End User License Agreement

This End User License Agreement ("EULA") is between Heeler Security, Inc. ("Heeler") and the entity accepting it ("Customer"). This EULA governs Customer's access to and use of Heeler's software-as-a-service offering and related documentation (collectively, the "Service"). Customer may acquire the Service directly from Heeler or through a Heeler-authorized reseller.

An "Order" means an order form, quote, purchase order, online subscription selection or other ordering document or process accepted by Heeler or an authorized reseller that identifies the Service and applicable subscription. Customer accepts and agrees to be bound by this EULA by clicking an "I Agree," "Accept" or similar button referring to this EULA; signing or electronically accepting an Order that references or links to this EULA; submitting a purchase order in response to such an Order; or completing another affirmative ordering or activation process that presents or links to this EULA. This EULA is a direct agreement between Heeler and Customer, regardless of whether Customer purchases through a reseller. The individual accepting this EULA represents that they are authorized to bind Customer.

If Customer purchases the Service directly from Heeler, pricing, invoicing, payment, cancellation and renewal are governed by the applicable Order accepted by Heeler. If Customer purchases through an authorized reseller, those matters are governed by Customer's separate agreement with the reseller and do not modify this EULA.

1. License and Use

1.1 License Grant. Subject to this EULA, Heeler grants Customer a limited, worldwide, non-exclusive, non-transferable and non-sublicensable right to permit its employees and contractors ("Authorized Users") to access and use the Service and Heeler documentation solely for Customer's internal business purposes during the subscription period specified in the applicable Order.

1.2 Usage Limits. Customer's use is limited to the product, quantity and other limits purchased for Customer under the applicable Order. Customer is responsible for Authorized Users, account credentials and all activity under its accounts, and will reasonably cooperate with Heeler to verify compliance with applicable limits.

1.3 Restrictions. Customer will not, and will not permit any third party to: (a) sell, resell, sublicense, distribute, rent, lease or transfer the Service; (b) reverse engineer, decompile or attempt to discover source code or non-public components, except where law prohibits this restriction; (c) copy, modify or create derivative works; (d) remove proprietary notices; (e) use the Service to develop or publicly benchmark a competing product; (f) interfere with the integrity, performance or security of the Service; or (g) use the Service in violation of law or third-party rights.

2. Customer Responsibilities

2.1 Customer Systems and Permissions. Customer is responsible for its systems, networks, repositories, configurations and third-party services, and for obtaining all permissions necessary for Heeler to access and process Customer Data as directed by Customer.

2.2 Acceptable Use. Customer will not submit malicious code, attempt unauthorized access, disrupt the Service or provide data it is not authorized to provide. Customer will promptly notify Heeler of suspected unauthorized access or misuse.

3. Customer Data, Privacy and Security

3.1 Customer Data. Customer retains ownership of data and content submitted to or collected from Customer's systems by the Service ("Customer Data"). Customer grants Heeler the rights necessary to host, access, process, transmit and otherwise use Customer Data to provide, secure, support and improve the Service. Heeler may use aggregated or de-identified information that does not identify Customer or any individual.

3.2 Privacy and Security. Each party will comply with applicable data-protection laws. Heeler will maintain appropriate administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, use or disclosure and will notify Customer of a confirmed security incident affecting Customer Data as required by law.

3.3 Data Return and Deletion. During the subscription period, Customer may request an export of Customer Data in a standard format made available by Heeler. Following expiration or termination, Heeler may delete Customer Data in accordance with its standard retention practices, subject to legal obligations and routine backup retention.

4. Confidentiality

4.1 Protection and Use. Each party will use the other party's confidential information only to perform or exercise rights under this EULA, protect it using at least reasonable care and disclose it only to personnel, advisers and contractors who need to know it and are bound by confidentiality obligations. Confidential information excludes information independently developed, lawfully received without restriction or publicly available through no breach. A party may disclose information when legally required after reasonable notice where permitted by law.

5. Intellectual Property

5.1 Heeler Rights. Heeler and its licensors retain all right, title and interest in the Service, documentation, related technology and all improvements. No rights are granted except the limited rights expressly stated in this EULA.

5.2 Feedback. Customer may provide suggestions or feedback. Heeler may use feedback without restriction or obligation, provided Heeler does not publicly identify Customer as the source without permission.

6. Warranties and Disclaimers

6.1 Limited Warranty. Heeler warrants that the Service will perform materially in accordance with its then-current documentation when used as authorized. Customer's exclusive remedy for breach is for Heeler to use commercially reasonable efforts to correct or work around the nonconformity or, if Heeler determines that is not reasonably practicable, terminate the affected access. Any refund will be made to Customer if Customer paid Heeler directly, or otherwise to the reseller or other channel party that paid Heeler for Customer's subscription.

6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEELER DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. HEELER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR PRODUCE ANY PARTICULAR RESULT.

7. Indemnification

7.1 By Heeler. Heeler will defend Customer against a third-party claim alleging that authorized use of the Service infringes a United States or United Kingdom patent, copyright or trade secret, and will pay damages finally awarded or settlements approved by Heeler. Heeler has no obligation for claims arising from Customer Data, unauthorized use, modification, combination with items not supplied by Heeler or continued use after Heeler provides a non-infringing alternative. Heeler may modify or replace the Service, obtain continued-use rights or terminate the affected Service and refund unused prepaid fees to Customer if Customer paid Heeler directly, or otherwise to the reseller or other channel party that paid Heeler for Customer's subscription.

7.2 By Customer. Customer will defend Heeler and its affiliates, officers, directors and personnel against third-party claims arising from Customer Data, Customer's violation of law or third-party rights, or Customer use of the Service in breach of this EULA, and will pay damages finally awarded or settlements approved by Customer.

7.3 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation and allow the indemnifying party to control the defense and settlement. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its prior written consent, not to be unreasonably withheld.

8. Limitation of Liability

8.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THIS EULA, EVEN IF ADVISED OF THE POSSIBILITY.

8.2 Aggregate Cap. EXCEPT FOR FRAUD, LIABILITY THAT CANNOT BE LIMITED BY LAW, CUSTOMER BREACH OF SECTION 1.3 OR MISUSE OF HEELER INTELLECTUAL PROPERTY, AND THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA WILL NOT EXCEED THE FEES PAID OR PAYABLE TO HEELER FOR CUSTOMER'S SUBSCRIPTION DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

9. Suspension and End of Use

9.1 Suspension. Heeler may suspend affected access if Customer materially breaches this EULA, Customer's use creates a material security or legal risk, or amounts due to Heeler for Customer's subscription are not paid when due by the party responsible for payment. Heeler will limit a suspension to the extent reasonably practicable and restore access after the issue is resolved.

9.2 Expiration and Termination. Customer's right to use the Service automatically ends when the applicable subscription expires or is terminated. Either party may terminate this EULA for an uncured material breach after thirty (30) days written notice, or immediately for a breach that cannot be cured. Customer's cancellation or nonpayment to a reseller does not create a refund obligation for Heeler. Upon expiration or termination, Customer will stop using the Service.

10. Compliance and General Terms

10.1 Compliance. Each party will comply with applicable export-control, sanctions, anti-bribery and anti-corruption laws. Customer will not permit use by prohibited persons, from embargoed jurisdictions or for prohibited end uses.

10.2 Authorized Resellers. Heeler-authorized resellers and sub-resellers are independent contractors and are not Heeler's agents. They may not bind Heeler, modify this EULA or make warranties, service levels, refund commitments or other commitments on Heeler's behalf unless Heeler expressly authorizes the commitment in writing.

10.3 Assignment. Neither party may assign this EULA without the other party's prior written consent, except upon notice in connection with a merger, reorganization, change of control or sale of substantially all relevant assets. Any prohibited assignment is void.

10.4 Governing Law. This EULA is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to venue there.

10.5 Entire Agreement and Order of Precedence. This EULA and any applicable Order accepted by Heeler constitute the entire agreement between Heeler and Customer concerning the Service and supersede prior or contemporaneous statements on that subject. If Customer purchases through an authorized reseller, Customer's agreement with the reseller governs the commercial terms between Customer and the reseller but does not modify this EULA. If an Order accepted by Heeler conflicts with this EULA, the Order controls only with respect to the product, quantity, subscription term, fees, billing, payment and renewal terms stated in the Order, unless the Order expressly identifies another provision of this EULA that it modifies and is signed by an authorized representative of Heeler. Any amendment must be in writing and signed or electronically accepted by authorized representatives of both parties. If a provision is unenforceable, the remaining provisions remain effective.

10.6 Acceptance and Electronic Records. Customer may accept this EULA by signature, electronic signature, click-through, acceptance of an Order that conspicuously references or links to this EULA, submission of a purchase order in response to such an Order, or another affirmative electronic acceptance mechanism that presents or links to this EULA. Acceptance through an authorized reseller or sub-reseller creates an agreement directly between Heeler and Customer. No separate signature by Heeler is required. Heeler and its authorized resellers may maintain electronic or other records evidencing Customer's acceptance.

10.7 Updates to this EULA. Heeler may publish an updated version of this EULA for future Orders, renewals or acceptance processes. An updated version will not apply retroactively and will apply to Customer only when Customer affirmatively accepts it or enters into an Order or renewal that references or links to the updated version.

11. Effective Date

11.1 Effective Date. This EULA becomes effective on the date Customer first accepts it through any method described in Section 10.6. It remains effective for as long as Customer has a right to access or use the Service, except that provisions which by their nature should survive expiration or termination will survive, including Sections 3 through 8 and 10.