Terms
of Use.

2.1 License Grant

Subject to Customer's continued compliance with all terms and conditions of this Agreement and timely payment of all applicable fees, Anorion Dynamics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Platform solely for Customer's internal security operations and in accordance with the Documentation. This license does not include any right to access the source code of the Platform, to use the Platform on a service bureau or time-sharing basis, or to use the Platform for the benefit of any third party.

2.2 Authorised Users

Customer may provision Authorised Users to access the Platform on Customer's behalf. Customer is solely responsible for (a) managing and protecting Authorised User account credentials; (b) ensuring that access to the Platform is restricted to Authorised Users; (c) requiring Authorised Users to maintain the confidentiality of account credentials; (d) ensuring that all Authorised Users comply with the terms of this Agreement; and (e) all acts and omissions of Authorised Users in connection with the Platform. Customer shall be liable for any breach of this Agreement by an Authorised User as if such breach were Customer's own. Customer shall notify Anorion Dynamics immediately upon becoming aware of any compromise of account credentials or unauthorised access to the Platform.

2.3 Restrictions

Customer shall not, and shall not permit any Authorised User or third party to: (a) sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Platform or make it available to any third party; (b) modify, translate, adapt, or create derivative works based on the Platform; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction; (d) access the Platform for the purpose of building a competitive product or service or for benchmarking purposes without the prior written consent of Anorion Dynamics; (e) circumvent or disable any security, access control, or usage limitation features of the Platform; (f) interfere with or disrupt the integrity, performance, or availability of the Platform or any systems, networks, or data connected thereto; (g) transmit any code, files, scripts, or programs that are harmful, disruptive, or malicious through or to the Platform; (h) remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in or displayed by the Platform; or (i) use the Platform in violation of any applicable law or regulation or in a manner that infringes the rights of any third party.

2.4 Updates

Anorion Dynamics may implement Updates to the Platform from time to time. Updates are included within the scope of the license grant in Section 2.1 and do not require payment of additional fees. Anorion Dynamics reserves the right to modify, discontinue, or deprecate any feature or functionality of the Platform upon reasonable notice to Customer, except where immediate modification is required to address a security vulnerability or comply with applicable law.

3.1 Legal Compliance

Customer represents, warrants, and covenants that it will use the Platform only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to data protection and privacy law, employment law, surveillance and monitoring law, and any industry-specific regulatory requirements applicable to Customer's operations. Customer bears sole and primary legal responsibility for ensuring that its deployment and use of the Platform is lawful in all jurisdictions in which it operates.

3.2 Data Protection Obligations

Customer is the responsible party and data controller in respect of all personal information processed through the Platform at Customer's premises or on Customer's instructions. Customer is solely responsible for (a) establishing and maintaining a lawful basis for all surveillance and monitoring activities conducted using the Platform; (b) conducting and documenting a personal information impact assessment as required by applicable data protection law; (c) ensuring that clearly visible surveillance notices are displayed at all premises monitored using the Platform; (d) providing data subjects with the information required under applicable data protection law regarding the processing of their personal information; (e) responding to data subject rights requests in respect of personal information processed at Customer's premises; and (f) ensuring that its use of the Platform's biometric re-identification capabilities is supported by a documented legitimate interest assessment and complies with all applicable requirements for the processing of special category data.

3.3 Acceptable Use

Customer shall use the Platform exclusively for legitimate security and loss prevention purposes. Customer shall not use the Platform to conduct surveillance in locations where individuals have a reasonable expectation of privacy, including private residential spaces, bathrooms, changing rooms, and medical facilities; to monitor, track, or profile individuals for purposes of harassment, stalking, discrimination, or intimidation; to collect or compile intelligence on competitors or third parties for commercial gain; to infringe the rights of employees, visitors, or members of the public in a manner that is unlawful or disproportionate to the legitimate security objective pursued; or for any purpose that Anorion Dynamics, in its reasonable discretion, determines to be harmful, unethical, or contrary to applicable law.

3.4 Customer Warranty

Customer warrants and covenants that it has provided all notices required and obtained all consents, authorisations, and approvals necessary under applicable law to enable Anorion Dynamics to process Customer Data, including personal information, in accordance with the scope, purposes, and instructions specified by Customer. All Customer Data submitted to or processed through the Platform is submitted at Customer's own risk. Customer is solely responsible and liable for any loss or damage arising from Customer Data, including any claims by third parties in connection therewith.

4.1 Anorion Dynamics Ownership

As between the parties, Anorion Dynamics retains all right, title, and interest in and to the Platform, including all Intellectual Property Rights embodied therein, and all improvements, modifications, derivative works, Updates, and enhancements to the Platform, irrespective of whether developed in connection with Customer's use or feedback. No ownership rights in the Platform are conveyed to Customer under this Agreement. The license granted in Section 2.1 is the entirety of Customer's rights in respect of the Platform. Customer hereby irrevocably assigns to Anorion Dynamics any rights Customer may acquire in the Platform or any component thereof by operation of law or otherwise.

4.2 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Anorion Dynamics a limited, non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and use Customer Data solely to the extent necessary to provide and support the Platform during the Subscription Term and for the period required to fulfil Anorion Dynamics' obligations under this Agreement and applicable law. Anorion Dynamics shall not use Customer Data for any purpose beyond the delivery of the Platform services, shall not sell or commercially exploit Customer Data, and shall not disclose Customer Data except as permitted under this Agreement or required by applicable law.

4.3 Feedback

If Customer provides Anorion Dynamics with any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), Customer grants Anorion Dynamics an unlimited, irrevocable, perpetual, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Platform and any other products or services without any obligation of compensation, attribution, or accounting to Customer. Anorion Dynamics is under no obligation to act on any Feedback provided.

4.4 Usage Data

Anorion Dynamics may collect and use aggregated, anonymised data derived from Customer's use of the Platform for the purposes of improving Platform performance, developing new capabilities, and generating industry insights. Such aggregated data will not identify Customer or any individual and will not constitute Customer Data or Confidential Information of Customer.

6.1 Subscription Fees

Customer shall pay all fees applicable to the selected subscription plan in accordance with the pricing schedule in effect at the time of subscription. Fees are invoiced in advance and are due and payable in accordance with the payment terms of the applicable subscription or marketplace agreement. All fees are non-refundable except as expressly provided in this Agreement or as required by applicable law.

6.2 Taxes

All fees are stated exclusive of applicable taxes, levies, duties, and similar governmental charges, including value added tax and sales tax. Customer is responsible for paying all such taxes associated with its purchases under this Agreement, excluding taxes based on Anorion Dynamics' net income. If Anorion Dynamics is required to collect or remit taxes on Customer's behalf, such taxes will be invoiced in addition to the applicable fees.

6.3 Late Payment

Overdue amounts shall accrue interest at the rate of the lesser of 2% per month or the maximum rate permitted by applicable law, calculated from the date payment was due until the date of actual payment. Anorion Dynamics reserves the right to suspend Customer's access to the Platform upon written notice in the event of non-payment of undisputed amounts that remain outstanding for more than thirty (30) days after the due date.

6.4 Price Changes

Anorion Dynamics may modify its pricing upon not less than thirty (30) days' written notice to Customer. Price changes will take effect at the commencement of the next Subscription Term following the notice period. Customer's continued use of the Platform after the effective date of a price change constitutes acceptance of the revised pricing.

7.1 Anorion Dynamics Warranty

Anorion Dynamics warrants that during the Subscription Term the Platform will perform materially in accordance with the applicable Documentation. In the event Customer reasonably believes that this warranty has been breached, Customer's sole and exclusive remedy shall be for Anorion Dynamics to use commercially reasonable efforts to remedy the non-conformance. If Anorion Dynamics is unable to remedy the non-conformance within a reasonable period, Customer may terminate the affected subscription and receive a pro-rated refund of prepaid fees for the unused portion of the Subscription Term.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.1, THE PLATFORM AND ALL ASSOCIATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANORION DYNAMICS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ANORION DYNAMICS DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS, THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL PREVENT ALL SECURITY INCIDENTS. THE PLATFORM IS A SECURITY INTELLIGENCE TOOL AND DOES NOT CONSTITUTE INSURANCE, A GUARANTEE OF PHYSICAL SECURITY, OR A REPLACEMENT FOR HUMAN SECURITY PERSONNEL. AI-GENERATED DETECTIONS AND ASSESSMENTS ARE PROBABILISTIC IN NATURE AND WILL NOT ACHIEVE PERFECT ACCURACY. ANORION DYNAMICS IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THIRD-PARTY SERVICE PROVIDERS OR FOR FAILURES OF THIRD-PARTY INFRASTRUCTURE BEYOND ITS REASONABLE CONTROL.

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY ASSERTED, AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate Liability Cap

EXCEPT FOR THE PARTIES' OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) AND SECTION 9 (INDEMNIFICATION), AND EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO ANORION DYNAMICS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR WHERE THE CUSTOMER HAS SUBSCRIBED FOR LESS THAN TWELVE (12) MONTHS, THE TOTAL FEES ACTUALLY PAID BY CUSTOMER DURING THE ACTIVE SUBSCRIPTION TERM. THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS A MATERIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEM AND REFLECTS A REASONABLE ALLOCATION OF RISK.

8.3 Essential Basis

The limitations of liability set out in this Section reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between them. The Platform subscription fees would be substantially higher in the absence of these limitations. Customer should maintain appropriate insurance coverage, including property insurance, liability insurance, and cyber liability insurance, commensurate with the nature of its operations and the risks associated with its use of the Platform.

9.1 Indemnification by Anorion Dynamics

Anorion Dynamics shall defend Customer against any third-party claim alleging that Customer's use of the Platform in accordance with the terms of this Agreement infringes any patent, copyright, or trademark of a third party, and shall indemnify and hold Customer harmless from and against any damages, costs, and legal fees finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Anorion Dynamics in writing. The foregoing obligation shall not apply to the extent that the alleged infringement arises from (a) modification of the Platform by any party other than Anorion Dynamics; (b) combination of the Platform with third-party products, services, or data not authorised by Anorion Dynamics; (c) use of the Platform other than in accordance with the Documentation or this Agreement; or (d) Customer Data.

9.2 Indemnification by Customer

Customer shall defend Anorion Dynamics and its affiliates, officers, directors, employees, and agents against any third-party claim arising from or relating to (a) Customer's violation of applicable law, including data protection, surveillance, employment, or privacy law; (b) Customer's use of the Platform in a manner not authorised by this Agreement or the Documentation; (c) Customer Data, including any allegation that Customer Data infringes the rights of a third party or was collected or processed unlawfully; (d) any failure by Customer to comply with its obligations as responsible party or data controller; or (e) any claim by an employee, contractor, visitor, or other individual arising from Customer's surveillance activities. Customer shall indemnify and hold Anorion Dynamics harmless from and against all resulting damages, costs, and legal fees.

9.3 Indemnification Procedure

The obligations of the indemnifying party are conditioned on the indemnified party (a) providing prompt written notice of the claim, in no event later than ten (10) business days after becoming aware of the claim; (b) granting the indemnifying party sole control of the defence and settlement of the claim, provided that the indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent; and (c) providing reasonable cooperation and assistance to the indemnifying party at the indemnifying party's expense.

10.1 Term

This Agreement commences on the effective date of Customer's subscription and continues until all active Subscription Terms have expired or been terminated in accordance with this Agreement.

10.2 Termination for Cause

Either party may terminate this Agreement and any active Subscription Terms upon written notice to the other party if (a) the other party materially breaches any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any insolvency, liquidation, or administration proceeding that is not dismissed within sixty (60) days.

10.3 Termination for Immediate Cause

Anorion Dynamics may suspend or terminate Customer's access to the Platform immediately upon notice in the event that (a) Customer uses the Platform in a manner that violates applicable law or constitutes unlawful surveillance; (b) Customer's use of the Platform poses a material security risk to the Platform or to other customers; (c) Customer fails to pay undisputed amounts that remain outstanding for more than thirty (30) days following the due date; or (d) Anorion Dynamics is required to do so by a court order or applicable law.

10.4 Effect of Termination

Upon expiration or termination of this Agreement for any reason, all licenses granted to Customer under this Agreement shall immediately cease and Customer shall immediately discontinue all use of the Platform. Anorion Dynamics will provide Customer with access to Customer Data in a reasonable format for a period of thirty (30) days following termination and will thereafter delete or irreversibly anonymise all Customer Data in accordance with its data retention obligations. Termination does not relieve Customer of the obligation to pay all fees that accrued prior to the effective date of termination. All provisions of this Agreement that by their nature should survive termination shall survive, including Sections 4, 5, 8, 9, 11, and 12.

11.1 Informal Resolution

Prior to initiating any formal legal proceeding, the parties shall use commercially reasonable efforts to resolve any dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party identifying the nature of the dispute and the relief sought. The parties shall engage in good faith discussions for a period of not less than thirty (30) days from the date of such notice before commencing any formal proceeding, unless the dispute involves a claim for equitable relief or either party's Intellectual Property Rights.

11.2 Governing Law

This Agreement and all disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of South Africa, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods.

11.3 Jurisdiction

Subject to Section 11.1, each party irrevocably submits to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division (Pretoria) for the resolution of any dispute arising out of or in connection with this Agreement. Each party waives any objection to the laying of venue in such court and any objection that such court is an inconvenient or inappropriate forum. Anorion Dynamics reserves the right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction. Customer irrevocably consents to service of process by email to the address registered with Anorion Dynamics, which shall be deemed effective upon transmission.

11.4 No Class Actions

Customer agrees that any claim or dispute arising under this Agreement shall be brought solely in Customer's individual capacity and not as a plaintiff or class member in any purported class action, collective proceeding, or representative action. Customer waives any right to consolidate its claims with those of any other person or entity or to have any claim adjudicated on a class or representative basis.

12.1 Entire Agreement

This Agreement, together with any applicable order form, subscription confirmation, data processing agreement, and Anorion Dynamics' Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

12.2 Amendments

Anorion Dynamics may modify this Agreement upon not less than thirty (30) days' written notice to Customer for material changes. Notice will be provided by email to Customer's registered address and by posting the updated Agreement at anoriondynamics.com/terms-of-use. Customer's continued use of the Platform following the effective date of any modification constitutes acceptance of the modified Agreement. If Customer objects to any modification, Customer's sole remedy is to terminate its subscription before the effective date of the modification.

12.3 Assignment

Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Anorion Dynamics, including in connection with a change of control, merger, acquisition, or sale of assets. Any purported assignment in violation of this Section shall be null and void. Anorion Dynamics may assign this Agreement, in whole or in part, to any affiliate or to any successor entity in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, upon notice to Customer. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

12.4 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, it shall be severed from this Agreement. The validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

12.5 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by an authorised representative of the waiving party, and shall be limited to the specific instance and purpose for which it is given.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, power grid failures, internet backbone failures, or cyberattacks perpetrated despite reasonable security measures. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice without liability, and Customer shall be entitled to a pro-rated refund of prepaid fees for the unused portion of the Subscription Term.

12.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has authority to bind the other party or to incur obligations on the other party's behalf.

12.8 Notices

All notices required or permitted under this Agreement shall be in writing. Notices to Customer shall be sent to the email address registered with Anorion Dynamics and shall be deemed effective twenty-four (24) hours after transmission. Notices to Anorion Dynamics shall be sent to legal@anoriondynamics.com and shall be deemed effective upon written acknowledgement of receipt. Legal notices relating to termination, disputes, or indemnification claims shall be sent by both email and by registered post to the party's registered address.

12.9 Export Controls

Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its access to and use of the Platform. Customer represents and warrants that it is not located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive economic sanctions, and that it is not listed on any applicable restricted party list. Customer shall not access or use the Platform in any manner that would cause Anorion Dynamics to violate applicable export control or sanctions obligations.

12.10 Language

This Agreement is drafted in English. In the event of any conflict between an English version of this Agreement and any translation, the English version shall prevail and control.