END USER LICENCE AGREEMENT FOR VISOKIO SOFTWARE

Version: EULA-2026.9

IMPORTANT—READ CAREFULLY: This Visokio End-User Licence Agreement (“EULA”) is a legal agreement between you (either an individual person or a single legal entity, referred to as “You”) and Visokio Limited (“Visokio”) for the current Omniscope software supplied with or under this EULA, including associated components, updates and documentation (the “Software Product”), unless separate terms apply. This EULA does not retrospectively amend an existing licence or agreement. By accepting this EULA, or by installing, accessing or using the Software Product after the terms have been made reasonably available to You and You have been informed that such conduct constitutes acceptance, You agree to be bound by it. For a paid purchase, You may also accept this EULA as part of an Order under Section 1. Paid licences are supplied for business, professional and organisational use; the Free edition is for personal, non-commercial use only. If You do not agree to this EULA, do not install, access or use the Software Product. Where this EULA formed part of an accepted Order, a later decision not to accept it does not by itself cancel that Order or entitle You to a refund.

SOFTWARE PRODUCT LICENCE

The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.

1. GRANT OF LICENCE.

This Section of the EULA describes Your general rights to install and use the Software Product. The licence rights described in this Section are subject to all other terms and conditions of this EULA.

Order and licence terms. An “Order” means a quotation, invoice, order form, subscription record or other commercial offer issued by Visokio or an authorised reseller and accepted by You, together with any documents it incorporates. The Order, read together with any applicable defaults in this EULA, identifies the Software Product, applicable edition or plan, licence term, price and material limits, including any permitted users, installations, deployments, integrations or commercial use. The Order includes applicable plan or edition terms expressly identified in the offer or Order and made reasonably available to You before acceptance. Where no version of those terms is specified, the version published by Visokio on the date the Order was issued applies, provided it was reasonably available to You before acceptance. An Order may be accepted in writing, electronically, by payment, or by other conduct objectively demonstrating acceptance after its material terms have been communicated. An email or other written communication may form part of an Order where issued as a commercial offer or confirmation or expressly incorporated in it; a separate signed agreement or purchase order is not required. A person accepting this EULA or an Order on behalf of an organisation confirms that they are authorised to bind it. A renewal invoice or continued background operation alone does not create a new annual commitment.

Visokio or the authorised reseller may identify this EULA and make a copy or link reasonably available with the commercial offer before acceptance. If an Order refers to this EULA but does not state a version, the standard version published by Visokio on the date the Order was issued applies, provided it was reasonably available to You before acceptance. Where the Order refers to a standard Software Support Agreement but does not state a version, the same rule applies to that agreement. A different version expressly agreed by the parties prevails. A later change to a link does not by itself alter an existing agreement. Visokio retains dated copies and will provide the applicable copy on request.

Licence term and payment. Unless the accepted Order identifies a monthly subscription, a perpetual licence or another term, a paid Software Product licence has a term of twelve (12) months. An annual licence expires at the end of its term unless renewed by agreement; it does not automatically renew. A multi-year commitment must be expressly agreed and remains binding for its full agreed term even if invoiced annually or keys are refreshed. Activating or using a key issued for a renewal constitutes acceptance of the identified renewal Order only where its terms and this EULA have been made reasonably available and You were clearly informed before that action that it would constitute acceptance.

Monthly subscriptions renew monthly until cancelled, with cancellation effective at the end of the current paid period. For monthly subscriptions, Visokio may apply a revised EULA to future monthly periods by giving at least thirty (30) days’ prior written notice identifying the revised version, where it is available and its effective date. It applies from the first monthly renewal after that notice period unless You cancel before then. This does not change accrued rights or completed periods, or amend an existing agreement that does not permit the change. Visokio may change the monthly price or elect not to renew on at least thirty (30) days’ notice, effective no earlier than the first monthly renewal after that notice period; You may cancel before a changed price applies.

Except as expressly provided in this EULA, the accepted Order or required by applicable law, fees paid are non-refundable. A request to cancel does not terminate an accepted Order for convenience before the end of its committed term. This does not prevent cancellation of a monthly subscription effective at the end of the current paid period.

Unless otherwise agreed, invoices are payable within thirty (30) days of issue. If You dispute an invoice in good faith, notify Visokio with reasonable detail promptly; You may withhold the disputed amount for forty-five (45) days after Visokio receives the notice while the parties work to resolve it. Thereafter Visokio may suspend the affected entitlement on ten (10) days’ written notice unless the disputed amount is paid, including under protest. Undisputed amounts remain payable when due. If an undisputed amount remains unpaid after its due date, Visokio may suspend the affected licence or services on at least fourteen (14) days’ written notice unless payment is received before suspension. The procedure above continues to apply to amounts disputed in good faith.

General Licence Grant to Install and Use Software Product: Subject to this EULA and the applicable Order, Visokio grants You a non-exclusive licence to install, access and use the Software Product during the applicable licence term within the edition, plan and usage limits agreed in the Order. A licence may not be used beyond those limits; Shared seats are permitted only to the extent allowed by the Order. Your affiliates or contractors may use the Software Product only where the Order permits and within its limits; You are responsible for their compliance with this EULA. A named-user licence is for the named user only and may not be shared. A shared-seat licence may be used by different users only within the concurrent-user and other limits stated in the Order. Licence keys may be deactivated and moved subject to Visokio’s applicable activation controls. Where Visokio supplies the Free edition, one individual may use it for personal, non-commercial purposes only, within the usage limits and any licence term made reasonably available with it, subject to this EULA. Where Visokio separately supplies the Software Product for trial, evaluation, demonstration, preview or not-for-resale use, Visokio grants You a non-exclusive licence to use it for the purposes, term and within the limits made reasonably available with that supply, subject to this EULA. A “Device” means a computer, server, workstation, terminal, virtual machine or other digital device.

Storage and Network Use: For paid licences, You may install or access the Software Product on a server, network, virtual machine or other Device only to the extent permitted by Your Order, and only within the applicable limits on users, installations, deployment and access. For the Free edition and separately supplied trial, evaluation, demonstration, preview or not-for-resale licences, such use is subject to the permitted purposes, usage limits and any licence term made reasonably available with them. A single licence may not be used concurrently beyond its permitted limits.

Additional Licence Grant for Media Elements. The Software Product may include certain photographs, maps, clip art, animations, sounds, music and video clips (together “Media Elements”). If so, the following terms describe Your rights to the Media Elements:

You are not licensed to do any of the following:

• You may not sell, license or distribute copies of the Media Elements on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service is the Media Elements.
• You may not use or distribute any of the Media Elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity.
• You may not create obscene or scandalous works, as defined by applicable law at the time the work is created, using the Media Elements.
• You must indemnify, hold harmless, and defend Visokio from and against any claims or lawsuits, including legal fees, that arise from or result from the use or distribution of Media Elements as modified by You.
• You must include a valid copyright notice on Your products and services that include copies of the Media Elements.
• You may not permit third parties to distribute copies of the Media Elements except as part of Your product or service.

The licences granted under this EULA are non-exclusive. This EULA does not give You a licence or right to distribute or sell the Software Product or any modification of it, or to use the Software Product or any portion of it for assistance in the preparation for sale or distribution of another computer program. Use by third parties, commercial hosting, embedding or distribution requires the rights stated in Your Order or a separate written agreement with Visokio. You may not exceed the agreed licence limits.

Reservation of Rights. All rights not expressly granted are reserved by Visokio.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Commercial Publishing and Hosting. Commercial publishing, distribution to third parties, commercial hosting, multi-tenant services and embedding using the Software Product are permitted only to the extent expressly allowed by Your Order or a separate written agreement. Applicable edition-specific or fair-use limits must be identified or made reasonably available with the offer before acceptance.

Activation. You may not be able to exercise Your purchased rights to the Software Product under this EULA unless You regularly activate or refresh the activation for Your copies of the Software Product after the install and launch sequence.

Copy Protection. The Software Product may include copy protection technology to prevent the unauthorised copying of the Software Product. It is illegal to make unauthorised copies of the Software Product or to circumvent any copy protection technology included in the Software Product.

Not for Resale Software. If the Software Product is labelled “Not For Resale” or “NFR,” then, notwithstanding other sections of this EULA, Your use of the Software Product is limited to use for demonstration, test, or evaluation purposes and You may not resell, or otherwise transfer for value, the Software Product.

Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA or Your Order.

Trademarks. This EULA does not grant You any rights in connection with any trademarks or service marks of Visokio.

No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product except as expressly permitted in Your Order or a separate written agreement.

Support Services. Visokio may provide You with support services related to the Software Product (“Support Services”). Standard Support Services, where included in the Order or separately purchased, are governed by the applicable Visokio Software Support Agreement at https://visokio.com/software-support-agreement/ and any other support terms expressly agreed in the Order. A separately negotiated support or OEM agreement prevails for the matters it expressly covers. Any supplemental software code provided to You as part of the Support Services is considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that Visokio may use technical information and data sets You provide to Visokio as part of the Support Services for its business purposes, including for product support and development, provided that Visokio will not utilise such technical information or data sets in any form that personally identifies You or the source of the data, and subject to applicable law and any agreed confidentiality terms. This EULA does not itself create a guaranteed response time, fix time, uptime commitment or service credit. Where reasonably practicable, You should anonymise personal data in data sets and remove unnecessary personal data, credentials and confidential information before providing information to Visokio for Support Services.

Software Transfer. You may not transfer this EULA, the Software Product or a licence entitlement to another person or entity without Visokio’s prior written consent, except to the extent a transfer is required by applicable law. Evaluation and not-for-resale Software Products are non-transferable except as required by law.

Third-party code. The Software Product may include components licensed independently by third parties. Their applicable licence terms are supplied with the Software Product or made available in its documentation and govern those components to the extent required by those licences.

Third-party AI services. You may connect the Software Product to a third-party AI provider using Your own API key. Your use of that provider is subject to Your agreement with the provider. You are responsible for deciding what information You submit to the provider. Visokio is not responsible for the independent operation or availability of that provider’s service, to the extent permitted by applicable law.

AI-generated output. AI-generated output may be inaccurate or incomplete. You must review it before relying on it.

Termination. Without prejudice to other rights, either party may terminate an affected licence or Support Services for the other party’s material breach if the breach is not remedied within thirty (30) days after written notice. Visokio may terminate immediately for a material breach incapable of remedy. On expiry or termination, You must stop using the affected Software Product and destroy copies You are no longer entitled to retain; termination of support alone does not terminate a surviving perpetual Software Product licence.

If You validly terminate a fixed-term licence or support service for Visokio’s material breach, Visokio will refund prepaid licence and support fees attributable to the unused portion of the affected terminated term and release You from fees for that remaining period. A support-only breach does not entitle You to terminate or receive a refund for a separately functioning software licence. Refunds under this paragraph and Section 9 together cannot exceed the amount actually paid for the relevant fee, and there is no double recovery. Visokio will make an expressly due refund within thirty (30) days after termination and receipt of reasonably necessary payment details, directly or, for a reseller purchase, through the reseller provided You receive it.

Termination does not extinguish accrued fees or other accrued rights. If Visokio terminates for Your breach, it may recover accrued amounts as a debt and damages available by law for the unperformed balance of the agreed term, subject to any required mitigation, credit for costs saved and no double recovery. Future instalments are not automatically accelerated; an amount already accrued remains payable on its agreed due date. A request to cancel or stopping use does not by itself release You from an agreed commitment. Formal notices under this EULA to Visokio must be sent to support@visokio.com; notices to You may be sent to the contact identified in the Order or the business email used to administer it.

3. UPGRADES.

Standard Software Product. If the Software Product is labelled as an upgrade or an update, You must be properly licensed to use the product identified by Visokio as being eligible for the upgrade/update in order to use the Software Product. A Software Product labelled as an upgrade/update replaces or supplements (and may disable) some or all of the product that formed the basis for Your eligibility for the upgrade. You may use the resulting upgraded/updated product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device unless expressly permitted by Your Order.

4. INTELLECTUAL PROPERTY RIGHTS.

All title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated by Visokio into the Software Product), any accompanying text materials, and any copies of the Software Product are owned by Visokio or its suppliers and licensors.

The Software Product facilitates access to the open Internet and enables Internet-based content to be incorporated by reference and linking. All title and intellectual property rights in and to the content that is not contained in the Software Product as provided by Visokio, but may be made accessible and transferable by Your use of the Software Product is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content.

5. CONFIDENTIAL INFORMATION.

You shall treat the Software Product as trade secrets and proprietary know-how belonging to Visokio that is being made available to You in confidence solely on the basis of a confidential relationship between Visokio and You. You agree to hold the Software Product in trust and agree not to use, print, copy, provide, or otherwise make available, in whole or in part, any portion of a Software Product or modifications of it or related material except in accordance with this EULA or to the extent applicable law prohibits that restriction. Except to the extent applicable law prohibits that restriction, You agree that You will not reconstruct in whole or in part the object code, source code, or algorithms in the Software Product. You agree to treat the confidentiality of the Software Product with reasonable care, not less than that with which You treat Your own confidential or proprietary information. Visokio will use reasonable care to protect information You provide for technical support against unauthorised disclosure where that information is marked confidential or would reasonably be understood to be confidential. Visokio may use that information as described in Section 2 and may disclose it to its personnel and service providers as reasonably necessary for those purposes, subject to applicable law and any separate confidentiality agreement between the parties. This obligation does not apply to information that is or becomes public without breach by Visokio, was lawfully known to Visokio without a duty of confidence, is lawfully received from a third party without a duty of confidence, or is independently developed without use of Your confidential information. Visokio may disclose information where required by law. Any separate confidentiality agreement between the parties prevails to the extent of any conflict.

6. APPLICABLE LAW.

This EULA and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with this EULA or an Order. Visokio may seek interim or protective relief in any court of competent jurisdiction where reasonably necessary to protect its intellectual property, confidential information or licensing mechanisms, and may seek recognition or enforcement of a judgment.

7. LIMITED WARRANTY

LIMITED WARRANTY: Visokio warrants that the Software Product supplied under a paid licence will perform substantially in accordance with the accompanying materials for ninety (90) days from receipt. Any implied warranty or condition is limited to that period to the maximum extent permitted by applicable law. This limitation does not affect rights that cannot lawfully be excluded or limited. Software Product supplied entirely free of charge is provided as is, without any express or implied warranty, to the maximum extent permitted by applicable law. A component included in a paid package is not treated as free solely because no separate price is allocated to it.

Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory, to the maximum extent permitted by applicable law.

8. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES.

Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Visokio, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet Visokio’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty.

9. YOUR EXCLUSIVE REMEDY.

For a breach of this Limited Warranty, and subject to Section 2 and applicable law, Visokio’s and its suppliers’ entire liability and your exclusive remedy shall be, at Visokio’s option, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty, upon notice to Visokio describing the problem and provision of reasonable proof of purchase from an authorised source. You will receive the remedy elected by Visokio without charge. This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these warranty remedies nor paid Support Services are available without reasonable proof of the applicable paid entitlement from an authorised source. To exercise your remedy, contact Visokio. Any refund elected under this Section is limited to the price actually paid for the affected Software Product and is subject to the no-double-recovery provision in Section 2. A material warranty breach may give rise to termination under Section 2 only after the applicable warranty remedy and the thirty (30) day notice to remedy have failed; the periods may run concurrently. This does not affect termination under Section 2 for another material breach. Where a valid termination for Visokio’s material breach gives rise to an express refund of unused prepaid fees, that refund is governed by Section 2.

10. DISCLAIMER OF WARRANTIES.

THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISOKIO AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE IS ALSO NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISOKIO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, TO THE EXTENT SUCH LIABILITY MAY LAWFULLY BE EXCLUDED, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF VISOKIO OR ANY SUPPLIER, AND EVEN IF VISOKIO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the maximum extent permitted by applicable law, Visokio and its suppliers also exclude liability for loss or corruption of data and the cost of restoring or recovering data, whether direct or indirect. Nothing in this EULA excludes or limits liability that applicable law does not permit to be excluded or limited, including death or personal injury caused by negligence and fraud or fraudulent misrepresentation, or affects consumer rights or remedies that cannot lawfully be excluded or restricted.

12. LIMITATION OF LIABILITY AND REMEDIES.

LIMITATION OF LIABILITY. Subject to liability that cannot lawfully be excluded or limited and the free-supply exclusion below, the total aggregate liability of Visokio, its affiliates, officers, employees, contractors, suppliers and licensors arising out of or in connection with this EULA, the Software Product or related Support Services, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not exceed the greater of (a) U.S. $5.00 and (b) the fees actually paid by You for the affected Software Product or Support Services under the Order or Orders giving rise to that liability, excluding taxes and unrelated items. Unpaid or merely payable fees do not increase the cap.

This is one aggregate limit, not a separate cap for each claim, person, installation or year. Where a claim relates to more than one Order, the qualifying fees actually paid for the affected Software Product or Support Services under those Orders are added together, and each payment is counted only once. For each claim, qualifying payments made up to binding settlement or final determination of that claim are counted; a later payment does not increase the cap applicable to that resolved claim. Monthly fees are not multiplied by twelve. For an authorised reseller purchase, the amount is the price actually paid by You to the reseller for the affected Visokio Software Product or Support Services, excluding taxes and reseller-only goods or services; reasonable evidence of payment and allocation may be required. A package fee is counted only once.

To the maximum extent permitted by applicable law, Visokio and the persons protected above exclude all liability arising from Software Product or Support Services supplied entirely free of charge, including free trials, evaluations, demonstrations, beta, preview and not-for-resale supply. A component included in a paid package is not treated as free solely because no separate price is allocated to it.

Amounts paid as damages, settlements and expressly agreed service credits for liabilities subject to this cap count towards it, without double recovery. A refund already paid or expressly payable under Section 2 or Section 9 for the affected Software Product or Support Services reduces the amount remaining available for capped recovery, down to zero, but the cap does not reduce that express refund. There may be no double recovery. Repair or replacement elected by Visokio under the limited warranty is not a monetary recovery under the cap. The foregoing limitations, exclusions and disclaimers apply to the maximum extent permitted by applicable law.

13. ENTIRE AGREEMENT.

This EULA, the accepted Order, the applicable Software Support Agreement and any expressly agreed addendum form the agreement between You and Visokio concerning the Software Product and Support Services and supersede prior or contemporaneous communications concerning those matters. The Order prevails over this EULA for the product, licence term, price and licence limits expressly agreed in it. Any other terms in Your purchase order, supplier portal or similar document do not apply unless Visokio expressly agrees to them in writing. If these documents conflict, an expressly agreed variation or separately negotiated OEM, reseller or support agreement controls the matters it expressly covers; otherwise this EULA controls over the standard Software Support Agreement to the extent of conflict. A revised EULA does not by itself amend an existing agreement, except as permitted by Section 1 for an applicable monthly subscription or otherwise agreed by the parties.