on the proper use of the Equipment in accordance with any Equipment manuals and use procedures and must ensure this is done prior to any of the Equipment being operated in any way.

3.3 DroneShield disclaims all representations and warranties associated with the Equipment and any use of the Equipment, including any warranty of fitness for a particular purpose.

3.4 Borrower agrees to use the Equipment for the Purpose only and on the terms specified in this Agreement. If the Equipment contains any third-party components, software or the like, then the Borrower also agrees to use the Equipment in line with any product use or licensing requirements imposed by the third-party.

3.5 The Borrower agrees not to transfer the Equipment outside of their organisation or to any Third Party Recipient, unless the Borrower has both obtained prior written consent from DroneShield and ensured that the Third Party Recipient is bound by an equivalent loan agreement with terms no less protective to DroneShield that this Agreement and the EULA. ‘Outside’ includes, but is not limited to, any Affiliate, parent company, agent, contractor, sub-contractor, or third party.

3.6 Notwithstanding a scenario where DroneShield consents to the Borrower transferring the Equipment outside of their organisation during the Loan Term, the Borrower will remain wholly liable for the Equipment on the terms of this Agreement at all times.

3.7 The Borrower irrevocably authorises and grants a power of attorney to DroneShield to act on the Borrower’s behalf to do all things necessary against a Third Party Recipient to enforce this Agreement, the EULA and/or any agreement that the Borrower has entered into with a Third Party Recipient as if DroneShield were the Borrower itself. The Borrower will do all things necessary to cooperate and support DroneShield’s efforts to enforce the Agreement, the EULA and/or the Borrower’s agreement with the Third Party Recipient and the Borrower is solely liable for all costs DroneShield incurs (including legal costs on an indemnity basis) in relation to the same.

4. Delivery and Return of Equipment

4.1 DroneShield is the owner of the Equipment and will remain the owner of the Equipment at all times, including any related Intellectual Property. If this Agreement creates any form of title to the Equipment in favour of the Borrower, the Borrower grants to DroneShield a security interest in all Equipment as security for the performance by the Borrower of its obligations to DroneShield from time to time under this Agreement. The Borrower will do all things and sign all documents necessary for DroneShield to perfect its ownership and title.

4.2 The Borrower irrevocably authorises and grants a power of attorney to DroneShield to reclaim possession of any Equipment where the Equipment has not been returned in accordance with the Agreement, including the entry at anytime in and onto any premises that the Borrower has possession of or is entitled to grant access to, for the purpose of reclaiming possession of any Equipment.

4.3 The Borrower acknowledges and agrees that this clause creates a purchase money security interest (“PMSI”) over the Equipment pursuant to Section 14(1)(a) of the PPSA, and that the Borrower has waived its right under Section 157 of the PPSA to receive notice of the relevant verification statement in the event DroneShield elects to register (and hence perfect) that PMSI. If any security interest granted under this Agreement is held by a court of competent jurisdiction to not be, or later ceases to be, a PMSI, it will continue as a valid and enforceable non‑PMSI security interest securing all obligations. The priority and enforceability of DroneShield’s security interest in the Equipment will not be affected by any failure or delay to continuously perfect, maintain, or achieve PMSI status.

4.4 DroneShield will arrange for and manage shipping and delivery of the Equipment at the Borrower’s cost unless otherwise agreed under Shipping Expenses in the Letter. If DroneShield incurs any costs that should be borne by the Borrower, then the Borrower is liable to DroneShield for these costs as a liquidated debt immediately due and payable on demand. In such a case, the Borrower undertakes and warrants that it will promptly reimburse DroneShield for all of these costs in full on an indemnity basis.

4.5 The Borrower undertakes to bear all risk associated with the shipping and delivery referred to in clause 4.4 and assumes this risk from the time that the Equipment is packed and ready to be shipped from DroneShield to the Borrower until it is received by DroneShield at the Return Address. To the extent permitted by law, DroneShield disclaims any liability in any way for any delays in the shipping and delivery of the Equipment to the Shipping Address.

4.6 Borrower shall secure all local, state and country licenses or permits required to use, import and export the Equipment, pay all taxes and fees and comply with all customs, import, and export laws. It is the Borrower's responsibility to:

(a) provide DroneShield with a copy of all import and re-export permits for the Equipment prior to DroneShield shipping any Equipment to the Borrower;

(b) ensure that the Equipment can clear customs when being imported to the Shipping Address and that it will clear customs before departing the place or country of use and is in transit back to DroneShield; and

(c) provide DroneShield with a Commercial Invoice and Packing List for the Equipment on the Borrower’s official company letterhead prior to it being shipped back to DroneShield at the end of the Loan Term.

4.7 If a shipping or logistics partner will not be providing a Proof of Delivery for the Equipment, the Borrower must complete the Proof of Delivery at Schedule 1 of the Letter and provide DroneShield with a completed Proof of Delivery at the same time they receive the Equipment. Once executed, this Proof of Delivery forms part of this Agreement, including as evidence of the delivery and condition of the equipment.

4.8 Equipment will be returned by the Borrower to DroneShield within seven (7) calendar days after the end of the Loan Term, unless another timeframe is agreed to in writing by DroneShield.

4.9 The Borrower must store the Equipment at the Storage Location in a secure manner that is not exposed to the elements and within the Borrower’s control. In the event there is any change to the Storage Location, the Borrower must promptly notify DroneShield in writing and, if requested, provide sufficient documentation to confirm that the alternative location is secure and not exposed to the elements.

4.10 The Borrower acknowledges and agrees that clauses 4.1, 4.2, and 4.4 to 4.9 (inclusive) are material terms of this agreement and that any breach of the same constitutes a material breach of this Agreement by the Borrower. The Borrower warrants and undertakes to wholly indemnify DroneShield for any and all costs, loss and/or damage, including Consequential Loss, that DroneShield incurs as a result of the Borrower’s material breach(es) of any of these clauses.

5. Late Fees

5.1 If the Borrower fails to return the Equipment to DroneShield by the date in clause 4.8, the Borrower shall pay DroneShield late fees accruing in the amount set out at Late Fees in the Letter. The Parties agree that this amount represents a genuine, reasonable, and accurate pre-estimate of the loss that DroneShield will incur as a result of the late return, including loss of use, inconvenience, and administrative costs, and is not intended to be a penalty.

5.2 The total late fees payable under this clause 5 shall not exceed the Value.

5.3 The payment of late fees under this clause 5 shall not limit or waive DroneShield’s right to pursue any other remedies available under this Agreement or applicable law, including specific performance, recovery of the Equipment, loss, damages, and/or equitable relief.

6. Condition of Equipment

6.1. The Borrower agrees to return the Equipment to DroneShield in a good working condition and no less than the condition in which it was first provided to the Borrower. Whether the Equipment is in good working condition will be determined by DroneShield, in its sole discretion, by reference to the condition of the Equipment when it was delivered to the Borrower. Reasonable wear and tear of the Equipment proportional to the duration of the Loan is acceptable.

6.2 If the Equipment is determined in DroneShield’s sole discretion:

(a) to not be in good working condition; and/or

(b) to have damage that exceeds fair wear and tear,

the Borrower agrees it is reasonable and will pay DroneShield a reasonable amount nominated by DroneShield, not exceeding the Value, to recompense DroneShield for any damage to the Equipment.

7. Publication of Relationship

The Borrower agrees and authorises DroneShield to utilise the details of this relationship (including the Borrower’s name and nature of this Agreement) to develop a case study (the Case Study). The Borrower agrees for DroneShield to publish the details of the Case Study publicly. This will include incorporating the Case Study within future tender applications, marketing materials and/or to demonstrate the capabilities of the Equipment for future opportunities.

8. Compliance with Laws

The Borrower will comply with all laws applicable to any transportation, storage, possession, supply, and use of the Equipment by the Borrower and/or third parties authorised by the Borrower in accordance with this Agreement.

9. Replacement

9.1 From the time the Equipment is sent to the Borrower by DroneShield until it is returned to DroneShield by the Borrower in accordance with clause 6.1, the Borrower is responsible for the full cost of repair or replacement of any, or all of, the Equipment that is damaged, lost, stolen, or unable to be returned to DroneShield for any reason.

9.2 If the Equipment is damaged, lost, stolen, or otherwise unable to be returned, the Borrower will promptly notify DroneShield using the applicable Notice Details.

10. Liability

10.1 In consideration for the Equipment loan, the Borrower agrees to indemnify, defend, and hold DroneShield, and its Affiliates (including its parent company) and employees, officers, directors, contractors, agents, assigns and subcontractors harmless from any and all costs (including legal fees on an indemnity basis), damages, losses (including Consequential Loss), claims, causes of actions, expenses and liability of any nature whatsoever incurred under or in connection with the Equipment and/or this Agreement, including but not limited to those arising out of or in connection to the Borrower’s and/or any third-party’s use of the Equipment while under the care, custody, direction, and control of Borrower and failure to return the Equipment. The Borrower’s liability under this clause shall be reduced only to the extent such liability is caused or contributed to by the gross negligence of DroneShield.

10.2 DroneShield, its Affiliates (including its parent company) and any of its or their directors, officers, employees, agents, contractors, assigns and subcontractors, are not liable for any loss or damage (including any Consequential Loss of the Borrower or any third-party) under or in connection with this Agreement, regardless of whether such damages were foreseeable or whether any party or any entity has been advised of the possibility of such damages. DroneShield does not warrant the performance or the suitability of the Equipment for any use, nor make any guarantees in relation to the same.

11. Confidentiality

11.1. From time to time, DroneShield may disclose Confidential Information to the Borrower under or in connection with this Agreement. In relation to all Confidential Information, the Borrower must:

(a) not use any Confidential Information in any way, for its own account or the account of any third-party, except as expressly permitted by, or required to achieve the purposes of or fulfil its obligations under, this Agreement;

(b) keep the Confidential Information secret and confidential and not disclose Confidential Information to any third-party (except as required by law, Court/governmental order, or to that party’s attorneys as reasonably necessary);

(c) take all reasonable security precautions to protect the confidentiality of Confidential Information and to prevent its unauthorised use or disclosure, at least as stringently as the Borrower takes to protect its own information that it deems confidential;

(d) not reverse engineer, decompile, or disassemble any hardware, software, or code disclosed hereunder; and

(e) not use Confidential Information on a Large Language Model, Artificial Intelligence platform/model, or any similar platform/model that is not both private and restricted to the Recipient, nor use Confidential Information to train a Large Language Model, Artificial Intelligence platform/model, or any similar platform/model;

except:

(f) where the information is in the public domain as at the date of this Agreement (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality on the Borrower);

(g) where required to disclose the information by applicable law or the rules of any recognised stock exchange or other document with statutory content requirements, provided that the Borrower has, to the extent permitted by law, consulted with DroneShield as to the form and content of the disclosure;

(h) where the disclosure is permitted under this Agreement;

(i) where disclosure is made to its officers, employees and professional advisers to the extent necessary for the Purpose and in completing the Borrower’s obligations under this Agreement;

(j) where the disclosure is required for use in legal proceedings (including mediation) regarding this Agreement; or

(k) DroneShield has consented in writing before the disclosure.

11.2 All Confidential Information remains the property of DroneShield and its disclosure in any way does not grant any licence, right, title, or interest in the Confidential Information (or in any Intellectual Property Rights) beyond the limited non-exclusive right to access the Confidential Information solely for the purposes of this Agreement. All Confidential Information is provided without any warranty (express or implied) of any kind.

12. Intellectual Property Rights

All Intellectual Property Rights in the Equipment, any software contained in the Equipment, and the Confidential Information are the property of DroneShield. DroneShield grants the Borrower a limited, revocable, and non-exclusive licence to use Intellectual Property Rights in the Equipment strictly only as necessary for the Purpose during the Loan Term. All Intellectual Property and Confidential Information is provided “as is”, without warranty (express or implied) of any kind. This Agreement does not create any obligation on DroneShield to disclose any information to the Borrower. Any Intellectual Property developed by Borrower utilising the Equipment, DroneShield’s Intellectual Property, and/or Confidential Information (including without limitation any test results) will be the sole and exclusive property of DroneShield. Borrower will do all things and sign all documents necessary to immediately assign ownership of such Intellectual Property to DroneShield and provide DroneShield with full copies of any Intellectual Property developed.

13. Record Keeping

13.1 Borrower will maintain accurate records of its activities under this Agreement, including: (i) a current list of the users of the Equipment and any written requests and approvals from DroneShield for further users; (ii) copies of all written agreements executed in relation to this Agreement; (iii) copies of all correspondence with DroneShield and/or any third parties regarding the Equipment; (v) all statistical and usage or similar data collected by the Borrower (or any authorised third parties) in relation to the Equipment. Upon DroneShield’s request, Borrower will provide DroneShield with such records as related to DroneShield transactions.

13.2 In addition or in the alternate to clause 13.1, DroneShield may, upon reasonable notice to Borrower, periodically perform an audit of the records made or to be made by Borrower with respect to the Equipment and any use of the same. Borrower will reasonably cooperate with DroneShield and provide DroneShield with reasonable access to its books and records.

14. Export Controlled Information

14.1 Exchange of Confidential Information, goods, services, technology, software or technical data (“Export Controlled Items”) under this Agreement shall be made in accordance with all applicable export, import and customs laws and regulations, including the Australian Department of Export Controls rules, the U.S. Export Administration Regulations, and any other applicable foreign Government legislation. The Borrower shall:(i) comply with the most current export control and sanctions laws, regulations, and orders applicable at the time of the export, re-export, transfer, disclosure or provision of Export Controlled Items; (ii) cooperate fully with the other party in any official or unofficial audit or inspection; (iii) exercise all reasonable commercial efforts to support the other party in obtaining any necessary export authorisations required; and (iv) not export, re-export, broker, divert or transfer, directly or indirectly, any such Export Controlled Items in violation of any then current export control regulation, or any specific term of this Agreement.

14.2 The Borrower shall not export, re-export, transfer, disclose or otherwise provide any of the other party’s Export Controlled Items to any foreign persons or foreign commercial entities unless they have proper authorisation (e.g., an export licence) and receive advance, written authorisation from DroneShield. The Borrower agrees that any agreements between it and any third party in relation to the Purpose shall contain all the limitations of this paragraph, shall comply with all applicable export licenses or authorisations, and shall not be entered into without prior written notification to DroneShield.

15. Term and Termination

15.1 This Agreement is effective on and from the Commencement Date until the date the Borrower returns the Equipment to DroneShield, and DroneShield has received the Equipment in accordance with clause 6.1.

15.2 Clauses 1, 2, 3.5, 4.9, 5, 7, 10 to 16, 19, 20 to 22, and 24 to 27 (inclusive) survive termination of this Agreement.

16. Dispute Resolution

16.1 If there is any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (the dispute), the parties agree that:

(a) The party raising the dispute must notify the other party in writing that a dispute exists, with sufficient details to enable the dispute to be considered;

(b) The parties must then meet (which may be remotely by video conference) to discuss and attempt to resolve the dispute acting reasonably within a period of no longer than thirty (30) days after service of the dispute notice;

(c) if the Dispute remains unresolved within thirty (30) days after service of the dispute notice, the Dispute must be submitted to and finally resolved by arbitration in accordance with the Resolution Institute Arbitration Rules. The seat of arbitration is Sydney, New South Wales, Australia. The venue of any hearings will be Sydney, New South Wales, Australia, unless the arbitrator determines that the hearing may be conducted remotely or otherwise. The tribunal will consist of one (1) arbitrator. The language of the arbitration, all submissions, evidence and correspondence will be English;

(d) The Borrower is not entitled to and will not claim any right of immunity in any jurisdiction from suit, judgment, set-off, or execution of a judgment, or from any other legal process or remedy relating to the obligations of DroneShield under this Agreement. To the extent that the Borrower may be entitled to any such claim, the Borrower waives its right to assert any right of immunity on the basis of jurisdiction, forum non conveniens, or the equivalent; and

(e) If for any reason a dispute proceeds to a court of law, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the Parties.

16.2 The Parties acknowledge and agree that:

(a) this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Agreement referencing applicable substantive law, the International Arbitration Act 1974 (Cth), the United Nations Commission on International Trade Law Model Law on International Commercial Arbitration as given force by that Act, and the Resolution Institute Arbitration Rules will govern any arbitration conducted in accordance with this Agreement;

(b) the Convention on the Recognition and Enforcement of Foreign Arbitral Awards done at New York on 10 June 1958 (New York Convention) applies to the recognition and enforcement of any arbitral award or decision made in relation to this Agreement. The Parties agree that this Agreement and any arbitration conducted under it concern a commercial legal relationship for the purposes of the New York Convention; and

(c) if necessary, DroneShield has the express right to seek in rem or recovery actions against the Borrower in the location of the Equipment.

16.3 Notwithstanding clause 16.1, nothing prevents a Party from seeking urgent or interim injunctive relief, specific performance, or similar equitable or conservatory measures from any court of competent jurisdiction at any time, where such relief is necessary to: (i) preserve assets (including the Equipment); (ii) protect Confidential Information; (iii) prevent immediate, irreparable harm or mitigate immediate, irreparable loss; or (iv) maintain the status quo pending resolution of the dispute; or (v) enforce or preserve DroneShield’s ownership, security interest, title or possessory rights in the Equipment.

17. Force Majeure

The Borrower will not be liable for any delay in returning the Equipment pursuant to clause 4 of this Agreement where such delay is caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental actions or omissions, strikes, lockouts, or transportations stoppages.

The Borrower shall notify DroneShield in writing as soon as reasonably practicable after a force majeure event, providing details on its expected duration and what mitigating steps the Borrower has taken. The Parties, acting reasonably, may make alterative arrangements concerning the return of the Equipment to DroneShield.

Nothing in this clause 17 shall excuse the Borrower from its obligations where a force majeure event does not materially prevent performance, nor shall it relieve the Borrower from liability arising from negligence or wilful misconduct.

18. Notices

All notices or any other communication under this Agreement must be:

(a) in writing and in English; and

(b) addressed to that party using the Notice Details.

19. Governing Law

19.1 This Agreement shall be governed and construed in accordance with the laws of New South Wales, Australia.

19.2 Each party irrevocably consents to the non-exclusive jurisdiction of the courts of New South Wales, Australia in respect of any proceedings for immediate injunctive relief arising out of or in connection with this Agreement, except to the extent such proceedings are for enforcement of a decision.

19.3 For the avoidance of doubt, the parties agree that the United Nations Convention on Contracts of the International Sale of Goods does not apply to any transaction contemplated by, or in relation to, this Agreement.

20. Variation

Any variation or amendment of any term of this Agreement must be in writing and signed by each party.

21. No Waiver

21.1 No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under of in connection with this Agreement unless the other party expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in the waiver.

21.2 Words or conduct referred to in clause 21.1 above include any delay in exercising a right, any election between rights and remedies and any conduct that might otherwise give rise to an estoppel.

22. Assignment and Other Dealings

22.1 The Borrower may not assign, novate, transfer or subcontract or deal with any other manner with any or all rights and/or obligations under this Agreement without the prior written consent of DroneShield.

22.2 A breach of clause 22.1 by the Borrower entitles DroneShield to terminate this Agreement and require immediate return of the Equipment from the Borrower.

23. Counterparts

This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument. A party may execute this Agreement by signing any counterpart. The Agreement is binding on the Parties on the date that the last counterpart is executed.

24. Severability

24.1 If the whole or any part of a provision of this Agreement becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not.

24.2 Clause 24.1 does not apply if the severance of a provision of this Agreement in accordance with that clause would materially affect or alter the nature or effect of the parties’ obligations under this Agreement.

25. Relationship of the Parties

25.1 Nothing in this Agreement gives a party authority to bind any other party in any other way.

25.2 Nothing in this Agreement imposes any fiduciary duties on a party in relation to any other party.

25.3 Nothing in this Agreement is to be construed to prevent DroneShield from entering into similar arrangements with third parties.

26. Remedies Cumulative

Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive to the rights, powers or remedies provided by law independently of this Agreement.

27. Entire Agreement

27.1 This Agreement states all express terms agreed by the Parties about its subject matter. It superseded all prior arrangement, understandings, negotiations and discussions with respect to its subject matter.

27.2 In the event of any ambiguity or inconsistency between the documents comprising the Agreement, precedence is given to the documents in the following order:

(a) The terms of the Letter;

(b) The terms of this DEULA; and

28. No Reliance

No party has relied on any statement, representation, assurance or warranty made or given by any other party, except as expressly set out in this Agreement.

29. Costs

Each Party agrees to bear its own legal costs in relation to its entry into this Agreement and, subject to clause 10.1, any amendment, variation, waiver or assignment in relation to this Agreement.

Privacy Policy

1. PRIVACY POLICY

1.1 DroneShield Group Pty Ltd (ABN 44 668 560 610) is a business registered in Australia (the DroneShield, we, or us) and is committed to keeping your information safe and secure in accordance with the Privacy Act 1988 (Cth) (the Privacy Act) and the Australian Privacy Principles contained therein, and any applicable State or Territory law governing your data collection or privacy. By using DroneShield’s website (the Website) or platforms (the Platform), obtaining DroneShield services, or accessing DroneShield’s facilities, you are giving consent to DroneShield for the use of your private information in the manner set out in this Privacy Policy.

1.2 To the extent DroneShield must comply with General Data Protection Regulation (GDPR) as applied respectively by the European Economic Area or the United Kingdom (EEA), and the information that we collect, receive or use for our business purposes is information that relates to an identified or identifiable individual in the EEA, we will treat such information as personal information as required by the GDPR and pursuant to section 10 of this Privacy Policy.

2. COLLECTION OF PERSONAL INFORMATION

2.1 DroneShield may collect and use the following kinds of information:

(a) information about your use of the Website (including your IP address; browser type, version and language; operating system; device name or identification number; location; pages viewed while browsing the Website or Services; page access times; “cookies”; and referring website address);

(b) information about your login to the Platform (including your IP address and access times); and

2.2 Information about your personal information may be collected in a variety of ways, including, but not limited to:

(a) when you register for the Website and the Platform;

(b) when you interact with DroneShield electronically or in person;

(d) access our office or systems;

(e) when you access DroneShield’s facilities, the Website or the Platform; and

(f) from a third party who is an DroneShield customer, such as your employer, so we can provide information, services, or the Platform to that DroneShield customer, or from companies contracted by us or you to provide the Platform to you.

2.3 We have relationships with third parties to receive data that you post publicly or have otherwise made publicly available. We may also have access to information that you post on other social media platforms. This Privacy Policy does not cover the use of personal information by any third parties that you submit to such third parties, and we are not responsible for their privacy policies and practices. To learn more about how these third-party data sources treat your personal information, you should reference the privacy terms of those sources.

2.4 You have the option of not identifying yourself or of using a pseudonym when dealing with DroneShield. However, it will be impracticable for DroneShield to provide you with services, information, or the Platform. DroneShield will receive and store personal information you provide to us from time to time including information you input onto our website, provide to us directly, or give to us in any other forms.

3. USE OF PERSONAL INFORMATION

3.1 DroneShield may use your personal information in relation to its business, including but not limited to:

(a) enable your access to DroneShield facilities, the Website, or the Platform;

(b) track usage and measure traffic statistics of the Website and Platform;

(d) contact you in relation to comments, complaints, enquiries or dispute resolution;

(e) collect payments from you;

(f) to improve our Website or Platform;

(g) to verify your identity;

(h) to consider you for a job with us (whether as an employee or contractor) or in the context of other relationships with us;

(i) to address any issues or complaints that we or you have regarding our relationship;

(j) communicate with third party providers or associate parties with respect to the provision of any services;

(k) to provide the Website, Platform or services to our customers;

(l) provide access to facilities; and

(m) send you marketing communications.

3.2 DroneShield may also use your personal information to protect the copyright, trademarks, or other intellectual property or legal rights, property or safety of DroneShield, the Website, the Platform, and its customers or third parties.

4. DISCLOSURE OF PERSONAL INFORMATION

1.1 DroneShield will not disclose personal information about you, unless it is required, incidental or otherwise related to the primary purpose of providing the Platform or services to you or a third party.

1.2 For customers, DroneShield may disclose your personal information to its business partners who can assist them to provide the Platform or services to you as a customer or to maintain its products or systems. This includes but is not limited to providing personal information to:

(a) our employees and related bodies corporate;

(b) our contractors and other third parties that provide goods and services to us (including website and data hosting providers, and other suppliers);

(d) payment system operators or credit reporting bodies (if you fail to make a payment);

(e) any third parties necessary to verify your information (e.g. referees or ID verifiers);

(f) in the event that we or our assets may be acquired or considered for acquisition by a third party, that third party and its advisors;

(g) third parties that require the information for law enforcement or to prevent a serious threat to public safety; and

(h) otherwise as permitted or required by law.

1.3 DroneShield, in its sole discretion, may disclose your personal information if it is required to do so by law or legal process, including:

(a) in order to establish, exercise or defend its legal rights (including but not limited to debt recovery, credit rating services, and employment related matters);

(b) as required or authorised by law, regulation, or the ASX; or

(c) to the extent required to permit DroneShield to investigate suspected fraud, harassment or other violations of any law, rule or regulation, our policies, or the rights of third parties or any other suspected conduct DroneShield deem improper.

4.1 If you are an individual contractor to us or a prospective or current employee then we may disclose the information to our related companies and HR related service providers (e.g. for outsourced payroll processing);

4.2 If there is a change of control in our business or a sale or transfer of business assets, we reserve the right to transfer to the extent permissible at law our user databases, together with any personal information and non-personal information contained in those databases. This information may be disclosed to a potential purchaser under an agreement to maintain confidentiality. DroneShield uses reasonable effort to only disclose personal information in good faith and where required by any of the above circumstances.

5. SECURITY AND ACCURACY

5.1 It is important that you advise DroneShield of changes to your personal information that you have provided to DroneShield as it is essential that your personal information is accurate, complete, and up-to-date in order for DroneShield to provide the Platform or services to you.

5.2 DroneShield will take commercially reasonable steps to protect your personal information from misuse, loss, unauthorised access, modification and disclosure. However, DroneShield is not liable for any unauthorised access to this information beyond its reasonable control.

5.3 DroneShield will take commercially reasonable steps to destroy or permanently de-identify personal information if it is no longer needed for the purposes of providing our Platform or services to you and where DroneShield is not required to retain that information by law.

5.4 In the event of a data breach that is likely to result in serious harm, the Notifiable Data Breaches Scheme in the Privacy Act sets out obligations for notifying affected individuals, and the Australian Information Commissioner (Commissioner), about an “eligible data breach”. Where a data breach occurs and serious harm to affected individuals is likely, we will notify those individuals and the Commissioner in accordance with our legal obligations.

6. ACCESS AND CORRECTION

6.1 You are responsible to ensure that the information you provide to DroneShield is accurate, complete and up-to-date.

6.2 By request, you may contact DroneShield and ask to know what sort of personal information is held about you, for what purposes, and how it is collected, held, used, and disclosed.

6.3 By request, you may access your personal information by contacting DroneShield at legal@droneshield.com. DroneShield reserves the right to charge a reasonable administration fee for this access.

6.4 DroneShield in its sole discretion, may consider that there is a sound reason under the Privacy Act, Freedom of Information Act or other relevant law to withhold personal information, or not make the requested changes.

7. IDENTIFIERS AND ANONYMITY

7.1 You acknowledge that DroneShield retains, collects and maintains your personal information for statistical analysis purposes (whether for commercial or non-commercial purposes). You agree that DroneShield may share, distribute and/or transfer information which you have provided to DroneShield to third parties, after that information has been de-identified.

8. SENSITIVE INFORMATION

8.1 Sensitive information is defined in the Privacy Act to include information or opinion about such things as an individual's racial or ethnic origin, political opinions, membership of a political association, religious or philosophical beliefs, membership of a trade union or other professional body, criminal record, or health information.

8.2 Sensitive information will be used by DroneShield only:

(a) for the primary purpose for which it was obtained;

(b) for a secondary purpose that is directly related to the primary purpose;

(d) where required or authorised by law.

9. TRANS-BORDER DATA FLOWS

9.1 DroneShield may use cloud services, and as such, its servers may be located in Australia or overseas and you acknowledge, agree and understand that your personal information may be transferred and stored in Australia and other foreign jurisdictions, such as Japan, the US, and the UK, which the cloud services may direct the data to be stored. You agree for us to transfer your information into foreign jurisdictions for the purposes of providing you with the Platform or services.

9.2 In addition to the above, DroneShield will transfer personal information to someone who is in a foreign country where:

(a) DroneShield reasonably believes that the recipient of the information is subject to a law, binding scheme or contract which effectively upholds principles for fair handling of the information that are substantially similar to the Australian Privacy Principles;

(b) the individual consents to the transfer;

(c) the transfer is necessary for the performance of a contract between you and DroneShield, or for the implementation of pre-contractual measures taken in response to your request;

(d) the transfer is necessary for the conclusion or performance of a contract concluded in your interest between DroneShield and a third party;

(e) all of the following apply:

(i) the transfer is for your benefit;

(ii) it is impracticable to obtain your consent to that transfer; and

(iii) if it were practicable to obtain such consent, you would be likely to give it; or

(f) DroneShield has taken reasonable steps to ensure that the information which it has transferred will not be held, used or disclosed by the recipient of the information inconsistently with the Australian Privacy Principles.

10. EEA RESIDENTS

10.1 Processing. We process your personal information on one or more of the following legal bases:

(a) as necessary to enter into a contract with you or a legal entity you represent, to perform our contractual obligations, to provide the Platform or services, to respond to requests from you, or to provide customer support;

(b) where we have a legitimate interest, as described in this Privacy Policy (see Use of Personal Information above);

(c) as necessary to comply with relevant law and legal obligations, including to respond to lawful requests and orders; or

(d) with your consent.

10.2 Legitimate Interest: We process the following categories of Personal Data, such as:

(a) contact data;

(b) account data;

(d) web analytics; and

(e) publicly available information

when we believe it furthers the legitimate interest of us or third parties, such as:

(a) operation and improvement of our business, products and services;

(b) marketing of our products and services;

(d) corresponding with you;

(e) protection from fraud or security threats;

(f) compliance with legal obligations; and

(g) completion of corporate transactions.

10.3 Your Rights. Subject to applicable law, you have the right to:

(a) ask whether we hold personal information about you and request copies of such personal information and information about how it is processed;

(b) request that inaccurate personal information is corrected;

(c) request deletion of personal information that is no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, or processed in non-compliance with applicable legal requirements;

(d) request us to restrict the processing of personal information where the processing is inappropriate;

(e) object to the processing of personal information; and

(f) request portability of personal information that you have provided to us (which does not include information derived from the collected information), where the processing of such personal information is based on consent or a contract with you and is carried out by automated means.

10.4 If you wish to do any of these things, please contact us.

10.5 When you consent to our processing your personal information for a specified purpose, you may withdraw your consent at any time, and we will stop any further processing of your data for that purpose.

10.6 Transfers outside of the EEA. When we transfer your personal information outside the EEA we do so in accordance with the terms of this Privacy Policy and applicable data protection law.

11. COMPLAINTS

1.1 As a valuable customer, if you have any complaints in relation to this Privacy Policy or privacy practice, please feel free to contact DroneShield via legal@droneshield.com.

1.2 A complaint should identify whether it is about:

(a) the collection of personal information;

(b) the use of personal information;

(d) the security or storage of personal information;

(e) the accuracy of personal information;

(f) a refusal to give access to or provide about their personal information; or

(g) a refusal to change or delete personal information.

1.3 DroneShield values your opinions and takes complaints very seriously. Upon receiving written notice of your complaint about privacy, DroneShield may require additional information to confirm your identity and will respond in a timely manner to advise you of the outcome. You will also be invited to respond to its outcome. If a response is received, DroneShield will assess your response and advise if it has changed its view.

1.4 If you are unsatisfied with the final outcome, DroneShield will advise further options including, if appropriate, making a complaint with the Office of the Australian Information Commissioner.

1.5 For residents of the EEA or the UK, you may lodge a complaint with a data protection authority for your country or region or where any alleged infringement of applicable data protection law occurs. A list of data protection authorities is available here.

12. OPTING-OUT OF DIRECT MARKETING

1.1 DroneShield aims to give you a highly personalised experience when using the Website and the Platform. In order to do so, DroneShield may use your personal information to send you advertisements to your email address. If you decide you do not want to receive these emails containing advertisements, you can request to unsubscribe from the mailing list by clicking ‘Unsubscribe’ at the bottom of the email.

13. COOKIES

13.1 DroneShield uses cookies and measurement software (the Cookies) on the Website:

(a) store details about your use of the Website to provide you with a personalised experience tailored to you, for example remembering your preferences;

(b) server to identify and interact more effectively with your device;

(d) provide you with targeted marketing communications.

13.2 We use Google Analytics remarketing codes to log when users view specific pages or take specific actions on the Website. This allows us to provide targeted advertising in the future.

13.3 You may reject or delete the use of Cookies through the settings on your browser or mobile settings.

13.4 Your web browser may use Cookies associated with DroneShield that you accept or decline the use of cookies through a functionality built into your web browser.

13.5 DroneShield does not track its customers over time and across third party websites to provide targeted advertising and therefore does not respond to Do Not Track (DNT) signals.

14. THIRD PARTY SITES

14.1 The Website may from time to time have links to other websites not owned or controlled by DroneShield, including in the Platform. These links are meant for your convenience only. Links to third party websites do not constitute sponsorship or endorsement or approval of these websites. Please be aware that DroneShield is not responsible for the privacy practises of other such websites. We encourage our users to be aware, when they leave our website, to read the privacy statements of each and every website that collects personal identifiable information.

15. HOW TO CONTACT US

15.1 If you would like to access your personal information, have a query in relation to this privacy policy or would like to complain about DroneShield's handling of your personal information, please contact our Privacy and Data Protection Officer by email at legal@DroneShield.com or by mail to:

Privacy and Data Protection Officer
Level 5, 126 Phillip St
Sydney, NSW 2000
Australia

16. VARIATION TO THIS PRIVACY POLICY

16.1 This Privacy Policy is available online via legal@DroneShield.com.

16.2 DroneShield reserves the right to modify or amend this Privacy Policy at any time, for any reason, and without any notice, by posting a revised version on our Website or Platform. Any changes to this Privacy Policy will become effective when DroneShield posts the revised Privacy Policy on the Website or Platform. Your browsing of our Website or use of the Platform following these changes means that you accept the revised Privacy Policy.

16.3 This policy was last modified on 11 September 2024.

DroneShield Group Equipment Loan Agreement (“DELA”) Terms (2026)

BACKGROUND

OPERATIVE PROVISIONS

1. Definitions

2. Interpretation

3. Use/Disclaimer

4. Delivery and Return of Equipment

5. Late Fees

6. Condition of Equipment

7. Publication of Relationship

8. Compliance with Laws

9. Replacement

10. Liability

11. Confidentiality

12. Intellectual Property Rights

13. Record Keeping

14. Export Controlled Information

15. Term and Termination

16. Dispute Resolution

17. Force Majeure

18. Notices

19. Governing Law

20. Variation

21. No Waiver

22. Assignment and Other Dealings

23. Counterparts

24. Severability

25. Relationship of the Parties

26. Remedies Cumulative

27. Entire Agreement

28. No Reliance

29. Costs

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1. PRIVACY POLICY

2. COLLECTION OF PERSONAL INFORMATION

3. USE OF PERSONAL INFORMATION

4. DISCLOSURE OF PERSONAL INFORMATION

5. SECURITY AND ACCURACY

6. ACCESS AND CORRECTION

7. IDENTIFIERS AND ANONYMITY

8. SENSITIVE INFORMATION

9. TRANS-BORDER DATA FLOWS

10. EEA RESIDENTS

11. COMPLAINTS

12. OPTING-OUT OF DIRECT MARKETING

13. COOKIES

14. THIRD PARTY SITES

15. HOW TO CONTACT US

16. VARIATION TO THIS PRIVACY POLICY

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