DroneShield End User Licence Agreement (2025)

IMPORTANT – PLEASE READ CAREFULLY: This End User Licence Agreement (“EULA”) is an agreement between the End User and DroneShield. This EULA governs your use of DroneShield’s products. The Products are provided only on the condition that end user agrees to the Terms and Conditions in this EULA, and as amended from time to time. By accepting this agreement or by using the Products, End User acknowledges it has read, understands, and agrees to be bound by this EULA.

1. Definitions & Interpretation

1.1. Definitions. Capitalised words when used in this EULA shall have the following meaning unless specified otherwise:

(a) Affiliate means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that entity.

(b) Business Day means a day on which banks are open for business in New South Wales, Australia, other than a Saturday, Sunday or public holiday in New South Wales, Australia.

(c) Business Hours Period means between 8:00am and 6:00pm (addressee’s time) on a business day in that location.

(d) Claim means any claims, demands, suits, or proceedings of any kind, open, pending or threatened, whether mature, unmatured, contingent, known or unknown, at law or in equity, in any forum.

(e) Cloud means a third-party platform which is a network of remote servers hosted on the Internet to store, manage, and process data associated with the Products, including the Platform, which DroneShield makes available to the End User to access certain Products and Software updates on a software-as-a-service basis.

(f) Confidential Information means any non-public, commercially proprietary, or sensitive information disclosed in connection with this EULA and the corresponding Products, regardless of whether that information is specifically designated as confidential and regardless of whether such information is written, oral, electronic or in any other form. It includes information which is expressly designated as confidential, is by its nature confidential, or the other party knows (or ought to know) that information is confidential.

(g) Documentation means the Product installation instructions, user manuals, setup posters, release notes, and operating instructions prepared by DroneShield, in any form or medium, as may be updated from time to time by DroneShield and made generally available to End User either directly or via the Portal.

(h) DroneShield, we, us, or our means DroneShield LLC if designated on the Order or End User is in the United States or DroneShield Group Pty Ltd (ABN 44 668 560 610) if designated on the order or otherwise.

(i) End User means the individual, company, or other legal entity, which is the ultimate end user of the Products, or any individual, company or other legal entity that is provided with access to the Products.

(j) Error means a material failure of the Product to conform to the Documentation, which is reported by End User and replicable by DroneShield.

(k) Extended Warranty Period means an extended warranty purchased by the End User as specified in an Order.

(l) Government Agency means any government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world.

(m) Hardware means DroneShield hardware identified in an Order.

(n) Initial Period means one (1) year from the date DroneShield or one of its suppliers ships the Product to the End User or the applicable reseller (whichever occurs first), unless otherwise specified in an Order.

(o) Intellectual Property Rights 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, 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.

(p) Open Source Code means any "open source”, “free software” or similarly-licensed software or other materials, including software or materials that are subject to an open source license that is approved by the Open Source Initiative (see www.opensource.org).

(q) Open Source Terms means the terms and conditions that are applicable to a given piece of Open Source Code.

(r) Order means a purchase agreement between: (1) DroneShield and End User; or (2) an authorised reseller(s) of DroneShield and their respective End User.

(s) Permitted Number means one (1) unless specified otherwise in an Order.

(t) Products means Hardware and Software (if any) together with the applicable Documentation.

(u) Portal means DroneShield’s proprietary platform where Software and Documentation are made available to End Users.

(v) Software means DroneShield’s proprietary software applications, in object code provided with DroneShield Hardware and any modified versions of such software, including those achieved through Software Updates.

(w) Software Updates means upgrades, updates, additions to the Software, as provided by DroneShield to End Users either directly, indirectly or via the Cloud from time to time for the duration of the Subscription.

(x) Standard Warranty Period means one (1) year of the date of shipment of the Hardware by DroneShield, its related entity, or its supplier to the End User or applicable DroneShield reseller, unless otherwise stated in an Order.

(y) Subscription means a right to receive Software Updates for the Products for the Subscription Term.

(z) Subscription Fees means the fees as agreed in the applicable Order and any subsequent Order for the purchase of an additional Subscription.

(aa) Subscription Term means the subscription term specified in the Portal for each individual piece of Hardware, as updated from time to time upon payment of the relevant Subscription Fees.

(bb) Support Services has the meaning given to that term in clause 4.3 of this EULA.

(cc) Third Party Software means software that DroneShield has licensed or acquired from a third party, including software acquired commercially or on an open source basis.

1.2. Interpretation. In this EULA the following rules on interpretation will apply, unless the contrary intention appears, or the context otherwise requires:

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

(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;

(c) words denoting the singular include the plural and words denoting the plural include the singular;

(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 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; and

(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, or term preceding those terms unless there is express wording to the contrary.

2. Licence Grant

2.1. Subject to the End User’s continuous compliance with this EULA, payment of the applicable Subscription Fees, and any necessary export approvals, DroneShield grants the End User the following licenses, subject to the limitations set out in this Clause 2:

(a) DroneShield grants the End User a non-exclusive, non-transferable, perpetual license to use:

(i) the version of the Software installed on the Hardware at the time of purchase; and

(ii) the Documentation provided with the Hardware, solely for the End User’s internal purposes.

(b) DroneShield grants the End User a non-exclusive, non-transferable, perpetual license to use any Software Updates and updates to the Documentation provided by DroneShield during any period in which the End User has an active Subscription, subject to:

(i) payment of the applicable Subscription Fees; and

(ii) compliance with the terms of this EULA.

2.2. The licenses granted under this clause are subject to the following limitations:

(a) The Software and Documentation may only be used:

(i) in the location specified in the Order (unless DroneShield provides advance written approval); and

(ii) not in a country that is under a U.S. government embargo, designated as a “terrorist-supporting” country, or is a country on any Australian and/or United States list of prohibited or restricted parties.

(b) The Software, Documentation, and Software Updates may only be used for the Permitted Number of devices as specified in the Order.

(c) The Software, Documentation, and Software Updates must be used in a manner consistent with:

(i) the terms of this EULA;

(ii) the applicable Documentation; and

(iii) any other applicable agreement between the parties.

2.3. Upon termination or expiration of the Subscription Term, the End User will (subject to their continued compliance with, and subject to, the terms of this EULA) retain a perpetual license to:

(i) the version of the Software installed on the Hardware at the time of purchase; and

(ii) all Software Updates provided during the Subscription Term.

(b) The End User will not have any rights to access or use Software Updates released after the expiration or termination of the Subscription Term.

3. Products

3.1. The Products are provided to the End User in exchange for payment of the applicable fees specified in an Order, as well as any subsequent Subscription Fees.

3.2. Software is provided to the End User as follows:

(a) as included in the Hardware cost for the Initial Period; and

(b) as provided through Software Updates on and from the end of the Initial Period for the Subscription Term, in exchange for the Subscription Fee.

3.3. The Products in an Order will be provided to the End User in the manner DroneShield considers to be the most appropriate and effective.

3.4. The Products are provided “as-is” and at End User’s own risk.

3.5. The End User is responsible for ensuring the Products will meet its requirements.

3.6. DroneShield may:

(a) change, add, or delete functions, features, performance, or characteristics of the Software at any time; and

(b) deactivate Client access to the Software due to security or system issues.

3.7. the End User will not have any rights to access or use Software Updates released after the expiration or termination of the Subscription Term unless their Subscription is subsequently renewed.

4. Support Services

4.1. Subject to clause 4.2 below, DroneShield will provide Support Services for the Software to the End User for the Initial Period.

4.2. Where an End User purchases a Subscription, DroneShield will provide Support Services for the Software during the Initial Period and, if applicable, during the Subscription Term, subject to payment of the applicable Subscription Fees.

4.3. Support Services means:

(a) product technical support, limited to (on a reasonable efforts basis):

(i) standard technical support, via phone or email consultation or by qualified third-party reseller/partner services, including Error corrections or workarounds so that the Products operate in substantial conformance with the Documentation; and

(ii) the provision of Software Updates, excluding updates to DroneShield’s signature database, if and when available.

(b) standard technical support which includes online website and Portal access, and telephone support during the Business Hours Period.

4.4. DroneShield’s obligation to provide Support Services is subject to:

(a) the relevant Product having not been altered or modified by anyone other than DroneShield or its authorised representatives;

(b) the Product having the most up to date Software Update installed;

(c) the use of the relevant Product by the End User being in accordance with the Documentation and this EULA; and

(d) the relevant Errors and malfunctions being caused by systems or programs supplied by DroneShield.

4.5. If an Error has been corrected or is not present in the current version of the Product or associated Software, DroneShield will provide the current Software release to the End User to download and install and will not have any obligation to correct such Error in non-current/prior versions of such Product or Software.

5. Intellectual Property Rights

5.1. All Intellectual Property Rights in the Products, Software Updates and Support Services are the Property of DroneShield.

5.2. Subject to End User’s compliance with the terms of this EULA and payment of all applicable fees, DroneShield grants the End User a non-exclusive and non-transferrable right to access and use the Intellectual Property Rights in the Products, Software Updates and Support Services for its internal purposes.

5.3. DroneShield grants the End User a non-transferrable and non-exclusive right to access and use the Software Updates for the Subscription Term for the End User’s internal purposes.

5.4. End User must not reverse engineer, decompile, disassemble, attempt to extract the source code from, modify, create derivative works of, distribute, sell, lease or licence any part of the Products, Software Updates or Support Services.

5.5. End User must not remove any proprietary notice of DroneShield or any third party from the Products or any copy of the Products, without DroneShield’s prior written consent.

6. Licence Restrictions

6.1. End User agrees that End User must not itself, or through any Affiliate, employee, consultant, contractor, agent or other third party:

(i) sell, resell, distribute, host, lease, rent, licence or sublicence, in whole or in part, the Products or engage in the manufacture of any other products itself or through third parties using or containing the Intellectual Property Rights or any Confidential Information;

(ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Products, in whole or in part, for competitive purposes or otherwise;

(iii) allow access to, provide, divulge or make available the Products to any user other than End User’s employees and individual contractors who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms of this EULA;

(iv) write or develop any derivative works based upon the Products;

(v) modify, adapt, translate or otherwise make any changes to the Products or any part thereof;

(vi) combine, integrate or use the Software (or any part thereof) with other code that is licensed as Open Source Code or Third Party Software in such a way that would require the Software or any part thereof to be subject to any Open Source Terms, other third party software terms or conditions, or otherwise disclosed, published or licensed at no charge;

(vii) use the Products to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis;

(viii) disclose or publish, without DroneShield’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Products;

(ix) Use the Software in a manner inconsistent with the terms of this EULA or the applicable Documentation; or

(x) use any Third-Party Software included in the Products independently from the Products.

7. Financial Terms

7.1. Fees and payment terms are specified in the applicable Order(s).

7.2. Unless otherwise specified in an Order:

(a) Title in the Products shall pass to the End User upon payment and shipment.

(b) Risk of loss shall pass to the End User upon shipment from DroneShield’s shipping point.

7.3. All quotes and Orders will be exclusive of any tax, levy, duty, or similar government charge (“Tax”) and End User will be responsible for all Tax, unless agreed in writing.

8. Limited Warranty, Remedies, Disclaimer

8.1. Except as otherwise stated in a separate agreement between DroneShield and End User, DroneShield warrants to the End User that for the Standard Warranty Period the Products, as updated from time to time by DroneShield and used in accordance with the Documentation and the EULA by End User, will operate in substantial conformance with the Documentation under normal use.

8.2. The End User may purchase from DroneShield an Extended Warranty Period for the Products, in which case subject to payment of the applicable fee by the End User to DroneShield, DroneShield warrants for the Extended Warranty Period the Products, as updated from time to time by DroneShield and used in accordance with the Documentation and the EULA by End User, will operate in substantial conformance with the Documentation under normal use.

8.3. The End User acknowledges that the Product is innovative and as such is not foolproof, will not operate without interruption or be Error-free, and may experience certain operational challenges that are beyond DroneShield’s control.

8.4. The End User acknowledges and agrees that the Products may be bundled with, incorporate or use Third Party Software. Such Third Party Software may either be licensed under commercial third party licensing terms or under Open Source Terms. To the extent it is included in any Products, all Third Party Software is licensed according to the terms of their respective licenses and is delivered “AS IS” with no warranties whatsoever in relation to the Third Party Software or any applicable licensing terms. Any license associated with Third Party Software applies only to that Third Party Software and not to the Software or any other third-party licensed software. Any fees paid by the Reseller and/or the End User to DroneShield relate to the Software only and not for any Third Party Software or components of the Software consisting of Third Party Software or Open Source Code. The use of any license secured by DroneShield for the Third Party Software will be limited to the intended use of the Products.

8.5. DroneShield does not warrant that the Products will:

(a) be free of defects;

(b) satisfy End User’s requirements or are adapted to End User’s needs;

(c) be legal to use or possess under any law, statute, or regulation, including any data or radio frequency control, privacy, or jamming laws;

(d) operate in combination with any other software or hardware which End User may use; or

(e) operate without interruption or Error.

8.6. The End User acknowledges and agrees that the prices and other charges contemplated under this EULA and any associated Order are based on the limited warranty, disclaimer and limitation of liability specified herein and such charges would be substantially higher if any of these provisions were unenforceable.

8.7. For the avoidance of doubt, the warranty periods apply only to the initial delivery of Product under an Order and does not renew or reset with any Software Updates or for any other reason.

8.8. If during the Standard Warranty Period or Extended Warranty Period (whichever applies), an Error arises, the End User must promptly notify DroneShield in writing of a claim that an Error exists. If DroneShield acting reasonably determines that such Error is DroneShield’s responsibility, DroneShield shall use its reasonable endeavours to, within thirty (30) days of its receipt of End User’s written notice either:

(a) correct the Error or provide a workaround through the provision of Support Services;

(b) provide End User with a plan acceptable to End User, acting reasonably, for correcting the Error; or

(c) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from DroneShield at DroneShield’s discretion, then DroneShield may terminate the affected Product’s Subscription (if applicable) and End User will not be entitled to a refund of any unused Subscription Fees paid for the balance of the then-current Subscription Term (or the price paid for the Product, if Subscription does not apply) unless required by applicable local laws.

This clause contains End User’s sole and exclusive remedy and DroneShield's entire liability for any breach of Standard Warranty Period or Extended Warranty Period (whichever applies) or other duty related to the Products.

8.9. The warranties and remedies specified in this clause 8 will not apply and DroneShield is not obligated to provide Support Services if the Error is due to extrinsic causes, including:

(a) natural disasters, including fire, smoke, water, earthquakes or lightning;

(b) electrical power fluctuations or failures or electrochemical influences, to the End User;

(c) the neglect or misuse of the Products by the End User or other failure to comply with the instructions set out in the applicable Documentation;

(d) a correction or modification of the Products not provided by DroneShield or End User’s failure to use any new or corrected versions of the Product made available by DroneShield;

(e) the failure to properly and promptly install the Software Updates as made available via by DroneShield from time to time;

(f) a malfunction of the End User’s third party hardware and/or equipment, or

(g) the combination or use of the Products with other software or equipment not provided, or approved by DroneShield;

(h) functionality of the Products with the End user’s other Third Party Software. End User shall be solely responsible in the event that, End User combines functionality of the Products with End User’s or other ` and makes any warranties that are inconsistent with and contrary to those published by DroneShield;

(i) misuse, unauthorized modification, improper installation of the Products; or

(j) if End User is not in compliance with this EULA.

8.10. The warranties in this clause 8 are in lieu of, and DroneShield and its suppliers expressly disclaim to the maximum extent permitted by law, all other warranties, either express or implied, including without limitation, any implied warranties of merchantability, non-infringement, title or fitness for a particular purpose, and freedom from program errors, viruses or any other malicious code with respect to the products and services provided under this agreement.

9. Limitation of Liability

9.1. Notwithstanding anything in this EULA to the contrary, DroneShield and/or its resellers will not be liable for any indirect, consequential, special, punitive or incidental damages, whether foreseeable or unforeseeable, arising out of or related to this EULA and/or the End User’s use or possession of the Products (including, but not limited to, Claims for loss of data, goodwill, use of money or use of the products, late delivery, interruption in use or availability of data, stoppage of other work or impairment of other assets, or damage or loss created by disruption to communications from the use of drone countermeasures), arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. To the extent permitted by law, in no event will DroneShield’s aggregate liability under or in connection with the EULA and/or the Products for any Claim, action, or proceeding exceed the total amount actually paid by the End User to DroneShield for the specific item that directly caused the damage in the one-year period prior to the event out of which the Claim arose.

10. Indemnification

10.1. The End User agrees to defend, indemnify and hold harmless DroneShield, its Affiliates, employees, officers, directors, managers, agents, and contractors against any Claims, loss, judgments, damages, costs (including reasonable lawyers’ fees and disbursements) and settlements agreed to by End User arising out of or in relation to:

(a) the use of any Product

(b) the failure of End User to comply with any provision of this EULA;

(c) civil or criminal offenses in connection with its use or possession of the Products;

(d) injury to a third party, including physical injury;

(e) any claim with respect to privacy concerns, including, but not limited to, the video, and radio recording frequency recorded by the Products and stored in the Cloud, in connection with the use of the Product; and

(f) any infringement claim arising from or in connection with:

(i) modifications to the Product where such modification is made by the End User, or on behalf of the End User; and/or

(ii) the End User’s combined use of the Product and/or Support Services or portion thereof with applications not supplied by DroneShield or in any way inconsistent with the Product’s intended use,

provided however, that in relation to any of (a) -(d) of this clause:

(g) End User is promptly notified in writing of such claim;

(h) End User shall have the sole control of the defense and/or settlement thereof;

(i) DroneShield furnishes to End User on request any information in DroneShield’s possession or control for such defense;

(j) DroneShield will not admit any such claim and/or make any payments with respect to such claim without the prior written consent of End User; and/or

(k) DroneShield shall, at End User’s expense, cooperate with, and provide such assistance to End User in the defense of such claims as reasonably requested by End User.

11. Usage

11.1. The End User acknowledges and understands that may be hosted through a third-party cloud service provider and as such the End User:

(a) consents to the flow of its data through the third-party cloud service used by DroneShield; and

(b) acknowledges that it may experience loss of data or interruption in services hosted on the Cloud, including complete outages, and his or her information may otherwise be comprised or breached.

The End User shall not hold DroneShield liable in any capacity for any loss of data, data that has been compromised or breached by third parties, or interruptions in service. End User acknowledges that the Cloud is located in several geographic locations and as such, End User consents to the flow of its data and information through several foreign countries as DroneShield deems necessary or as in the ordinary course of storage and transmission on the Cloud.

12. Term and Termination; Survival

12.1. This EULA continues in full force and effect until the later of:

(a) expiration or termination of the Initial Term;

(b) expiration of the Subscription Term (if applicable); or

(c) the completion of all paid services by DroneShield, unless otherwise terminated earlier as provided hereunder,

(“Termination Date”).

12.2. On and from the Termination Date:

(a) End User’s right to use the Support Services terminates, this includes the right to access any additional Software Updates; and

(b) The End-User will however continue to have a licence to use the Products with the Software installed on the Hardware as at the expiration of the Initial Term of Subscription Term (whichever is applicable) on the terms set out in this EULA, save for the entitlement to Support Services as set out in clause 4 of this EULA.

12.3. Clauses 1, 2, 3, 5, 6, 8, 9.2, 10, 11, 12, 13, 14, 15, and 17 shall survive the termination of this EULA indefinitely.

12.4. Either party may terminate this EULA immediately upon written notice at any time if:

(a) the other party commits a non-remediable material breach of the EULA; or

(b) if one party notifies the other party in writing of any remediable material breach, and the party in breach fails to:

(i) cure any remediable material breach; or

(ii) provide a written plan of cure acceptable to the non-breaching party,

within thirty (30) days of being notified in writing of such breach, except for breach of payment terms which shall have a ten (10) day cure period; or

(c) the other party ceases business operations;

(d) except to the extent prohibited by applicable law, the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days after commencement of one of the foregoing events);

(e) it is not possible to obtain necessary export approvals in connection with the Products and Services contemplated under or in connection with this EULA.

12.5. DroneShield may terminate this EULA for convenience and cease all services hereunder upon ninety (90) days written notice.

12.6. If this EULA is terminated as a result of the End User’s breach, the End User must uninstall any Software, cease using and destroy or return all copies of the Software or Documentation to DroneShield, cease any use of the Cloud, and to certify in writing that the aforementioned, including backup copies, have been destroyed.

12.7. Notwithstanding the foregoing, DroneShield suspends the services for any reason, the End User may be required to pay an additional fee for reinstatement.

13. Government Restricted Rights

13.1. For the purposes of U.S. acquisitions:

(a) the Products were developed exclusively at private expense and are commercial items, as defined in the Federal Acquisition Regulation (“FAR”). Accordingly, pursuant to FAR 12.211, 12.212 and DFARS 227.7202, use, duplication and disclosure of the Products to, by, or for the U.S. Government (including, but not limited to, all branches, agencies, departments, and all other governmental entities) or a U.S. Government contractor or subcontractor is controlled by and subject solely to the terms and conditions set forth in this Agreement, which shall supersede any conflicting terms or conditions in any government order document.

(b) to the extent a specific Product does not qualify as a commercial item, it still has the status of being developed exclusively at private expense and the governmental entity End User shall obtain no more than “LIMITED RIGHTS” or “RESTRICTED RIGHTS” in such Product as defined in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor.

14. Export

14.1. Where the Products are subject to export controls of Australia and other countries (“Export Controls”), provision of such Products is at all times subject to DroneShield being able to obtain the necessary export approvals. In addition, any further export, re-export or diversion contrary to the Export Controls by the End User (or any third party) is prohibited unless agreed otherwise by DroneShield and the End User complies with all applicable Export Controls.

14.2. Once the Products pass through the United States, they may become subject to U.S. export control laws which prohibits:

(a) export or re-export of certain Products or technology to specified countries or to a resident or national of those countries (“Prohibited Country” or “Prohibited Countries”);

(b) export or re-export of the Products or technology to any person or entity on the U.S. Department of Commerce Denied Persons List, Entities List or Unverified List; the U.S. Department of State Debarred List; or any of the lists administered by the U.S. Department of Treasury, including lists of Specially Designated Nationals, Specially Designated Terrorists or Specially Designated Narcotics Traffickers (collectively, the “Lists”)

(c) use of the Product or technology with chemical, biological or nuclear weapons, or with missiles (“Prohibited Uses”).

14.3. End User represents and warrants that it is not located in, or a resident or national, of any Prohibited Country; that it is not on any Lists; that it will not use the Product for any Prohibited Uses; and that it will comply with Export Controls.

15. Compliance with Laws

15.1. End User must comply with all applicable laws, statutes, regulations, and ordinances and only use the Products for legitimate business purposes. End User irrevocably indemnifies and holds DroneShield harmless from and against any Claims, damages, losses, or obligations suffered or incurred by DroneShield arising from End User’s failure to so comply.

15.2. End User must not use the Products, or allow the transfer, transmission, export, or re-export of the Products (including any portion thereof), in violation of any sanctions or export control laws or regulations administered by the Australian government, European Union, or U.S. Commerce Department or any other government agency or the data privacy provisions of any applicable jurisdiction.

15.3. End User must at all times conduct its activities in accordance with all applicable laws related to anti-bribery or anti-corruption legislation including the U.S. Foreign Corrupt Practices Act of 1977 and all applicable national, state, provincial or territorial anti-bribery and anti-corruption statutes. End User shall accordingly make no offer, payment or gift, will not promise to pay or give, and will not authorize, directly or indirectly, the promise or payment of, any money or anything of value to any DroneShield employee or agent, any government official, any political party or its officials, or any person while knowing or having reason to know that all or a portion of such money or item of value will be offered, given or promised for the purpose of influencing any decision or act to assist End User or DroneShield or otherwise obtaining any improper advantage or benefit.

15.4. GDPR (EEA and UK)

Where it is determined that the use of the Product is within the jurisdiction of the EU General Data Protection Regulation 2016/679 or as applied by the United Kingdom (“GDPR”):

(a) End User agrees that DroneShield is a processor, and not a controller or joint controller, of any Personal Data, as defined under the GDPR, on your behalf;

(b) DroneShield will follow all your lawful instructions in relation to the Personal Data; and

(c) End User hereby authorizes DroneShield and its third party contractors to transfer and process your data globally, and if international to a country that is not under an adequacy mechanism, then for the EEA and Switzerland the Processor Standard Contractual Clauses Module 4 if you are a “Controller” and Module 3 if you are a “Processor” are incorporated by reference, and for the UK the mandatory clauses of the international data transfer Addendum is additionally incorporated by reference.

16. Force Majeure

Neither party will be liable for any failure or delay in performing a contractual obligation under this EULA that is due to causes beyond its reasonable control, such as natural disaster, outbreak of disease, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slowdowns or the inability to procure parts or materials. These causes will not excuse End User from paying accrued amounts due to DroneShield through any available lawful means acceptable to DroneShield. If any of these causes continue to prevent or delay performance for more than ninety (90) days, DroneShield may terminate this Agreement, effective immediately upon notice to End User.

17. General

17.1. Marketing.

(a) End User consents to DroneShield periodically sending the End User messages of an informational or marketing nature for the purposes of customer service, technical support, and as a means of facilitating interactions with its end-users, and providing account information to related third-parties (e.g. End User’s reseller).

(b) End User may choose to “opt-out” of receiving these messages or information sharing by sending an email to info@droneshield.com requesting the opt-out.

(c) End User acknowledges and agrees that by “opting out” it will not receive emails containing messages concerning upgrades and enhancements to Products. DroneShield may however continue to send emails of a technical nature.

17.2. Suggestions. DroneShield owns any suggestions, ideas, enhancement requests, feedback, or recommendations provided by End User relating to the Products.

17.3. Data aggregation. DroneShield may use non-identifying and aggregate usage and statistical information related to End User’s and its users’ use of the Products for its own purposes outside of the EULA.

17.4. No assignment. End User must not transfer any of End User’s rights to use the Products or assign or novate this EULA to another person or entity, without first obtaining prior written approval from DroneShield.

17.5. Notices. Any notice required or permitted under this EULA or required by law must be in writing and in English.

17.6. A notice is regarded as given and received at the time set out in the table below, provided that notice is provided during the Business Hours Period, then the Notice will be deemed given at the start of the next Business Hours Period.