END-USER LICENCE AGREEMENT AND PRIVACY POLICY FOR DIGIDOWN CONNECT IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS END-USER LICENCE AGREEMENT (“EULA”) CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION OF THIS APPLICATION. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS APPLICATION YOU WILL BE DEEMED TO HAVE ACCEPTED AND MUST ADHERE TO THE TERMS AND CONDITIONS OF THIS EULA. Lisle Design Limited (“LISLE DESIGN”) is the entire legal and beneficial owner and licensor of the Digidown Phone App which may include associated software components, device drivers, internet-based services, media, printed materials, and “online’ or electronic documentation (“SOFTWARE PRODUCT”). This EULA is a legal agreement between you (either an individual or a single entity) and LISLE DESIGN to licence the SOFTWARE PRODUCT and represents the entire agreement concerning the program between you and LISLE DESIGN, and supersedes any prior proposal, representation, or understanding between the parties. The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. 1. GRANT OF LICENCE. The SOFTWARE PRODUCT is licensed as follows: (a) Installation and Use. LISLE DESIGN grants you a non-exclusive licence for the full period of the copyright in the SOFTWARE PRODUCT commencing on date of installation of the SOFTWARE PRODUCT to install and use copies of the SOFTWARE PRODUCT on your device using a validly licensed version of a DigidownBlue for which the SOFTWARE PRODUCT was designed. You shall not: (i) sub-license, assign or novate the benefit or burden of this licence in whole or in part; (ii) allow the SOFTWARE PRODUCT to become the subject of any charge, lien or encumbrance; and (iii) deal in any other manner with any of its rights and obligations under this agreement; without the prior written consent of LISLE DESIGN, such consent not to be unreasonably withheld or delayed. (b) Backup Copies. You may also make copies of the SOFTWARE PRODUCT for your lawful use as may be necessary for backup and archival purposes. You shall record the number and location of all copies of the SOFTWARE PRODUCT and take steps to prevent unauthorised copying. You shall notify LISLE DESIGN as soon as you become aware of any unauthorised use of the SOFTWARE PRODUCT by any person. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. (a) Maintenance of Copyright Notices. You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT. (b) Distribution. You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. Evaluation versions available for download from LISLE DESIGN’s websites may be freely distributed. (c) Prohibition on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, disassemble modify, adopt or make error corrections to the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. (d) Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT. (e) Support Services. LISLE DESIGN may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. (f) Internet-based Services. Depending on the SOFTWARE PRODUCT, LISLE DESIGN may provide you with internet-based services. Except as otherwise noted in materials accompanying a service, it may change or cancel them at any time. In some cases, you will not receive a separate notice when they connect. Unless otherwise noted, you may switch off these features or not use them. LISLE DESIGN does not use the information to identify or contact you. These features use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, name and version of the software you are using, and other information necessary to perform the requested task. LISLE DESIGN uses this information to make the Internet-based service available to you. (g) Inspection You shall permit LISLE DESIGN to inspect and have access to the premises (and to the computer equipment located there) at or on which the SOFTWARE PRODUCT is being kept or used, and have access to any records kept in connection with this EULA for the purposes of ensuring that you are complying with the terms of this EULA provided that LISLE DESIGN provides reasonable advance notice to you of such inspections, which shall take place at reasonable times. (h) Modifications LISLE DESIGN shall inform you of any modifications to the SOFTWARE PRODUCT and shall offer to sell such modifications to you on the terms on which they are generally made available by LISLE DESIGN to its customers. (i) Third Party Licences You shall comply with all third party licences and shall indemnify and hold harmless LISLE DESIGN against any loss or damage which it may suffer or incur as a result of your breach of such terms. LISLE DESIGN may treat your breach of any third party licences as a breach of this EULA. (j) Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT. 3. TERMINATION Without prejudice to any other rights, LISLE DESIGN may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event: (i) all rights granted by you under this EULA cease; (ii) you shall cease all activities authorised by this EULA; (iii) you shall immediately pay to LISLE DESIGN any sums due to it under this EULA; and (iv) you must destroy or return to LISLE DESIGN all copies of the SOFTWARE PRODUCT in your possession, and in the case of destruction, certify to LISLE DESIGN you have done so. 4. COPYRIGHT/INTELLECTUAL PROPERTY You acknowledge that all intellectual property rights, all title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof or modifications thereon are owned by LISLE DESIGN or its suppliers and you shall have no rights in or to the SOFTWARE PRODUCT other than the rights to use it in accordance with the terms of this EULA. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by LISLE DESIGN. You may not use the SOFTWARE PRODUCT in any manner which would be restricted by any copyright subsisting in it. 5. NO WARRANTIES LISLE DESIGN expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non infringement, or fitness of a particular purpose. LISLE DESIGN does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. LISLE DESIGN makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. LISLE DESIGN further expressly disclaims any warranty or representation to Authorised Users or to any third party. 6. LIMITATION OF LIABILITY In no event shall LISLE DESIGN be liable for any losses or damages (including, without limitation, lost profits, loss of anticipated savings, business interruption, loss of business opportunity, loss of goodwill or loss or corruption of data or information) rising out of ‘Authorised Users’ use of or inability to use the SOFTWARE PRODUCT, even if LISLE DESIGN has been advised of the possibility of such damages, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, delict (including negligence) or otherwise howsoever arising. LISLE DESIGN shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. The total liability of LISLE DESIGN, whether in contract, delict (including negligence) or otherwise and whether in connection with this EULA or any collateral contract shall in no circumstances exceed a sum equal to the fee paid for the SOFTWARE PRODUCT. 7. CONFIDENTIALITY AND PUBLICITY 7.1 Each party shall, during the term of this EULA and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this EULA) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 7.2 The terms of this EULA are confidential and may not be disclosed by you without the prior written consent of LISLE DESIGN. 8. EXPORT 8.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws) to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 8.2 Each party undertakes: 8.2.1 contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above: and 8.2.2 if requested, to provide the other party with any reasonable assistance at the reasonable cost of the other party to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with Export Control Laws. 9. WAIVER No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that right or remedy. 10. SEVERABILITY If any provision of this agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. 11. VARIATION No variation of this EULA shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 12. THIRD PARTY RIGHTS 12.1 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. 12.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement. 13. NO PARTNERSHIP OR AGENCY Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 14. NOTICES Any notice required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice for the attention of and to the address notified by each party to the other in writing. Any notice shall be deemed to have been duly received if delivered personally at the time of delivery, if sent by pre-paid first-class post or recorded delivery 48 hours from the date of posting and; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. If deemed receipt under this clause is not within normal business hours (meaning 8.30am to 4.30pm Monday to Friday); at 8.30am on the first business day following delivery. 15. REMEDIES Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 16. APPLICABLE LAW This licence shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit themselves to the exclusive jurisdiction of the courts in Scotland.