ZORB SECURITY LIMITED

End User License Agreement

Version 2.0 | March 2026
B2B License — For Business Use Only

 

How You Accept This EULA

Acceptance of this EULA occurs at the point of installation. The Software will not install unless You confirm acceptance of these terms via the installation click-through. This constitutes Your binding acceptance of this EULA on behalf of Your organisation.

This EULA applies equally to evaluation (trial) and production use of the Software. There is no separate agreement for trial use — the same terms govern both from the point of installation.

This EULA may also be provided to You or Your organisation prior to installation as part of a due diligence or procurement process. If You have received this document in that context, You should be aware that acceptance will occur automatically at the point of installation and that these terms are non-negotiable as a standard click-through licence.

If You do not agree to these terms, do not download, install, or use the Software, and destroy any copies in Your possession.

1. Definitions

In this EULA, the following terms have the meanings set out below:

1.1 “ZORB”

means ZORB Security Limited, a company incorporated in England and Wales.

1.2 “Software”

means the ZORB DataShield endpoint agent, ZORB Management Tool, and any other ZORB security products, together with associated tools, libraries, data files, documentation, updates, and error corrections provided by ZORB. The Software operates as an endpoint agent installed on devices within Your environment.

1.3 “Service”

means the functionality provided by ZORB through the Software and the ZORB Cloud Portal, including real-time outbound data flow monitoring, block/allow decision-making, event recording, and forensic analysis capabilities.

1.4 “ZORB Cloud Portal”

means the multi-tenanted, cloud-based visualisation and forensic analysis platform operated by ZORB, through which You can access Event data associated with Your organisation.

1.5 “License Key”

means the serial number or activation credential issued by ZORB to activate and use the Software.

1.6 “User License Allocation”

means the total number of named users or devices authorised to run the Software agent, as specified in Your agreement with ZORB or in any applicable MSA.

1.7 “User”

means an individual or device on which the Software agent is installed and activated. The total number of Users may not exceed Your User License Allocation.

1.8 “MSA”

means any Master Services Agreement entered into separately between You and ZORB, where applicable. References to the MSA throughout this EULA apply only where such an agreement exists between the parties.

1.9 “Service Description”

means the ZORB DataShield Service Description published by ZORB from time to time, setting out ZORB’s infrastructure, security, and service commitments, where provided to You. The current version is available on request from legal@zorbsecurity.com.

1.10 “Authorised Reseller”

means a third party authorised by ZORB in writing to distribute or resell the Software.

1.11 “Trustlist”

means the list of approved applications, destination IP addresses, ASN ranges, and ports maintained by ZORB (during onboarding) and thereafter by You or Your Authorised Reseller, against which the Software evaluates outbound data flows.

1.12 “Discovery Mode”

means the initial operating mode of the Software in which outbound data flows are monitored and recorded but not blocked, for the purpose of building and validating the Trustlist prior to activation of Block Mode.

1.13 “Block Mode”

means the active operating mode of the Software in which outbound data flows are evaluated in real time against the Trustlist and blocked or permitted accordingly.

1.14 “Event”

means a record of an outbound data flow decision made by the Software, comprising metadata including timestamp, device name, logged-in username, application identifier, source and destination IP addresses, source and destination ports, and other packet header data. Events do not include the content of data packets.

1.15 “Customer Data”

means Event data and any other data belonging to You that is processed by the Software or stored in the ZORB Cloud Portal.

1.16 “Confidential Information”

has the meaning given in clause 25.

1.17 “AUP”

means the ZORB Acceptable Use Policy, as published by ZORB and updated from time to time.

1.18 “DPA”

means a Data Processing Agreement entered into between You and ZORB governing the processing of personal data.

1.19 “Business Days”

means a day other than a Saturday, Sunday, or a bank or public holiday in England and Wales.

2. Relationship to Other Documents

1. This EULA governs Your use of the Software. Where You or Your organisation has entered into an MSA with ZORB, this EULA supplements and is read alongside that MSA.
2. In the event of any conflict between this EULA and the MSA:
   1. For matters relating specifically to software usage rights, restrictions, and warranties, the terms of this EULA shall prevail.
   2. For matters relating to payment, services, support levels, and the overall commercial relationship, the terms of the MSA shall prevail.
3. Terms defined in the MSA shall have the same meaning in this EULA unless expressly stated otherwise.
4. Where ZORB has provided You with a Service Description, that document forms part of ZORB’s warranty to You in respect of the Service. In the event of any conflict between the Service Description and this EULA, this EULA prevails.

3. Authorised Resellers and Route to Market

1. The Software may be obtained through an Authorised Reseller. Regardless of the route through which You obtain the Software, this EULA governs Your use of it, and the license granted under it is between ZORB and You directly.
2. An Authorised Reseller has no authority to amend, vary, or waive any term of this EULA on behalf of ZORB. Any representations or commitments made by an Authorised Reseller that are not contained in this EULA or an applicable MSA are not binding on ZORB.
3. By installing or using the Software, You acknowledge and accept that Your license relationship is with ZORB, irrespective of any commercial arrangement You may have with an Authorised Reseller.
4. Where the Software is supplied through an Authorised Reseller, that Authorised Reseller may manage the Trustlist and ZORB Cloud Portal on Your behalf. You remain responsible for ensuring that any such management is carried out in accordance with this EULA, and ZORB’s obligations under this EULA are owed to You directly.
5. If the agreement between ZORB and an Authorised Reseller through whom You obtained the Software terminates for any reason, Your license under this EULA shall not be affected. The following shall apply:
   1. Your existing license will continue on the terms of this EULA for the remainder of Your current license term.
   2. ZORB will notify You as soon as reasonably practicable of the termination of the relevant reseller agreement and of the arrangements for the continuation of the Service.
   3. On expiry of Your current license term, You may renew directly with ZORB or through any other Authorised Reseller on terms to be agreed at that time.
   4. During any transition period following termination of a reseller agreement, ZORB will use reasonable endeavours to ensure continuity of the Service to You.

4. License Grants

4.1 Evaluation License

At ZORB’s sole discretion, ZORB may offer an evaluation license to use the Software for a limited period (“Evaluation Period”), which may also be referred to as a “Trial Period”, “Pilot Period”, or “Proof of Value” in relevant documentation. During any such Evaluation Period:

1. ZORB grants a limited, non-exclusive, non-transferable license to use the Software for evaluation purposes only, which shall include operation in Discovery Mode.
2. The Software is provided without warranty obligations during the Evaluation Period.
3. ZORB may, at its discretion, provide limited support by email.
4. At the end of the Evaluation Period, ZORB will revoke Your portal credentials and cease accepting data transmissions from Your devices. The Software agent will remain installed on Your devices; removal is Your responsibility. You should uninstall the Software promptly following expiry — an uninstalled agent may continue attempting to transmit data locally, such transmissions will be rejected by ZORB, and local event logs may accumulate unnecessarily. ZORB has no liability arising from Your failure to uninstall the Software following expiry.
5. Event data held by ZORB in connection with Your evaluation will be accessible via the ZORB Cloud Portal in read-only mode for 30 days following expiry of the Evaluation Period. After that 30-day period, all such data will be permanently deleted and portal access revoked. ZORB will not retain any Event data beyond this point.
6. Extensions to the Evaluation Period are at ZORB’s sole discretion and must be confirmed in writing by ZORB.
7. Where the Evaluation Period is governed by a ZORB Proof of Value Agreement, the terms of that agreement shall prevail over this clause 4.1 in the event of any conflict.

4.2 Production License

To use the Software beyond any Evaluation Period or in a production environment, You must pay the applicable license fee. Upon payment, ZORB will issue a License Key and grants You a limited, non-exclusive, non-transferable license to:

1. Install and operate the Software agent on devices up to Your User License Allocation.
2. Access and use the ZORB Cloud Portal to view Event data associated with Your organisation.
3. Copy the Software in machine-readable form solely for archival and backup purposes.
4. Create install packages for internal distribution to named Users only.

4.3 Platform

The Software is designed to operate on Microsoft Windows platforms as detailed in ZORB’s Technical Requirements Documentation, which may be updated from time to time. Use of the Software on unsupported platforms is at Your own risk and may result in limited functionality or lack of support.

5. License Restrictions

1. You shall take all necessary steps to protect the License Key against unauthorised use or disclosure.
2. You may not alter, merge, modify, adapt, translate, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form, except to the extent permitted by applicable law.
3. You may not sell, rent, lease, sublicense, transfer, or otherwise distribute the Software or any part of it without ZORB’s prior written consent.
4. You may not create derivative works based upon the Software.
5. You may not remove or obscure any copyright, trademark, or proprietary notices relating to the Software.
6. You must not misrepresent the origin of the Software or claim that You wrote the original software.
7. Your use of the Software must comply with the ZORB Acceptable Use Policy (AUP), which is available from ZORB on request and incorporated into this EULA by reference. In the event of any conflict between this EULA and the AUP, the terms of this EULA shall prevail.
8. End users on whose devices the Software agent is installed have no access to the Software’s configuration, operation, or decision-making. Access to Software configuration and the ZORB Cloud Portal is restricted to authorised IT administrators within Your organisation or Your Authorised Reseller.

6. Onboarding and Trustlist Setup

1. ZORB will work with You (and/or Your Authorised Reseller) during an initial onboarding period to install the Software and operate it in Discovery Mode. The Discovery Mode period is typically two to three weeks, during which outbound data flows are monitored but not blocked, for the purpose of capturing Your organisation’s outbound data patterns and building an initial Trustlist.
2. You acknowledge that the Discovery Mode period may not capture all legitimate outbound data flows, in particular those associated with time-dependent or infrequently used applications (such as periodic financial or compliance software). It is Your responsibility to review the initial Trustlist before transitioning to Block Mode and to add any applications or destinations that may not have been captured during the Discovery Mode period.
3. ZORB will not recommend or initiate a transition from Discovery Mode to Block Mode without Your explicit sign-off. The act of transitioning to Block Mode, whether performed by You or Your Authorised Reseller via the ZORB Cloud Portal, constitutes Your formal acceptance that:
   1. You have reviewed the Trustlist and are satisfied that it accurately reflects Your organisation’s legitimate outbound data flows;
   2. You understand that Block Mode will block in real time any outbound data flow not matched against the Trustlist; and
   3. You accept responsibility for the ongoing accuracy and maintenance of the Trustlist from that point forward.
4. ZORB’s responsibility for Trustlist accuracy is limited to the initial setup carried out during the onboarding period. Following Your acceptance under clause 6.3, ongoing Trustlist maintenance is Your responsibility (or that of Your Authorised Reseller acting on Your behalf).
5. ZORB may provide updated Trustlist components (such as updated vendor ASN ranges or known threat indicators) as part of the Service. These updates are currently applied automatically. The ability to review and delay updates before application is on ZORB’s product roadmap and will be made available in a future release.

7. Automated Decision-Making

1. You acknowledge and accept that the Software operates by making automated, real-time block or allow decisions on outbound data flows without human intervention. This is a fundamental and intended characteristic of the Software, not a defect.
2. End users on whose devices the Software agent is installed have no ability to override, bypass, or interact with the Software’s block/allow decisions in real time. IT administrators may influence future decisions only by amending the Trustlist; they cannot reverse or override a decision already made.
3. The Software’s default behaviour is to block any outbound data flow that does not match the Trustlist. Where a legitimate application data flow is blocked because the destination IP address returned by DNS does not fall within the expected vendor ASN range (for example, due to DNS spoofing, data redirection, or an unrecognised infrastructure change by the application vendor), it is the responsibility of the originating application to retry the connection until a trusted destination IP is resolved and the flow is permitted.
4. You accept that automated block decisions may from time to time affect legitimate business data flows where the Trustlist is incomplete or inaccurate. ZORB’s liability in such circumstances is governed by clause 9, and is subject to the Trustlist acceptance provisions in clause 6.3.
5. ZORB does not inspect the content of data packets. All block/allow decisions are made solely on the basis of packet header metadata and application process identifiers.

8. Ownership and Intellectual Property

1. ZORB retains all rights, title, and interest in and to the Software and all copies thereof, including copyrights, patents, trade secrets, trademarks, and other intellectual property rights. All rights not specifically granted in this EULA are reserved by ZORB.
2. You retain all rights to Customer Data processed by the Software, subject to ZORB’s right to use such data as necessary to provide the Service and as otherwise permitted in any applicable MSA or DPA.
3. If You provide feedback or suggestions regarding the Software (“Feedback”), You grant ZORB a non-exclusive, irrevocable, perpetual, royalty-free license to use that Feedback for any purpose. ZORB is under no obligation to implement any Feedback or to correct defects identified through it.

9. Limitation of Liability

1. Nothing in this EULA shall limit or exclude either party’s liability for:
   1. death or personal injury caused by its negligence;
   2. fraud or fraudulent misrepresentation; or
   3. any other liability that cannot be limited or excluded by applicable law.
2. Subject to clause 9.1, ZORB’s total cumulative liability to You for all claims arising out of or relating to this EULA (whether in contract, tort, negligence, or otherwise) shall not exceed the total license fees paid by You to ZORB in the twelve (12) months immediately preceding the event giving rise to the claim.
3. Subject to clause 9.1, neither party shall be liable to the other for any:
   1. loss of profits, revenue, or anticipated savings;
   2. loss of business or contracts;
   3. loss or corruption of data;
   4. indirect, special, or consequential losses,

   whether or not such losses were foreseeable or the party had been advised of their possibility.

4. Without prejudice to clause 9.1, ZORB shall not be liable for any loss or damage arising from:
   1. the blocking of a legitimate outbound data flow where You have accepted the Trustlist and transitioned to Block Mode in accordance with clause 6.3;
   2. the blocking of a legitimate outbound data flow caused by an inaccurate, incomplete, or outdated Trustlist that was under Your control at the time of the block decision;
   3. the failure of the Software to detect or block a data flow that was not represented in, or was incorrectly configured in, the Trustlist;
   4. any data flow permitted or blocked on the basis of a Trustlist update applied automatically in accordance with clause 6.5, where ZORB applied that update using reasonable care.
5. ZORB shall be relieved of liability for any portion of the Software that has been modified or maintained by any party other than ZORB, where such modification caused or contributed to the relevant loss or damage.
6. ZORB’s liability for service disruption or security incidents caused solely by a third-party infrastructure provider shall be limited to taking reasonable steps to procure remediation. This does not limit ZORB’s obligations under any applicable DPA. Details of ZORB’s infrastructure providers are set out in the Service Description.
7. The parties agree that the limitations in this clause 9 are reasonable having regard to the nature of the Software, the license fee payable, and the ability of each party to obtain insurance against the relevant risks.

10. Patent and Copyright Indemnity

1. ZORB represents and warrants that, to the best of its knowledge as at the date of this EULA, the Software does not infringe any third-party copyright, patent, trade secret, or trademark.
2. If the Software is found to infringe a third-party intellectual property right, ZORB will, at its own expense and election:
   1. modify the Software to make it non-infringing;
   2. substitute the Software with a reasonably suitable alternative; or
   3. if neither (a) nor (b) is commercially feasible, terminate the license and refund license fees paid for the affected Software on a pro-rata basis.
3. ZORB will have no liability for infringement claims arising from:
   1. code within the Software not created by ZORB;
   2. use of a superseded or modified version of the Software where the current, unmodified version would not have infringed; or
   3. the combination of the Software with programs or data not supplied by ZORB, where the infringement arises from that combination.

11. Warranties

1. ZORB warrants that:
   1. it holds the rights necessary to grant the licenses set out in this EULA and is not currently aware of any claims that would affect those rights;
   2. the Software will perform materially in accordance with its documentation for a period of ninety (90) days from first installation (the “Warranty Period”). If the Software fails to do so during the Warranty Period, ZORB will use reasonable endeavours to correct the defect or provide a workaround within a reasonable time.
2. Except for the warranties expressly set out in clause 11.1, and to the fullest extent permitted by applicable law, the Software is provided without further warranty, express or implied. In particular, ZORB does not warrant that the Software will:
   1. detect or block every instance of data exfiltration, DNS spoofing, or unauthorised data redirection;
   2. be error-free or uninterrupted; or
   3. be suitable for any particular purpose beyond those described in the documentation.

   You are responsible for satisfying Yourself that the Software meets Your requirements before transitioning to Block Mode.

3. The Software operates on a “block by default” principle: outbound data flows that are not matched against the Trustlist are blocked. This is the intended security behaviour of the Software. A block decision resulting from an absent or incomplete Trustlist entry is not a defect in the Software.
4. The Software is not positioned or warranted as a ransomware prevention tool, though it may incidentally impede certain ransomware behaviours. You should not rely on the Software as Your sole or primary defence against ransomware or other forms of malware.
5. The Software is not designed, tested, or intended for use in hazardous environments requiring fail-safe performance, including but not limited to nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, or weapons systems. ZORB expressly excludes, to the extent permitted by law, any warranty of fitness for such high-risk activities.
6. You are responsible for ensuring that Your use of the Software is lawful in Your jurisdiction.

12. Information Security Responsibilities

1. You are responsible for implementing and maintaining adequate security measures to safeguard Your systems, networks, and data. The Software is designed to complement, not replace, a comprehensive security strategy.
2. You must promptly notify ZORB if You become aware of any unauthorised access to or use of the Software, the ZORB Cloud Portal, or any License Key associated with Your organisation.
3. Access to the ZORB Cloud Portal is restricted to authorised IT administrators. You are responsible for managing administrator access credentials and for ensuring that access is revoked promptly when an individual leaves Your organisation or changes role.
4. You are responsible for ensuring that Your employees and contractors are appropriately informed that the Software agent is installed on their devices and monitors outbound data flows, to the extent required by applicable employment law and data protection obligations in Your jurisdiction.

13. Support and Updates

1. Support services and software updates are provided in accordance with the support provisions in any applicable MSA. In the absence of an MSA, ZORB does not provide technical support except at its discretion.
2. Where no MSA exists, ZORB may at its discretion provide limited support by email, using reasonable endeavours to respond within seventy-two (72) business hours. Contact details are available at support@zorbsecurity.com.
3. Unless otherwise specified in the MSA:
   1. You are entitled to software updates (security fixes, bug fixes, and minor functionality improvements) during the period of license validity.
   2. You are entitled to minor version revisions (e.g. v4.1 to v4.2) during the period of license validity.
   3. Major version releases (e.g. v4.x to v5.0) are not included in the license unless agreed separately with ZORB.
4. It is Your responsibility to evaluate whether any update or revision is suitable for Your environment before deployment.
5. ZORB reserves the right to discontinue support for older versions of the Software on reasonable written notice.
6. Where there is any conflict between the support terms in this EULA and those in an MSA, the terms of the MSA shall prevail.

14. Cloud Connectivity and Degraded Service

1. The Software requires an ongoing connection to the ZORB Cloud Portal to transmit Event data and receive Trustlist updates. This connectivity is fundamental to the full operation of the Service.
2. Where internet connectivity is unavailable or disrupted within Your environment (“Degraded Service”), the Software will continue to operate as follows:
   1. Block/allow decisions will continue to be made in real time using a locally cached copy of the Trustlist stored on the device.
   2. Events generated during the Degraded Service period will be stored locally on the device and transmitted to the ZORB Cloud Portal in batch when connectivity is restored.
   3. Trustlist updates from the ZORB Cloud Portal will not be received until connectivity is restored, at which point the latest available update will be applied automatically.
3. Subject to clause 9.1, ZORB shall not be liable for any loss or damage arising from:
   1. the use of a locally cached Trustlist during a Degraded Service period, where that Trustlist was current at the time connectivity was lost;
   2. Events not appearing in the ZORB Cloud Portal in real time during a Degraded Service period; or
   3. any gap in Event data or delayed Trustlist updates resulting from connectivity failure within Your environment or Your network infrastructure.
4. The Software transmits Event metadata to the ZORB Cloud Portal as described in clause 15. ZORB uses this data solely to provide the Service and does not disclose it to third parties without Your prior agreement, except as required by law or as set out in the Privacy Policy.
5. The ZORB Cloud Portal provides each customer with an isolated view of their own Event data only. ZORB maintains database and application-layer data isolation between customers, as further described in the Service Description.

15. Data and Privacy

1. In the course of providing the Service, the Software captures and transmits Event metadata to the ZORB Cloud Portal. This metadata includes: timestamp, device name, logged-in username, application name and process identifier, source and destination IP addresses, source and destination ports, and other packet header data. The Software does not inspect or capture the content of data packets.
2. The parties acknowledge and agree that:
   1. You are the data controller in respect of any personal data contained within Event metadata (including device names, usernames, and IP addresses that may identify individuals within Your organisation); and
   2. ZORB is the data processor in respect of such personal data, processing it solely on Your instructions and as necessary to provide the Service.
3. ZORB will process personal data within Event metadata only for the purpose of providing the Service and will not use it for any other purpose without Your prior written consent.
4. A Data Processing Agreement (DPA) is available from ZORB and is strongly recommended where You are subject to UK GDPR, EU GDPR, or equivalent data protection legislation. In the absence of a signed DPA, ZORB will process personal data in accordance with applicable data protection law and its Privacy Policy.
5. You are responsible for:
   1. ensuring that Your processing of employee personal data via the Software (including monitoring of outbound data flows associated with individual users) complies with applicable data protection and employment law in Your jurisdiction;
   2. providing appropriate notice to Your employees and contractors that the Software is installed on their devices and captures Event metadata as described in this clause; and
   3. ensuring that any such monitoring is carried out on a lawful basis under applicable data protection law.
6. Your use of the Software is also governed by ZORB’s Privacy Policy, available at https://zorbsecurity.com/privacy-policy/, which is incorporated into this EULA by reference.

16. Electronic Communications

By using the Software, You consent to receive communications from ZORB electronically, including by email or by notices posted within the Software or on ZORB’s website. Such communications satisfy any legal requirement that they be in writing.

17. Export Controls

1. You acknowledge that the Software may be subject to export control laws and regulations in the UK, EU, US, and other jurisdictions. You agree to comply with all applicable export control and sanctions laws.
2. You represent and warrant that:
   1. You are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions by the UK, EU, US, or UN.
   2. You are not listed on any applicable sanctions list, including the UK Consolidated List, EU Consolidated List, or US Specially Designated Nationals List.
   3. You will not use the Software in any sanctioned jurisdiction or provide access to sanctioned parties.
   4. Your use of the Software complies with all applicable export control laws in Your jurisdiction.
   5. You will immediately notify ZORB if Your sanctions status changes or if You become aware of any potential export control violation.
   6. The Software contains standard cryptographic implementations (such as HTTPS/TLS) and You will comply with any applicable export restrictions relating to such technology.

18. High Risk Activities

1. The Software is not fault-tolerant and is not designed, manufactured, or intended for use in hazardous environments requiring fail-safe performance, including the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support systems, or weapons systems, where failure could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”).
2. To the fullest extent permitted by applicable law, ZORB expressly excludes any warranty of fitness for High Risk Activities. You must not use the Software for any High Risk Activity.

19. Licensing Functionality

1. If You have licensed a qualifying edition of the Software, You may use the “Licensing” functionality solely to apply licensing processes and restrictions to Your own products for distribution to Your end users for trial purposes.
2. You may not use the Licensing functionality for the benefit of any software products not owned by You.
3. The Software and Service incorporate third-party open source software components. The majority are released under permissive licences (including Apache 2.0, BSD, PSF, and ISC) which impose no obligations on customers and carry no copyleft, royalty, or redistribution risk. Two components require specific disclosure:
   1. Grafana OSS, used in the ZORB Cloud Portal, is licensed under the GNU Affero General Public License v3 (AGPL v3). ZORB has made cosmetic modifications (branding and theme only) to the Grafana front-end. Under AGPL v3, customers may request a copy of ZORB’s modified Grafana source code, which ZORB will provide on written request to legal@zorbsecurity.com. These modifications contain no proprietary DataShield IP.
   2. Geographic location data is provided by the GeoLite2 database, licensed under Creative Commons Attribution-ShareAlike 4.0. ZORB uses this data solely to provide the Service. In accordance with the licence attribution requirement: “This product includes GeoLite2 data created by MaxMind, available from https://www.maxmind.com.”

   These components are not individually named in full for cybersecurity reasons beyond those disclosed above; ZORB acknowledges and thanks their authors. A full dependency list with licence references is available on written request to legal@zorbsecurity.com. Customers face no risk of third-party royalty claims, copyleft obligations extending to their own systems, or any restriction on their use of the Service arising from ZORB’s third-party dependencies.

4. Upon written request from ZORB, but not more than once per calendar year, You shall certify in writing that Your use of the Software complies with this EULA. Where ZORB has reasonable grounds to believe You are not in compliance, ZORB may, on reasonable prior written notice, audit Your use of the Software. Any audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Your operations.

20. Severability

If any provision of this EULA is held to be illegal, invalid, or unenforceable in whole or in part, that provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable. The legality, validity, and enforceability of all other provisions shall not be affected.

21. Governing Law and Jurisdiction

1. This EULA shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
2. Subject to the dispute resolution procedure in clause 22, the parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising from this EULA.
3. Where an MSA contains different governing law provisions agreed between the parties, the governing law of the MSA shall prevail over this clause 21.

22. Dispute Resolution

1. Informal Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this EULA by negotiation between representatives with authority to settle the matter.
2. Escalation: If the dispute is not resolved within twenty (20) business days of a written notice requesting negotiation, either party may initiate mediation.
3. Mediation: Any unresolved dispute shall be referred to mediation conducted by a mediator appointed by the Centre for Effective Dispute Resolution (CEDR), held in London and conducted in English.
4. Arbitration: If mediation does not resolve the dispute within twenty (20) business days of the mediator’s appointment, the dispute shall be finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), with a single arbitrator, seated in London, conducted in English.
5. Continued Performance: Unless otherwise agreed in writing, both parties shall continue to perform their obligations under this EULA during any dispute resolution proceedings.
6. Where an MSA contains different dispute resolution provisions agreed between the parties, the MSA provisions shall prevail.

23. Termination

1. Your license to use the Software continues until terminated or expired.
2. This license will terminate automatically, without notice from ZORB, if You materially fail to comply with any term of this EULA.
3. You may terminate this EULA on twenty (20) Business Days’ written notice if ZORB materially breaches this EULA and fails to cure that breach within the notice period.
4. ZORB may terminate this EULA on thirty (30) days’ written notice if it ceases to offer the Software commercially, subject to any obligations in an applicable MSA.
5. On termination:
   1. Your license to use the Software ceases immediately.
   2. You must promptly uninstall and destroy all copies of the Software from all devices within Your environment and, on request, certify in writing that You have done so.
   3. Any accrued payment obligations shall survive termination.
   4. Clauses that by their nature should survive termination (including clauses 8, 9, 10, 15, 21, 22, 23, 24, and 25) shall continue in force.

24. Assignment

1. Neither this EULA nor any rights granted under it may be assigned, transferred, or sublicensed by You without ZORB’s prior written consent. Any purported assignment without such consent shall be void.
2. ZORB may assign this EULA to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity assumes all of ZORB’s obligations under this EULA, including those set out in clause 23.5.

25. Confidentiality

1. Each party (the “Receiving Party”) undertakes to keep confidential all Confidential Information received from the other party (the “Disclosing Party”) and to use it solely for the purposes of this EULA.
2. “Confidential Information” means any information disclosed by one party to the other that is marked as confidential, described as confidential at the time of disclosure, or that a reasonable person in the relevant industry would consider to be confidential given its nature and the circumstances of disclosure. It includes, without limitation, technical information, business plans, pricing, customer data, product roadmaps, Trustlist contents, and the terms of this EULA.
3. Each party must:
   1. keep the other party’s Confidential Information strictly confidential;
   2. not disclose it to any third party without the Disclosing Party’s prior written consent, and then only under equivalent obligations of confidentiality;
   3. protect it with at least the same degree of care used for its own confidential information of similar sensitivity, and in any event no less than reasonable care; and
   4. only use it for the purposes of performing its obligations or exercising its rights under this EULA.
4. Confidentiality obligations do not apply to information that:
   1. was already known to the Receiving Party without restriction before disclosure;
   2. is or becomes publicly known through no act or omission of the Receiving Party;
   3. is independently developed by the Receiving Party without reference to the Confidential Information; or
   4. is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice (where permitted) and cooperates with any request to seek confidential treatment.
5. The Trustlist is Confidential Information of both parties. You must not disclose the contents of the Trustlist to any third party without ZORB’s prior written consent, except to Your Authorised Reseller or as required by law.
6. The obligations in this clause 25 shall survive termination of this EULA for a period of five (5) years.
7. Where an MSA contains different or additional confidentiality provisions, the MSA provisions shall prevail.

26. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, natural disaster, terrorism, war, civil unrest, or labour disputes. The affected party shall notify the other promptly and use reasonable endeavours to mitigate the impact. For the avoidance of doubt, connectivity failure within Your own network infrastructure does not constitute a force majeure event with respect to Your obligations under this EULA.

27. Relationship of Parties

1. Nothing in this EULA creates any agency, partnership, joint venture, or employment relationship between the parties. Each party is an independent contractor and has no authority to act on behalf of or bind the other.
2. No third party shall have any right to enforce any term of this EULA under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that an Authorised Reseller may rely on clause 3 to the extent necessary to confirm the scope of its authority.

28. Amendments

1. This EULA may only be amended:
   1. by a written document signed by authorised representatives of both parties; or
   2. by ZORB updating this EULA with reasonable prior written notice to You, provided that such update does not materially reduce Your rights without Your consent.
2. This EULA, together with any applicable Service Description, MSA, DPA, AUP, and Privacy Policy, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior discussions, negotiations, and agreements relating to the same subject matter.

29. Notices

1. Any notice required under this EULA must be in writing and delivered by email (with read receipt or written acknowledgement) or by first class post to the registered address of the receiving party.
2. Notices to ZORB should be addressed to: legal@zorbsecurity.com

Schedule A — Document References

The following documents form part of or are referenced in this EULA:

ZORB Privacy Policy:	https://zorbsecurity.com/privacy-policy/
ZORB Acceptable Use Policy:	Available on request from support@zorbsecurity.com
Technical Requirements:	Available on request from support@zorbsecurity.com
Data Processing Agreement:	Available on request from legal@zorbsecurity.com
Third Party Software Notices:	Available on request from legal@zorbsecurity.com
Service Description:	Available on request from legal@zorbsecurity.com
PoV Agreement:	Available on request from legal@zorbsecurity.com

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