End User License Agreement (EULA)

PREAMBLE

These End User License Agreement Terms (“Terms”) govern your use of the TruWipe™ software (“Software”), including any associated user manuals, technical documentation, and other materials provided by Phoenix Innovations LLC (“Licensor”), whether in printed, electronic, or other form (“Documentation”). These Terms apply to you (“Authorized User” or “you”) as an individual authorized by a Licensee under a Software License Agreement between Licensor and your employer or the entity controlling the device on which the Software is installed (“Licensee”).

These Terms have been updated to comply with applicable data protection laws including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Digital Personal Data Protection Act, 2023 (India) (“DPDP Act”), and other applicable privacy regulations.

1. ACCEPTANCE OF TERMS

OUR SOFTWARE AND WEBSITE ARE NOT INTENDED FOR INDIVIDUALS UNDER THE AGE OF 16. BY INSTALLING THE SOFTWARE ON YOUR COMPUTING SYSTEM YOU:

Accept and agree to be legally bound by these Terms;

Represent that you are of legal age and have full authority to bind Licensee to these Terms;

Acknowledge that Licensor has reviewed and updated these Terms to reflect applicable data protection obligations under GDPR and the DPDP Act.

If you do not agree to these Terms, you must not install or use the Software and must notify your Licensee administrator immediately.

2. LICENSE GRANT

Subject to your full compliance with these Terms, Licensor grants you a:

Non-exclusive

Non-transferable

Non-sublicensable

Revocable

license to use the Software solely: (a) in accordance with the Documentation; (b) on equipment provided by Licensee; and (c) for Licensee’s internal business purposes.

2.1 Termination of License

This license terminates immediately, without further notice, upon the earlier of:

The expiration or earlier termination of the Software License Agreement between Licensor and Licensee; or

Your ceasing to be an Authorized User for any reason.

3. USE RESTRICTIONS

You shall not, directly or indirectly, without the prior written consent of Licensor:

Use the Software or Documentation except as set forth in Section 2;

Copy the Software or Documentation, in whole or in part;

Modify, translate, adapt, or otherwise create derivative works of the Software;

Combine or incorporate the Software with other programs not approved by Licensor;

Reverse engineer, disassemble, decompile, decode, or otherwise attempt to access the source code;

Remove, alter, or obscure any copyright, trademark, or proprietary notices;

Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer access to the Software to any third party;

Use the Software in violation of any applicable law, regulation, or rule;

Use the Software for competitive analysis or development of competing products;

Use the Software to process personal data beyond the scope permitted under applicable privacy laws.

4. COMPLIANCE MEASURES & TECHNICAL CONTROLS

The Software may incorporate technological copy protection, license validation, and security features to prevent unauthorized use. You shall not attempt to remove, disable, circumvent, or work around any such controls.

4.1 Audit Rights

Licensor reserves the right to audit your use of the Software upon reasonable notice to verify compliance with these Terms. You agree to cooperate with such audits and provide reasonable access to relevant records.

5. DATA PROTECTION AND PRIVACY

This Section supplements and, to the extent applicable, supersedes the Software License Agreement with respect to data protection obligations. It is incorporated to ensure compliance with GDPR, the DPDP Act, and other applicable data protection laws. Phoenix Innovations LLC is part of The Phoenix Group (phoenix.tech) and processes data in accordance with The Phoenix Group’s overarching privacy framework.

5.1 Data Processing Roles

As between Licensor and Licensee:

Licensor acts as a Data Processor (under GDPR) or Data Processor/Service Provider (under DPDP Act) with respect to any personal data processed through the Software;

Licensee acts as the Data Controller/Data Fiduciary and is responsible for establishing a lawful basis for processing personal data using the Software.

5.2 Your Data Protection Obligations

As an Authorized User, you agree to:

Process personal data only as instructed by Licensee and in accordance with applicable data protection laws;

Not access, use, copy, or disclose personal data beyond the scope necessary for your authorized functions;

Immediately report any suspected data breach, unauthorized access, or privacy incident to your Licensee’s designated data protection contact;

Comply with Licensee’s data protection policies and Licensor’s Documentation regarding secure use of the Software.

5.3 GDPR Compliance (EU/EEA Users)

Where the Software processes personal data of individuals in the EU/EEA:

Processing shall be conducted only on documented instructions from Licensee;

Licensor maintains appropriate technical and organizational security measures as set out in the Software License Agreement;

International transfers of personal data outside the EEA are subject to appropriate safeguards including Standard Contractual Clauses where applicable;

Data subjects may exercise their rights (access, rectification, erasure, portability, objection) by contacting Licensee, who bears primary responsibility for responding.

5.4 DPDP Act Compliance (India)

Where the Software processes Digital Personal Data of Data Principals located in India:

Licensor shall act as a Data Processor under the DPDP Act and process data only on lawful instructions from the Data Fiduciary (Licensee);

Data Principals retain rights including the right to access, correction, erasure, and grievance redressal as provided under the DPDP Act;

Licensor shall assist Licensee in honoring Data Principal requests within the timelines prescribed by law;

Cross-border transfers of Digital Personal Data shall comply with restrictions notified by the Central Government under Section 16 of the DPDP Act.

5.5 No Tracking Technologies

Consistent with The Phoenix Group’s privacy practices, TruWipe™ does not use tracking technologies to collect information. The Software does not support “Do Not Track” requests. Any personal data processing occurs strictly for the purposes set out in the Privacy Policy and these Terms.

5.6 Security Obligations

You shall implement and maintain reasonable security practices proportionate to the sensitivity of the data being processed, in accordance with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, ISO/IEC 27001, or equivalent standards as applicable.

6. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software is licensed, not sold. All right, title, and interest — including all intellectual property rights — in and to the Software remain exclusively with Licensor. You acquire no ownership rights under these Terms. You shall use commercially reasonable efforts to safeguard the Software against infringement, misappropriation, theft, or unauthorized access.

7. DISCLAIMER OF WARRANTY

THE SOFTWARE IS PROVIDED TO YOU PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU HAVE NO RIGHTS UNDER THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, INCLUDING ANY RIGHT TO ENFORCE ITS TERMS. ANY LIABILITY LICENSOR MAY HAVE WITH RESPECT TO YOUR USE OF THE SOFTWARE IS SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

Notwithstanding the foregoing, nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded under applicable mandatory law, including mandatory provisions of GDPR or the DPDP Act.

9. EXPORT REGULATION

The Software may be subject to export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to any jurisdiction or country where such export is prohibited by law, rule, or regulation. You shall obtain all required export licenses or governmental approvals prior to any such transfer.

10. AMENDMENTS AND UPDATES

Licensor may update these Terms from time to time to reflect changes in applicable law, including data protection regulations. Licensee will be notified of material changes via the Software License Agreement process. Continued use of the Software following the effective date of any update constitutes acceptance of the revised Terms.

11. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the internal laws of the State of Texas, without regard to conflict of law principles, except that:

Obligations under GDPR are governed by applicable EU law and the laws of the relevant EU Member State;

Obligations under the DPDP Act are governed by the laws of India to the extent mandated thereunder.

Any dispute, claim, or controversy arising out of or relating to these Terms shall first be subject to good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in Austin, Texas, conducted under the rules of JAMS.

12. GENERAL PROVISIONS

12.1 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.2 Entire Agreement

These Terms, together with the Software License Agreement between Licensor and Licensee, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.

12.3 Waiver

No waiver of any provision of these Terms shall be effective unless in writing. Failure to enforce any right or provision shall not constitute a waiver of that right.

12.4 Contact

For questions about these Terms, please contact:

Phoenix Innovations LLC, Legal Department

Email: legal@phoenixinnovations.com

For data protection matters: dpo@phoenixinnovations.com