CORPORATE END USER LICENSE 
AGREEMENT
DataSwitch (as defined below) and Company (as identified in the Grant Letter) agree to the terms of this Agreement (as defined 
below).
By downloading, installing, copying, accessing or using this software, Company agrees tothis Agreement. If Company is accepting
this Agreement on behalf of another person or other legal entity, Company represents and warrants that Company has full 
authority to bind that person or legal entity to this Agreement. Company must ensure that End Users (as defined below) comply
with this Agreement and is responsible for End Users’ compliance with or breach of this Agreement.
If Company does not agree to this Agreement, Company must:
• not download, install, copy, access or use the Software; and
• Promptly return the Software and proof of entitlement to the party from whom Company acquired theSoftware.
Capitalized terms used in this Agreement have the meaning assigned to them in Section 15.1 or elsewhere in this Agreement. 
The interpretation clause in Section 15.2 sets out the rules of interpretation for this Agreement.
1. LICENSE GRANT; PROPRIETARY RIGHTS
1.1 Right to use the Software: Subject to the terms and conditions of this Agreement, DataSwitch grants Company a
non-exclusive, non-transferable right to use the Software listed in the Grant Letter solely for Company’s own internal 
business operations. In this Agreement, to use the Software includes to download, install and access the Software. 
Company is not granted rights to Updates and Upgrades unless Company has purchased Support (or a service 
subscription granting rights to Updates and Upgrades).
2. COPY AND USE TERMS
2.1 Product Entitlement: The use of the Software depends on the licenses purchased (e.g. DSMigrate) and is subject 
to the Product Entitlement definitions.
2.2 Multiple platforms/bundles: If the Software supports multiple platforms or if Company receives the Software 
bundled with other software, the total number of devices on which all versions of the Software is installed may not
exceed Company’s Product Entitlement. Certain Software licensed as part of a suite-based DataSwitch Product may
also require the purchase of a separate DataSwitch server license to use the Software on certain types of servers, 
in each case as specified in the Documentation.
2.3 Term: The license is effective for the limited time specified in in the Grant Letter. If no term is specified, the licenses will 
be perpetual.
2.4 Copies: Company may copy the Software as reasonably necessary for back-up, archival or disaster recovery purposes.
2.5 Affiliates, Managing Parties: Company may permit use of the Software in accordance with this Agreement:
(a) by an Affiliate;
(b) by a third party with which Company enters into a contract to manage Company’s information technology 
resources (Managing Party) if:
(i) the Managing Party only uses the Software for Company’s internal operations and not for the benefit 
of another third party or itself;
(ii) the Managing Party agrees to comply with the terms and conditions of this Agreement; and
(iii) Company provides DataSwitch with written notice that a Managing Party will be using the 
Software on Company’s behalf. Company is responsible and fully liable for each Affiliates’ and Managing Party’s 
compliance with or breach of thisAgreement.
2.6 General restrictions: Company may not, and may not cause or allow any third party to:
(a) decompile, disassemble or reverse-engineer the Software, or create or recreate the source code for the Software;
(b) remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights 
notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any
Software or Documentation; orfail to preserve all copyright and other proprietary notices in all copies Company 
makes of the Software and Documentation;
(c) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, 
distribute or otherwise grant to any person or entity any right to use the Software except to the extent expressly 
permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or
service, any product or service to any person or entity, whether on a fee basis or otherwise;
(d) modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation; 
combine or merge any part of the Software or Documentation with or into any other software or documentation;
or refer to or otherwise use the Software as part of any effort to develop software (including any routine, script,
code, or program) having any functional attributes, visual expressions or other features similar to those of the 
Software to compete with DataSwitch;
(e) except with DataSwitch’s prior written permission, publish any performance or benchmark tests or analysis 
relating to theSoftware;
(f) attempt to do any of activities in Subsections (a) to (e); or
(g) run or operate the Software in a cloud, Internet-based computing or similar on-demand computing environment
unless Company’s
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Grant Letter or the applicable Product Entitlement Definitions specifically allows the use.
3. TECHNICAL SUPPORT AND MAINTENANCE
The Technical Support and Maintenance Terms and Conditions, which are incorporated by reference, apply if Company has
purchased Support. After the Support Period or service subscription period specified in a Grant Letter has expired, Company
has no further rights to receive any Support including Upgrades, Updates and telephone Support. DataSwitch may change 
the Support offered at any time, effective as of the commencement of any Support renewal period.
4. TERMINATION
4.1 Without prejudice to Company’s payment obligations, Company may terminate Company’s license at any time by
uninstalling the Software.
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4.2 DataSwitch may terminate Company’s license if Company materially breaches this Agreement and Company fails to
cure the breach within thirty
(30) days of receiving DataSwitch’s notice of the breach. Upon termination, Company must promptly return, destroy 
or delete permanently all copies of the Software and Documentation.
5. PAYMENTS; TAXES; AUDIT
5.1 Payments: Unless Company is purchasing the DataSwitch Products through an Authorized Partner, in which case 
payment obligations will be exclusively between the Authorized Partner and Company, Company will pay DataSwitch
the fees for the DataSwitch Product within thirty (30) days of the invoice date. Late payments are subject to interest 
of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower. All payment 
obligations are non-cancelable and non-refundable. If Company considers an invoice is incorrect, Company must 
contact DataSwitch in writing within thirty (30) days of the date of invoice to request an adjustment or credit.
5.2 Transaction Taxes: If Company purchases the DataSwitch Products directly from DataSwitch for use or resale, 
Company will pay all applicable transaction taxes, including sales and use taxes, value added taxes, duties, 
customs, tariffs, and other government-imposed transactional charges however designated (and any related interest 
or penalty) on amounts payable by Company under this Agreement (Transaction Taxes). DataSwitch will separately
state on its invoices the Transaction Taxes that DataSwitch is required to collect from Company under applicable 
law. Company will provide proof of any exemption from Transaction Taxes to DataSwitch at least fifteen (15)
Business Days before the due date for paying an invoice. If DataSwitch does not collect the required Transaction 
Taxes from Company but is subsequently required to remit the Transaction Taxes to any taxing authority, Company
will promptly reimburse DataSwitch for the Transaction Taxes, including any accrued penalty or interest charges if 
the failure to timely collect and remit was not due to the fault of DataSwitch.
5.3 Withholding Taxes: All payments due from Company will be made free and clear and without deduction for any 
present and future taxes imposed by any taxing authority. If Company is required by applicable law to deduct or 
withhold income taxes from amounts payable to DataSwitch under this Agreement (Withholding Taxes), Company
will remit, and provide DataSwitch with evidence that Company has remitted, the Withholding Taxes to the 
appropriate taxing authority and pay to DataSwitch the remaining net amount. Company will provide written notice 
to DataSwitch of its intent to withhold (including details of the amounts and legal basis for Withholding Taxes) at 
least fifteen (15) Business Days before the due date for any payments under this Agreement and will cooperate with 
DataSwitch to reduce any Withholding Taxes. If DataSwitch provides Company with valid and official documentation 
issued by the relevant taxing authority for a lower rate of Withholding Taxes, then Company will apply the lower rate.
5.4 If Company purchases the DataSwitch Products through an Authorized Partner, the obligations regarding 
Transaction Taxes or Withholding Taxes will be the exclusive responsibility of the Authorized Partner or Company,
and the rules in Sections 5.2 and 5.3 do not apply as between DataSwitch and Company.
5.5 Income Taxes: Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.
5.6 Audit: DataSwitch may request, and Company must provide within thirty (30) days from the request date, a Softwarefacilitated system-generated report (System Report) verifying Company’s Software deployment. Company 
acknowledges that the System Report is based on technological features of the Software that provide Software 
deployment verification. If the Software does not contain technological features that provide Software deployment 
verification, Company will prepare and provide to DataSwitch an accurate Software deployment verification report 
for the Software within thirty (30) days from DataSwitch’s request. DataSwitch will only request the System Report 
(or Company’s prepared Software deployment verification report) once per year and will not unreasonably interfere 
with the conduct of Company’s business. If a System Report or Company’s prepared Software deployment
verification report identifies that Company is out of compliance with the license terms of this Agreement, Company 
will be required to purchase the additional licenses and pay any reinstatement fees associated with the licenses and 
Support. DataSwitch may also charge an out-of-compliance fee.
6. CONFIDENTIALITY
6.1 Each party acknowledges that it may have access to Confidential Information of the other party in connection with this
Agreement, and that each party’s Confidential Information is of substantial value to the Disclosing Party, which could 
be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.
6.2 Each Recipient of Confidential Information under this Agreement must:
(a) keep the Disclosing Party’s Confidential Information confidential and protect it at least to the same extent it 
protects its own Confidential Information and to the same extent that a reasonable person would protect such 
Confidential Information;
(b) not use the Disclosing Party’s Confidential Information in any way for its own account or the account of any 
third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and
(c) not disclose the Disclosing Party’s Confidential Information except to perform its duties or exercise its rights
under this Agreement or as otherwise authorized under this Agreement, provided that:
(i) any disclosure made to the Recipient’s employees, contractors or agents is on a need-to-know basis; and
(ii) the Recipient’s employees, contractors or agents in receipt of the Confidential Information are under an 
obligation of confidentiality no less stringent than that set forth in this section.
6.3 Notwithstanding the restrictions in Section 6.2, if the Recipient is required to disclose any of the Disclosing Party’s 
Confidential Information by
law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the 
Recipient must:
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(a) where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the 
required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise 
prevent the disclosure;
(b) disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and
(c) assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential
Information to be disclosed.
6.4 Company will immediately, and at least within seventy-two (72) hours, notify DataSwitch if Confidential Information of 
DataSwitch is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if
anyone violates or threaten to violate the terms of this section,
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DataSwitch is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition
to any other rights or remedies it may have.
6.5 Upon the Disclosing Party’s request and upon termination of this Agreement (unless agreed otherwise by the parties
at the time), each party
will return, destroy or delete permanently (at the Disclosing Party’s election) the other party’s Confidential Information.
6.6 On termination of this Agreement, the Recipient must continue to keep the Disclosing Party’s Confidential Information
confidential for five (5)
years in accordance with this section.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 The Software, including its object code and source code, whether or not provided to Company, is Confidential
Information of DataSwitch. DataSwitch (or its licensors) owns exclusively and reserves all rights, title and interest in 
and to the DataSwitch Products and Documentation, including all Intellectual Property Rights as well as any 
Derivative Works. Company may not exercise any right, title and interest in and to the DataSwitch Products,
Documentation or any related Intellectual Property Rights, except for the limited usage rights granted to Company in
this Agreement. Company agrees, on behalf of itself and its Affiliates, that Company and its Affiliates will take no
action inconsistent with DataSwitch’s Intellectual Property Rights.
7.2 This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property Rights or ownership 
rights to the DataSwitch Products or Documentation to Company. Company acknowledges and agrees that the 
DataSwitch Products, Documentation and all ideas, methods, algorithms, formulae, processes and concepts used 
in developing or incorporated into the DataSwitch Products or Documentation, all future Updates and Upgrades, and
all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, 
DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the DataSwitch
Products or Documentation, as applicable, all Derivative Works based on any of the foregoing, and all copies of the 
foregoing are trade secrets and proprietary property of DataSwitch, having great commercial value to DataSwitch.
8. LIMITED WARRANTY AND DISCLAIMER
8.1 Limited warranty: DataSwitch warrants that, for a period of sixty (60) days from the purchase date (Warranty 
Period), the Software licensed under this Agreement will perform substantially in accordance with the 
Documentation (Limited Warranty). Company’s exclusive remedy and DataSwitch’s entire obligation and liability 
for any breach of the Limited Warranty is to repair or replace the Software or refund to Company the price Company
paid for the Software if a repair or replacement of the Software would, in DataSwitch’s opinion, be unreasonable. The
Limited Warranty is conditioned upon Company providing DataSwitch prompt written notice of the Software’s failure
to perform substantially in accordance with the Documentation.
8.2 Exclusion of warranty: The Limited Warranty will not apply if:
(a) the Software is not used in accordance with this Agreement or the Documentation;
(b) the Software or any part of the Software has been modified by any entity other than DataSwitch; or
(c) a malfunction in the Software has been caused by any equipment or software not supplied by DataSwitch.
8.3 Disclaimer of warranties: EXCEPT FOR THE LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS IS”. 
TO THE EXTENT PERMITTED BY LAW, DATASWITCH MAKES NO OTHER REPRESENTATIONS OR 
WARRANTIES OF ANY KIND REGARDING THE SOFTWARE AND SUPPORT, AND DATASWITCH DISCLAIMS 
ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS OR IMPLIED WARRANTIES REGARDING THE
SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. DATASWITCH MAKES 
NO WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE, 
OR THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL- SAFE, UNINTERRUPTED OR FREE FROM 
ERRORS OR DEFECTS; OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS.
8.4 High Risk Systems terms: THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR 
INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH-RISK SYSTEMS. DATASWITCH HAS NO 
RESPONSIBILITY FOR, AND COMPANY WILL INDEMNIFY AND HOLD HARMLESS DATASWITCH FROM, ALL 
CLAIMS, SUITS, DEMANDS AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING ANY 
LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE 
OR EXPENSES (INCLUDING ATTORNEY FEES) ARISING FROM OR IN CONNECTION WITH COMPANY’S USE 
OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING THOSE THAT COULD HAVE BEEN 
PREVENTED BY DEPLOYMENT OF FAIL- SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK
SYSTEM, OR ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF HIGH 
RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE, OR THAT THE 
FAILURE OF THE SOFTWARE CAUSED A HIGH RISK SYSTEM TO FAIL.
8.5 Third parties: The DataSwitch Products may contain independent third-party products and rely on them to perform
certain functionality, including malware definitions or URL filters and algorithms. DataSwitch makes no warranty as 
to the operation of any third-party products or the accuracy of any third-party information.
9. LIMITATION OF LIABILITY: EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS 
UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS 
PAID OR PAYABLE BY COMPANY TO DATASWITCH UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO 
THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS 
AGREEMENT, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE
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POSSIBILITY OF THOSE DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIMS ARISE UNDER
CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT
LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
10. INDEMNIFICATION
10.1 Company indemnification obligations: Company will unconditionally indemnify and defend DataSwitch, its 
Affiliates, and their officers, directors, employees, contractors and agents (each a DataSwitch Indemnified Party) 
against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that a DataSwitch
Indemnified Party incurs as a result of or in connection with:
(a) any third-party claims arising from:
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(i) Company‘s failure to obtain any consent, authorization or license required for DataSwitch’s use of data,
software, materials,
systems, networks or other technology provided by Company under this Agreement;
(ii) Company's use of the Software in a manner not expressly permitted by this Agreement;
(iii) DataSwitch’s compliance with any technology, designs, instructions or requirements provided by
Company or a third party on
Company’s behalf;
(iv) any claims, costs, damages and liabilities whatsoever asserted by any Company Representative; or
(v) any violation by Company of applicable laws; and
(b) any reasonable costs and attorneys’ fees required for DataSwitch to respond to a subpoena, court order or 
other official government inquiry regarding Company’s use of the Software.
10.2 DataSwitch indemnification obligations
(a) DataSwitch will indemnify Company and, at DataSwitch’s election, defend Company against a third-party 
claim asserted against Company in a suit or action if the claim is for direct patent infringement, for direct 
copyright infringement, or for DataSwitch’s trade secret misappropriation, and the claim is asserted against 
the Software alone and not in combination with anything else, or solely a combination of DataSwitch Products.
(b) Exclusions: Notwithstanding anything to the contrary in this Agreement, DataSwitch will not indemnify or 
defend Company for claims asserted, in whole or in part, against:
(i) technology. designs or requirements that Company gave to DataSwitch;
(ii) modifications or programming to Software that were made by anyone other than DataSwitch; or
(iii) the Software’s alleged implementation of some or all of a Standard.
(c) Remedies: DataSwitch may, in its sole discretion and at its own expense, with respect to any Software that is 
subject to a claim:
(i) procure Company with the right to continue using the Software;
(ii) replace the Software with a non-infringing Software;
(iii) modify the Software so that it becomes non-infringing; or
(iv) upon Company’s return of the Software to DataSwitch and removal of the Software from Company’s 
systems, refund the residual value of the purchase price Company paid for the infringing Software, 
depreciated using a straight-line method of depreciation over a three (3) year period from the date of 
delivery of the Software to Company.
10.3 Indemnification procedure: The indemnified party (Indemnitee) will: (a) provide prompt written notice to the
indemnifying party (Indemnitor) of the claim (provided that the failure to provide timely notice that prejudices the
Indemnitor will relieve the Indemnitor of its obligations under this section to the extent the Indemnitor has been
prejudiced and the failure to provide timely notice will relieve the Indemnitor of any obligation to reimburse the 
Indemnitee for its attorney’s fees incurred prior to notification); (b) reasonably cooperate in connection with the 
defense or settlement of the claim; and (c) give the Indemnitor sole control over the defense and settlement of the
claim, provided that any settlement of a claim will not include a specific performance obligation or admission of 
liability by the Indemnitee.
10.4 Personal and exclusive indemnity: The foregoing indemnities are personal to the parties and may not be
transferred anyone. This section states the parties’ entire indemnification obligations, and Company’s exclusive 
remedy claims involving Intellectual Property Rights.
11. ADDITIONAL TERMS
11.1 Evaluation Software: If DataSwitch identifies the Software licensed to Company as “Evaluation” Software, this 
section and Section 11.3 apply and supersede any conflicting term of this Agreement. Company’s royalty-free, nontransferable, limited license to use the Evaluation Software, for evaluation purposes only, is limited to thirty (30) days 
unless agreed otherwise in writing by DataSwitch. The Evaluation Software may contain errors or other problems 
that could cause system or other failures and data loss. Company may use any information about the Evaluation 
Software gathered from its use solely for evaluation purposes and must not provide that information to any third 
parties. The restrictions described in Section 2.6 apply. If Company fails to destroy the Evaluation Software after the
evaluation period has expired, DataSwitch may, at its discretion, invoice Company in an amount equal to the 
DataSwitch book price for the Software and Company must pay such invoice upon receipt.
11.2 Beta Software: If DataSwitch identifies the Software licensed to Company as “Beta” Software, this section, Sections 
11.1 (with all references to “Evaluation Software” being replaced with “Beta Software”) and 11.3 apply. DataSwitch
has no obligation to Company to further develop or publicly release the Beta Software. Support is not available for 
Beta Software. If requested by DataSwitch, Company will provide feedback to DataSwitch regarding testing and use 
of the Beta Software, including error or bug reports. Company grant DataSwitch a perpetual, non-exclusive, royaltyfree, worldwide license to use, copy, distribute and make Derivative Works and incorporate the feedback into any
DataSwitch Product, at DataSwitch’s sole discretion. Upon receipt of a later unreleased version of the Beta Software 
or release by DataSwitch of a publicly released commercial version of the Beta Software, Company must return,
destroy or delete permanently all earlier Beta Software received from DataSwitch.
11.3 Disclaimer of warranties: DataSwitch’s indemnification obligations under Section 10 do not apply to Evaluation 
Software and Beta Software. Evaluation Software and Beta Software are provided to Company solely on an “AS IS” 
basis. To the extent permitted by law, DataSwitch makes no other warranties of any kind, express or implied, with 
respect to the Evaluation Software and Beta Software, and disclaims all other obligations and liabilities, or express 
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and implied warranties regarding the Evaluation Software and Beta Software, including quality, conformity to any 
representation or description, performance, merchantability, fitness for a particular purpose, non-infringement; or 
that the Evaluation Software and Beta Software will be free from errors or defects. Company assumes all risk of use
of Evaluation Software and Beta Software. If the laws in Company's jurisdiction do not allow the exclusion of express 
or implied warranties, the disclaimer in this section may not apply and the express or implied warranties will be limited
in duration to any minimum period required by applicable law, and the aggregate liability of DataSwitch and licensors 
will be limited to the sum of fifty (50) United States dollars (or the then-current value in the relevant local currency) 
in total.
11.4 “Free” or Open-Source Software: The Software may include components (including programs, applications, tools, 
utilities, libraries, and other programming code) that are made available from third parties under a free or open 
source software licensing model (FOSS Code). FOSS Code components included with the Software are 
redistributed by DataSwitch under the terms of the applicable FOSS Code license for such component; Company’s
receipt of FOSS Code components from DataSwitch under this Agreement neither enlarges nor curtails Company’s
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rights or obligations defined by the FOSS Code license applicable to the FOSS Code component. Copies of the FOSS 
Code licenses for
FOSS Code components included with Software are included with or referenced in the Software’s Documentation.
12. PRIVACY AND COLLECTION OF PERSONAL DATA OR SYSTEM INFORMATION
12.1 The Software or Support may employ applications and tools to collect Personal Data, sensitive data or other
information about Company and End Users ( including End Users’ name, address, e-mail address and payment
details), their computers, files stored on their computers, or their computers’ interactions with other computers 
(including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type,
RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total
scanners deployed, database size, system telemetry, device ID, IP address, location, content, DataSwitch products 
installed, DataSwitch components, processes and services information, frequency and details of update of
DataSwitch components, information about third party products installed, extracts of logs created by DataSwitch,
usage patterns of DataSwitch products and specific features, etc.) (collectively, Data).
12.2 The collection of the Data may be necessary to provide Company and End Users with the relevant Software or 
Support functionalities as ordered (including detecting and reporting threats and vulnerabilities on Company’s and
End Users’ computer network), to enable DataSwitch to improve Software or Support (including content
synchronization, device tracking, troubleshooting, etc.), to enable DataSwitch to manage licenses to Software or 
Support, and to further or improve overall security for Company and End Users. Company may be required to 
uninstall the Software or disable Support to stop further Data collection that supports these functions.
12.3 By entering into this Agreement, or using the Software, Support or service subscription, Company and End Users
agree to the DataSwitch Privacy Policy available at https://www.DataSwitch.com/enterprise/enus/about/legal/privacy.htmland to the collection, processing, copying, backup, storage, transfer and use of the Data 
by DataSwitch and its service providers, in, from and to the United States, Europe, or other countries or jurisdictions
potentially outside of Company’s or End Users’ own jurisdiction as part of the Software, Support or service
subscription. DataSwitch will only collect, process, copy, backup, store, transfer and use Personal Data in 
accordance with the DataSwitch Privacy Policy including DataSwitch’s Data Processing Agreement found on such 
page, if such is applicable and is executed by the parties.
12.4 Company will secure any and all privacy-related rights and permissions from individual persons as may be required
by regulation, statute, or other law or Company’s internal policies or guidelines in order to disclose Company 
Personal Data, in order to use the Software, and/or in connection with DataSwitch’s performance of Support or 
otherwise under this Agreement.
13. COMPLIANCE WITH LAWS
13.1 Each party will comply with the applicable national, state and local laws with respect to its rights and obligations under
this Agreement, including applicable privacy and export control laws and regulations, the U.S. Foreign Corrupt
Practices Act, and other applicable anti-corruption laws.
13.2 Company will not, directly or indirectly, export, transmit, permit access or use any DataSwitch Products or technical 
data (or any part of DataSwitch Products or technical data) or system or service incorporating any DataSwitch Products
to or in any country to which export, transmission or access is restricted by regulation, statute or other law, without the
authorization, if required, of the Bureau of Industry and Security of the U.S. Department of Commerce or any other
competent governmental entity that may have jurisdiction over export or transmission. Company will not use, transfer 
or access any DataSwitch Products for end use relating to any nuclear, chemical or biological weapons, or missile
technology unless authorized by the U.S. Government by regulation or specific license.
13.3 Company acknowledges and agrees that certain DataSwitch Products containing encryption may require authorization 
from the U.S. and other competent authorities including the European Union, prior to export. Company also 
acknowledges and agrees that certain DataSwitch Products containing encryption may be subject to import or use 
restrictions in other countries. Additional information regarding exporting and importing DataSwitch Products may be 
found on DataSwitch’s “Export Compliance” webpage (www.DataSwitch.com/us/about/export-compliance.aspx), as 
updated from time to time.
13.4 If DataSwitch receives notice that Company is or becomes identified as a sanctioned or restricted party under 
applicable law, DataSwitch will not be obligated to perform any of its obligations under this Agreement if such
performance would result in violation of the sanctions or restrictions.
14. GENERAL PROVISIONS
14.1 Relationship: The parties are independent contractors under this Agreement and expressly disclaim any partnership, 
franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this 
Agreement to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties
and listed Affiliates. This Agreement is not intended to create a third-party beneficiary of any kind. Company must not
represent to any third party that it has any right to bind DataSwitch in any manner and Company will not to make any 
representations or warranties on behalf of DataSwitch.
14.2 Severability: If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the 
court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be 
made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect 
neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue 
in full force and effect.
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14.3 No waiver: A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right
to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this 
Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.
14.4 Force Majeure; other excusable failures or delays in performance
(a) Neither party is liable for delays or failures to perform any of its obligations under this Agreement to the extent 
caused by a Force Majeure Event.
(b) DataSwitch’s failures or delays in its performance are excused to the extent they result from:
(i) Company’s acts or omissions, or those of its employees, agents, users, affiliates or contractors;
(ii) notwithstanding the generality of Section 14.4(b)(i), Company’s failure or delay in the 
performance of a specific task, obligation or responsibility under this Agreement or a Schedule,
which task, obligation, or responsibility is a condition or requirement for a DataSwitch task,
obligation, or responsibility;
(iii) reliance on instructions, authorizations, approvals or other information from Company; or
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(iv) acts or omissions of third parties (unless directed by DataSwitch).
14.5 Governing law: All disputes arising out of or relating to this Agreement or its subject-matter will be governed by the 
following substantive laws, excluding rules relating to conflict of laws:
(a) the laws of the State of New York, if Company purchased the DataSwitch Products in the United States,
Mexico, Central America,
Canada, South America, or the Caribbean; or
(b) the laws of the Republic of Ireland, if Company purchased the DataSwitch Products in Europe, Middle East, 
Africa, or the region commonly referred to as Oceania (except Australia and New Zealand) as well as any other
country not covered in this section, unless another local law is required to apply; or
(c) the laws of Japan, if Company purchased the DataSwitch Products in Japan; or
(d) the laws of the Republic of Singapore, if Company purchased the DataSwitch Products in Asia Pacific 
(including Australia and New Zealand).
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information
Transactions Act do not apply to this Agreement.
14.6 Jurisdiction: The following courts will each have exclusive jurisdiction over all disputes arising out of or relating to this
Agreement or its subject- matter:
(a) the United States District Court for the Southern District of New York and state courts located in the state of 
New York, when New York law applies; or
(b) the courts in the Republic of Ireland, when the law of Ireland applies; or
(c) the Tokyo District Court, when the law of Japan applies; or
(d) the courts in the Republic of Singapore when the law of Singapore applies.
14.7 Entire Agreement, order of precedence and amendments
(a) This Agreement constitutes the entire understanding between DataSwitch and Company relating to its
subject-matter and supersede all oral or written proposals, and all communications between the parties 
relating to its subject-matter. This Agreement, including all document incorporated by reference, as well as 
the Grant Letter will prevail, notwithstanding any variance with any purchase order or other written instrument 
submitted by Company, whether or not expressly rejected by DataSwitch.
(b) DataSwitch reserves the right to amend any terms of this Agreement at any time. Any amendment will be 
effective on the posting of an updated version at www.DataSwitch.com/eula.
14.8 Notices: Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the party 
giving it, and addressed to the relevant DataSwitch entity, “Attention Legal Department”, at the corresponding address, 
or to Company, at the contact information Company provided when purchasing or registering for the DataSwitch
Products. Notices will be considered delivered when received if delivered by hand with receipt; the next Business Day 
after sending it by pre-paid, nationally-recognized, overnight air courier with tracking capabilities; or five (5) Business 
Days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address 
mentioned above.
14.9 Additional documents and references: References to hyperlinked terms in this Agreement are references to the
terms or content linked to the hyperlink (or the replacement hyperlink as DataSwitch may identify from time to time) as 
amended from time to time. Company acknowledges that the terms or content in the hyperlink are incorporated in this 
Agreement by reference and that it is Company’s responsibility to review the terms or content in the hyperlinks 
referenced in this Agreement.
14.10 Assignment: Company may not sublicense, assign or transfer its rights under this Agreement without DataSwitch’s 
prior written consent. Any attempt by Company to sublicense, assign or transfer any of its rights, duties or obligations 
under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.
14.11 Notice to U.S. Government End Users: The Software and accompanying Documentation are considered “commercial
computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section
227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display 
or disclosure of the Software and accompanying Documentation by the United States Government will be governed
solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.
14.12 Survival: The following sections, together with any other terms necessary for the interpretation or enforcement of this 
Agreement, will survive termination of this Agreement: 6 (Confidentiality), 7 (Intellectual Property Rights), 8 (Limited 
warranty and disclaimer), 9 (Limitation of liability), Error! Reference source not found. (Indemnification), 11.3 
(Disclaimer of warranties regarding Evaluation Software and Beta Software), 12 (Privacy and collection of Personal
Data or system information), 14.5 (Governing law), 14.6 (Jurisdiction), 15 (Definitions and interpretation) and this 
Section 14.12 (Survival).
15. DEFINITIONS AND INTERPRETATION
15.1 In this Agreement:
(a) Authorized Partner means any of DataSwitch’s Affiliates, Distributors, Resellers or other business partners.
(b) Affiliates, with respect to Company, means any entity that, directly or indirectly, controls, is controlled by, or
is under direct or indirect common control with such entity or one or more of the other Affiliates of that entity 
(or a combinationthereof).
For the purpose of this definition, an entity controls another entity if and as long as the first entity:
(i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity;
TSIPL EULA (v 2021) DataSwtich Confidential Page 12 of 8
(ii) can elect a majority of the directors of the other entity; or
(iii) provides day to day management of such entity under contract or as managing general partner.
Affiliate, with respect to DataSwitch, means any direct or indirect subsidiary of DataSwitch, LLC.
(c) Business Day means any day other than a Saturday, Sunday, statutory or public holiday in the place 
where the DataSwitch Products are provided.
(d) Cloud Services means the cloud services that DataSwitch provides to Company as specified in one or 
more Grant Letters under the terms and conditions of the Cloud Services Agreement.
(e) Cloud Services Agreement means the terms and conditions that govern the applicable Cloud Services, 
available at
TSIPL EULA (v 2021) DataSwtich Confidential Page 13 of 8
https://www.DataSwitch.com/enterprise/en-us/about/legal/cloud-terms-of-service.html.
(f) Confidential Information means any information (regardless of the form of disclosure or the medium used
to store or represent it) of a party (Disclosing Party), including trade secrets and technical, financial or 
business information, data, ideas, concepts or know-how, that:
(i) is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if
oral or visual, is
confirmed as confidential by the Disclosing Party in writing within fifteen (15) days of disclosure; or
(ii) the receiving party (Recipient) should reasonably have considered to be confidential under the
circumstances surrounding disclosure.
However, Confidential Information does not include any information that:
(iii) written records demonstrate was lawfully acquired by or previously known to the Recipient 
independent of the Disclosing Party;
(iv) is received from a third party without restrictions on its use or disclosure and not by inadvertence or
mistake;
(v) is or has become disseminated to the public through no fault of the Recipient and without 
violation of the terms of this Agreement or other obligation to maintain confidentiality; or
(vi) is created independently by the Recipient without breach of this Agreement, including any obligation
of confidentiality owed to the Disclosing Party.
(g) Consequential Damages means indirect, special, incidental, punitive, exemplary, consequential or extracontractual damages of any kind. including third-party claims, loss of profits, loss of goodwill, loss of personnel 
salaries, computer or system failure or malfunction, costs of obtaining substitute cloud services, work 
stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, 
or stolen data, information or systems as well as the costs of restoring any lost, damaged, or stolen data, 
information or systems.
(h) DATs means detection definition files (also referred to as signature files) that contain the codes anti-malware
software uses to detect and repair viruses, Trojan horses, and potentially unwanted programs.
(i) Distributor means any independent entity authorized by DataSwitch to distribute DataSwitch Products to 
Resellers or End Users.
(j) Derivative Work means a work that is based on one or more preexisting works (such as a revision, translation,
dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other 
form in which preexisting work may be recast, transformed or adapted) which, if created without the 
authorization of the copyright owner of the preexisting work, would constitute copyright infringement.
(k) Documentation means any explanatory materials, such as user manuals, training materials, product 
descriptions, regarding the implementation and use of DataSwitch Products that is provided by DataSwitch
with the DataSwitch Products. Documentation is provided in printed, electronic or online form.
(l) End User means the individual or entity that is licensed or authorized to use the Software under this Agreement.
(m) Force Majeure Event means any event beyond a party’s reasonable control that, by its nature, could not 
have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other 
industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, 
acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by 
DataSwitch’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of 
communications or energy sources, malicious damage, breakdown of plant or machinery, or default of 
suppliers or sub-contractors.
(n) Grant Letter means any written (electronic or otherwise) confirmation notice that DataSwitch issues to
Company confirming the DataSwitch Products purchased and applicable Product Entitlement. The Grant 
Letter identifies the SKU number, quantity, Subscription Period or Support Period, and other access and use
details.
(o) High Risk System means a device or system that requires extra safety functionalities such as fail-safe or faulttolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the 
device or system could lead directly to death, personal injury or catastrophic property damage. A device or 
system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, 
may include a secondary system that comes into operation to prevent a malfunction, or may operate as a
backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may
continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, 
High Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct 
life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, 
weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.
(p) Intellectual Property Rights means all intellectual property or other proprietary rights throughout the world,
whether existing under statute, at common law or in equity, now existing or created in the future, including:
(i) copyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors’ rights;
(ii) any application or right to apply for any of the rights referred to in paragraph (i); and
(iii) all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications 
referred to in paragraphs (i) and (ii).
(q) DataSwitch means:
DataSwitch, Inc, with office located at 16192 Coastal Highway,Lewes, Delaware 19958, USA
TSIPL EULA (v 2021) DataSwtich Confidential Page 14 of 8
.
(r) DataSwitch Products means any of DataSwitch’s Software or Support.
(s) Open Source Software means any royalty-free software that requires, as a condition of use, 
modification or distribution of the software or any other software incorporated into, derived from or 
distributed with the software (Derivative Software), any of the following:
(i) The source code of the software or any Derivative Software must be released or otherwise made 
available to third parties;
(ii) Permission for creating derivative works of the software or any Derivative Software must be granted to
third parties; and
(iii) Changes made to the software must be documented and disclosed when the software or any 
Derivative Software is being distributed.
Open Source Software includes any software that is subject to: the GNU General Public License, GNU 
Library General Public License, Artistic License, BSD license, Mozilla Public License, Affero GNU General 
Public Licenses, or any license listed on www.opensource.org/licenses.
(t) Personal Data or Personal Information means any information relating to an identified or identifiable 
individual or is otherwise defined as ‘Personal Data’ under the General Data Protection Regulation or other
applicable data protection laws. to the extent that the definition of ‘Personal Data’ under the applicable data 
protection laws is broader than the preceding definitions.
(u) Product Entitlement means the license or subscription types set forth in the Grant
Letter and defined at https://www.DataSwitch.com/enterprise/enus/assets/legal/DataSwitch-product-entitlement-definitions.pdf.
(v) Representatives means a party’s Affiliates, permitted resellers, subcontractors, or authorized agents
(w) Reseller means a company that has been authorized by DataSwitch and has agreed to market and resell 
DataSwitch Products.
(x) Software means any software program owned or licensed by DataSwitch, as the context require, in object 
code format:
(i) licensed from DataSwitch and purchased from DataSwitch or its Authorized Partners: or
(ii) embedded in or pre-loaded on DataSwitch-branded hardware equipment purchased from DataSwitch
or its Authorized Partners, in each case including Upgrades and Updates that the End User installs 
during the applicable Support Period.
Software may also include additional features or functionality that can be accessed with either a 
subscription or Support agreement to certain Cloud Services as required by the specific offering and 
subject to the Cloud Services Agreement.
(y) Standard means a technology specification created by a government sponsored group, an industry 
sponsored group, or any similar group or entity that creates technology specifications to be used by
others. Examples of Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of 
groups that create Standards include IEEE, ITU, 3GPPand ETSI.
(z) Support or Technical Support means the services that DataSwitch (or an Authorized Partner)
provides for the support and maintenance of the DataSwitch Products, as specified in the 
Technical Support and Maintenance Terms and Conditions.
(aa) Support Period means the period for which the End User is entitled to Support, as specified in a Grant Letter.
(bb) Technical Support and Maintenance Terms and Conditions means the DataSwitch Technical 
Support and Maintenance for Hardware and Software terms and conditions that detail Support, available 
at http://support.DataSwitch.com/webcenter/content/conn/enterprisecontent/path/Enterprise%20Libraries/sp/WebContent/ProgramsAndPolicies/Corporate_TechSupport_Ter
ms.pdf, as amended or updated from time to time.
(cc) Updates means any updates to the content of the Software or Cloud Services, and includes all DATs, 
signature sets, policy updates, database updates for the Software or Cloud Services, and updates to the 
related Documentation that are madegenerally available to End Users after the date of purchase of the 
Software or of subscription of the Cloud Services as a part of purchased Support. Updates are not 
separately priced or marketed by DataSwitch.
(dd) Upgrade means any and all improvements in the Software or Cloud Services that are generally made
available to End Users as a part of purchased Support. Upgrades are not separately priced or marketed 
by DataSwitch.
15.2 In this Agreement, unless a contrary intention appears:
(a) a reference to a party includes its executors, administrators, successors and permitted assigns;
(b) headings are for ease of reference only and do not affect the interpretation or meaning of this Agreement;
(c) the singular includes the plural and vice versa and words importing a gender include other genders;
(d) other grammatical forms or parts of speech of defined words or phrases have corresponding meanings;
(e) a reference to a clause, paragraph, exhibit, schedule or other annexure is a reference to a clause or
paragraph of or exhibit, schedule or annexure e to this Agreement;
(f) the words “include”, "including", “such as” and similar expressions are not used as, nor are intended to be, 
interpreted as words of limitation; and
(g) the meaning of this Agreement will be interpreted based on its entirety and not just on isolated parts.