Business User License Agreement (BULA)

Before copying, installing, or otherwise accessing or using our software, please read this Business User License Agreement (hereinafter referred to as 'BULA'), including the Software as a Service item attached to this BULA (hereinafter referred to as 'Software' or 'this Software'). This Software may come with manuals, user guides, and other related explanatory documents (hereinafter referred to as "Documentation").

This BULA constitutes a legal agreement between you and us. Acceptance of this BULA signifies that you act on behalf of an organization or group. Such organizations or groups include, but are not limited to, corporations or any other commercial entities, governmental entities, non-profit organizations, or educational institutions (hereinafter referred to as "Business Customers"). The terms "we," "our," "the Company," "Leukocyte-Lab" in this BULA represent Leukocyte-Lab Corporation. The terms "you" or "your" represent an individual who has read and clicked the "I Accept" or a similar button, or represents a Business Customer.

Clicking "I Accept," "Agree," or similar buttons, or copying, downloading, installing, or otherwise accessing or using the Software and Documentation, signifies that you have read and understood this BULA and agree that you and the Business Customer you represent shall be bound by its terms. By accepting this BULA, you represent and warrant that you have the right or are authorized to bind the Business Customer to the terms of this BULA, including the arbitration provisions contained herein. If you do not agree to this BULA, you must click "Decline," "Disagree," or a similar button, cease the downloading and/or installation process, immediately stop and refrain from accessing or using the Software, and delete any copies you may possess. Clicking "Decline" or a similar button signifies your understanding that you cannot download or use the Software in any way, manner, or form.

General and Specific Terms

This BULA consists of two parts: (a) Part I, which lists the general terms applicable to all software and documentation (hereinafter referred to as "General Terms"), and (b) Part II, which lists specific terms for each piece of software and its accompanying documentation that you are now or will at any time in the future use (hereinafter referred to as "Specific Terms"). In the event of a conflict between the Specific Terms and the General Terms, the Specific Terms shall prevail.

Part I: General Terms

Type of License

The software is licensed, not sold. Depending on the type of software, you may obtain a license from us to use this type of software within its usable scope for a limited, fixed period (hereinafter referred to as "Subscription License"). Unless a support agreement (as defined below) you have signed with us entitles you to downgrade to an older version, the license only entitles you to use the current version of the software as specified in the license certificate (as defined below).

License Restrictions

You shall not, directly or indirectly, or allow any user to: (a) engage in reverse engineering, decompiling, disassembling, or otherwise attempting to derive the target code, source code, or underlying ideas or algorithms of the software or any license certificate obtained; (b) modify, translate, adapt, or create derivative works of the software, documentation, or any license certificate obtained in any manner (unless applicable law expressly prohibits such restrictions for interoperability purposes, in which case you agree to first contact us and allow us the opportunity to make the necessary changes for interoperability); (c) re-license, lease, rent, distribute, sell, resell, transfer, or otherwise dispose of the software or any copies thereof (unless otherwise specified in the general terms of this BULA); (d) use the software for timesharing purposes or otherwise for the benefit of any other person or entity; (e) remove any proprietary notices from the software or documentation, or attempt to circumvent any copy protection mechanisms included in the software; (f) use the software for any commercial or other profit-making purposes towards any third party without additional authorization or agreement from the company; (g) use the software to attempt to gain or access any cloud computing services provided by us or our affiliated systems or networks without authorization; (h) split or run portions of the software on multiple devices, upgrade or downgrade any portion of the software at different times, or transfer any portion of the software separately; (i) crack or modify any license keys, or otherwise attempt to circumvent or alter any license registration process; (j) disclose to or allow any third party (other than users as defined below) access to the software; (k) use the software for any illegal or prohibited purposes, or as a means to infringe any third party rights; (l) use the software for any purposes other than its intended purpose.

Users

You shall ensure that all users comply with the use of the software and documentation in accordance with this BULA and shall be responsible for your users' compliance with the terms of this BULA as if such user were a party to this agreement. "User" refers to an individual who actually uses this software as an agent, employee, contractor, or temporary employee of the business customer.

Delivery, Installation, and Activation

Unless you install a licensed copy of the software from a physical medium, we will provide such a copy for activation or download. You are responsible for establishing and maintaining the confidentiality of your and your users' usernames and passwords, as well as the usernames and passwords for activating or downloading licensed copies. You shall be responsible for all activities related to your usernames and passwords and the downloading and installation of licensed copies of the software.

Modifications

We may periodically modify, update, and/or otherwise change this BULA (hereinafter referred to as "Modifications") and will post the revised version on our website: https://leukocyte-lab.com/bula. Such changes shall be effective immediately; however, for Business Customers who have a license to use the software as of the date of such changes, unless otherwise stated, such changes shall take effect 30 days after they are published online. Your continued use of the software and/or documentation after any such changes indicates your acceptance of such changes. We may (but are not obligated to) use the email address you provided when purchasing the software license to notify you of changes via email. It is your responsibility to regularly check our website and review any changes to the current BULA.

Support

Subject to your continued compliance with the terms of this BULA, purchasing a subscription license for this software entitles you to receive complimentary support during our normal business hours for basic installation and configuration issues. We reserve the right to change the scope of the free support and the applicable terms and conditions of such support at any time at our sole discretion, without notice. You agree that we have no obligation to announce or provide any updates, enhancements, modifications, revisions, or additions to the software, and this BULA does not grant you any rights thereto.

We may also provide additional support and/or maintenance services (hereinafter referred to as "Support Services") for certain software under the terms of individual agreements. If you purchase Support Services with the software or if your subscription license includes Support Services, such services will be provided to you in accordance with the terms and conditions of the individual agreement (hereinafter referred to as "Support Agreement") incorporated by reference and the specific terms of the software. If you have a perpetual license and require Support Services, you may choose to pay for such services in accordance with the specific terms of the relevant software and the terms and conditions of the individual Support Agreement. We reserve the right to amend, modify, suspend, or terminate our support and/or maintenance policies at any time.

Phased Out Software

We may partially or fully phase out any software by providing written notice (referred to as "Phased Out Software"). If you have prepaid for a subscription license for the software and we phase it out before the expiration of your current subscription license, we will make all reasonable efforts to transition you to substantially similar software. Notwithstanding any contrary provisions in this BULA, the subscription license for Phased Out Software will not be renewed. If you have purchased a perpetual license for Phased Out Software, you may continue to use the then-current version of such Phased Out Software indefinitely under the terms of this BULA, but we will no longer provide any support services after the phase-out date of the software.

Warranty

Unless required by applicable law, we warrant that the physical media distributing the software will be free from defects and that, for thirty (30) days from the date of your purchase (referred to as the "Warranty Period"), the software should substantially conform to the descriptions in its documentation when used in the environment supported by the specific terms of this software. If the physical media distributing the software is defective, your sole remedy is to have us replace the defective media, provided that you return such defective media to us within the Warranty Period. If the software is defective, we will, at our discretion, either (a) make all reasonable efforts to correct the software's defects, or (b) replace the defective software. A defect in the software means a significant discrepancy between the software and its documentation description. If we are unable to correct or replace the defective software, you may cease using the licensed software and terminate your software license. The aforementioned remedies for media defects and/or software defects are our sole and entire liability under this BULA. Our limited warranty obligations described in this section are conditional upon: (a) your correct installation and use of the software according to the documentation; (b) no one other than us or our authorized representative has made any modifications, changes, or additions to the software; and (c) we receive (i) written notice of non-conformance during the Warranty Period; or (ii) the defective physical media (if applicable). Except for the limited warranty expressly stated above, to the maximum extent permitted by applicable law, we provide the software and any related support services without any form of warranty. The foregoing warranty is exclusive and supersedes all other warranties, whether express or implied, statutory or otherwise under this contract. We do not warrant that the software or support services will meet your requirements, that the operation of the software or any support will be uninterrupted or error-free, nor that defects in the software will be corrected.

Our limited warranty obligations described in this section do not apply to any software or support we license or provide to you for free, for example, software you obtain from us for evaluation and/or trial purposes. In the case of obtaining such software or support services for free, you are not entitled to any warranty, and you agree to assume the risk of using the software and/or support services. The software may contain "open source" materials (e.g., any software subject to open source licenses, public copyright, GNU General Public License, Lesser General Public License, Mozilla License, Berkeley Software Distribution License, Open Source Initiative License, MIT License, Apache, or Public Domain License, or similar licenses) or third-party software (as defined below). We make no warranties with respect to open-source materials or third-party software contained in the software. The software may be subject to the inherent limitations, delays, and other problems associated with using the internet and electronic communications, and we are not responsible for any delays, delivery failures, or other damages resulting from such problems.

Indemnification

You agree to indemnify and hold harmless us, our affiliates and subsidiaries, and their respective past and present officers, directors, agents, employees, partners, independent contractors, and licensors from any third-party claims or demands, including reasonable attorney's fees, arising from (a) your use or misuse of the software and documentation or any components thereof (except as permitted by this BULA); (b) your breach of this BULA; (c) your infringement, misappropriation, or violation of any intellectual property rights or other rights of others; or (d) any content created or stored by you.

Limitation of Liability

In no event shall we, our affiliates, our subsidiaries, or our respective licensors or service providers be liable under any theory of law, including breach of contract, tort, or other liability, for any collective liability arising from or related to this BULA or its subject matter, or any related maintenance or support service agreement, exceeding the amount you paid to us under this BULA in the three (3) months preceding the event giving rise to the claim.

If any provision of the foregoing terms or any other terms set forth in this section is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full effect.

Governing Law and Jurisdiction

Should any dispute or claim arise from or in connection with this BULA (referred to as "Dispute") between us and you, and if we are unable to resolve it amicably, to facilitate a swift and direct resolution of any issues between us, you and we agree to submit such Dispute to arbitration within one year of the Dispute arising, otherwise the claim shall be considered waived. Both you and we agree that the decision of the arbitrator shall be final and binding and may be submitted as a judgment to any court of competent jurisdiction.

This constitutes the entire agreement between you and Leukocyte-Lab regarding our software and is governed by the laws of Taiwan.

Any dispute between you and Leukocyte-Lab or its agents, employees, successors, or assigns, whether arising from this BULA, including the validity of the arbitration clause, shall be arbitrated in Taipei, Taiwan, and governed by the Arbitration Act of Taiwan.

This BULA is not governed by the conflict of laws provisions of any jurisdiction or the explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Notices

We may provide notices to you (1) via email; (2) on this page or a similar page of our website; or (3) through the software. You agree to provide accurate, current, and complete information for us to communicate with you regarding the software, issue invoices, accept payments, or contact you for related purposes. Any notice shall be deemed delivered at the time of sending or posting, regardless of whether you read the notice or actually receive it. You may revoke your consent to receive notices electronically by ceasing to use the software.

Compliance with Laws

You agree to comply with all applicable laws (including local laws of the country or region where you conduct your business) while using the software and documentation and abide by all applicable export laws and regulations. You shall not use the software or documentation for any purpose prohibited by applicable laws.

Intellectual Property Rights

You acknowledge that the software and documentation are proprietary to us and that we retain all rights, title, and interest in the software and its documentation, including all related copyrights, trade secrets, patents, trademarks, and other intellectual property and industrial property rights, including the registrations, applications, renewals, extensions thereof. You may not remove any titles, trademarks, or trade names, copyright notices, legends, or other proprietary markings from the software and its documentation. You do not acquire any rights, licenses, or interests in any of our trademarks or service marks. You shall not modify or create derivative works based on the software or documentation.

Third-Party Software and Technologies

The software may include various third-party software components or software services (referred to as "Third-Party Software"), which are provided under separate license terms (referred to as "Third-Party Terms"). We acquire such Third-Party Software 'as is' and include it in the software. You are permitted to use Third-Party Software with this software, provided that such use complies with the terms of this BULA and the applicable Third-Party Terms. You are strictly prohibited from using Third-Party Software outside the scope of this BULA, and you may need to obtain permission from the respective owners to use such Third-Party Software under the Third-Party Terms. We do not provide you with any licenses related to such third-party operating systems and applications, and you are responsible for obtaining all such necessary licenses from their respective vendors.

Content

You are granted the right to use and are responsible for all data, information, materials, or other content (including penetration testing programs, attack drill scripts, container image files, virtual machine image files, security advisory descriptions, security standard correspondence information, configuration files, and other content accompanying or updated to the product by our company) that you or your users create for the use of our software, or that you or your users store in the software (referred to as "Content"). You are responsible for the accuracy, quality, completeness, legality, reliability, appropriateness, and intellectual property ownership or rights of your Content. You agree that any loss or damage of any kind arising from any Content created or already established, stored, uploaded, posted, shared, transmitted, displayed, or otherwise provided through the use of the software by you or your users, will be your sole responsibility, and pursuant to the indemnification section, you will indemnify us against any third-party claims related to the Content.

Updates

Unless you previously refuse software updates, error corrections, feature enhancements, or improvements (referred to as "Updates"), we may periodically download and install such Updates on your controlled or owned devices automatically. If you do not wish to receive Updates, you must notify us of your choice and, where possible, disable the automatic update feature in the software. Otherwise, you agree to receive such Updates from us during the use of the software. Without the installation of Updates, you may not fully benefit from the software, or the software may not function properly. If Updates are not installed, we are under no obligation to provide any support services for the software. We are not obligated to create Updates according to any schedule and reserve the right to decide whether to provide Updates. If an Update is required to comply with applicable laws, address threats or actual security vulnerabilities in the licensed software, replace technologies that may infringe on third-party intellectual property rights, or for any other reason of similar significance to us (referred to as "Mandatory Updates"), we will provide you with such Mandatory Updates and notify you that the Update is a Mandatory Update. You should install Mandatory Updates immediately, but in any event no later than ten (10) business days after receipt. Failure to timely install Mandatory Updates may result in the termination or suspension of your license to the affected software. For clarity, Mandatory Updates do not include updates related only to new features and functions.

We may also perform regular maintenance on the architecture and code used to provide the software from time to time, and you may experience some disruptions when using the software or any related account or service during this period. Where reasonably practicable, we will notify you in advance of such maintenance. You understand that we may need to perform emergency maintenance without prior notice to you, during which we may temporarily suspend your access and use of the software or any related account or service.

Compliance with Licensing Regulations

You understand and acknowledge that we may remotely monitor the operation and use of the software, including validating compliance with the terms of this BULA (referred to as "Validation"), through the reporting functionality in the software for our technical, operational, and legal purposes. You agree to assist in such Validation, including taking all necessary steps to ensure that any firewall ports are open and notifying us of any operational issues that may prevent Validation. You warrant that you have obtained all necessary consents and authorizations for such Validation, including any and all consents and authorizations related to the use of data and information associated with you and your users' use of the software.

Confidentiality

All non-public, confidential, or proprietary information of ours disclosed to you, whether orally, in writing, electronically, in other forms, or media, including but not limited to all software license certificates, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts, and rebates, whether or not marked, designated, or otherwise identified as "confidential" (referred to as "Confidential Information"), shall be confidential. Unless authorized in writing by us, you shall not use, disclose, or copy such information. Upon our request, you shall immediately return or destroy all documents and other materials containing any Confidential Information. Any breach of this section shall be subject to legal remedies and claims for damages. You shall immediately report to us any actual or suspected violation of this section and shall take all reasonable measures to prevent, control, or correct such violations. Confidential Information shall not include information that: (a) is or becomes public without breaching this BULA; (b) was lawfully in your possession before receiving it from us; (c) is lawfully received from a third party without breach of any obligation of confidentiality or unlawful or wrongful act; or (d) is developed by you independently without reference to or reliance upon our Confidential Information. If legally compelled to disclose any Confidential Information, you shall provide timely written notice of such requirement, where legally permissible, so that we may seek a protective order or other remedy at our own expense; and provide reasonable assistance to contest or seek a protective order or other limitations on disclosure. If, following such notice and assistance, you are still legally required to disclose any Confidential Information, then the Confidential Information you disclose shall not exceed the extent of confidential information that your legal counsel advises is legally required to be disclosed.

Publicity Rights

We, our affiliates, and our subsidiaries may use your name and logo in various forms (such as print, online, etc.) on our customer lists and other marketing and sales collateral materials solely to identify you as our customer. We will endeavor to correct any misuse brought to our attention within a reasonable business timeframe, in good faith. You grant us, our affiliates, and our subsidiaries a royalty-free license to use your name, trademarks, logos, website links, quotations, and any other information you may provide, and other marketing and sales collateral materials related to your use of the software (such as print, audio, video, and other forms), for marketing purposes. We, our affiliates, and our subsidiaries have the right to publicly disclose and freely distribute such information within the scope of marketing purposes, but we will never significantly publicly disclose any personally identifiable information other than your name without your prior written consent. We are under no obligation to publish or otherwise use any information or logos you may provide.

Rights to Use Data

You agree and ensure that all users understand and agree that we may collect data and related information, including but not limited to technical information about your devices, systems, application software, and peripherals related to your use of the software. We may use this information to provide services and operation, offer, improve, and develop our products, services, and technologies, prevent or investigate fraud or inappropriate use of our products, services, and technologies, for diagnostic, management, research purposes, validate valid registrations for anti-piracy purposes, determine if new software updates are available for your device before sending you notifications to install new software updates, and for any other purposes described in this BULA and our privacy policy. You also consent to our and our agents' processing of personal information to facilitate the subject matter of this BULA and to process any orders you submit for purchasing software licenses. You should obtain all necessary consents from third parties (including your affiliates, users, contacts, administrators, and employees) in accordance with applicable privacy and data protection laws before providing personal information to us. Personal information collected under this BULA will be governed by our privacy policy.

Survival

Any terms in this agreement that, by their nature, should reasonably survive the expiration or termination of any software license shall continue to be in effect. Such terms include, but are not limited to, limitations of liability, warranties, intellectual property rights, indemnification, rights to use data, governing law, and jurisdiction.

Feedback

You are under no obligation to provide us with any ideas, opinions, information, concepts, comments, expertise, technical know-how, documentation, proposals, and/or any other materials (collectively referred to as "Feedback"). However, if you submit Feedback to us, and retain ownership of such Feedback, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, unrestricted license to use and exploit your Feedback for any purpose globally. Furthermore, you agree not to assert any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Additionally, by submitting Feedback, you warrant that (i) your Feedback does not contain confidential or proprietary information of third parties; (ii) we are under no obligation of confidentiality with respect to the Feedback; (iii) we may have something similar to the content of your Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us for the Feedback.

Entire Agreement

Apart from any individual agreements we may enter into with you regarding support services, this BULA constitutes the entire agreement between you and us, superseding any prior agreements, communications, or advertisements related to the software and documentation. The software, or any feature or part thereof, may only be available in certain countries and in certain languages. If we provide you with a translation of the Chinese version of this BULA, you agree that such translation is provided for your convenience only and that the Chinese version of this BULA (not the translation) will be legally binding on you. In the event of a conflict between the Chinese version (non-translated) and the translated content, the Chinese version (non-translated) shall prevail.

Severability

If any term or provision of this BULA is found to be invalid, illegal, or unenforceable in any jurisdiction: (a) the remaining terms shall remain in full force, effect, legality, and enforceability; (b) such invalidity, illegality, or unenforceability shall not extend to any other jurisdiction; and (c) such invalidity, illegality, or unenforceability shall not affect any other term or provision of this BULA, nor render such term or provision invalid or unenforceable in any other jurisdiction.

Headings

The headings in this BULA are for convenience only and shall not affect the interpretation of this BULA.

Waiver

The failure of either party to exercise or enforce any rights provided in this BULA shall not be deemed a waiver of such rights.

Assignment and Transfer

We may assign all or part of this BULA. Your continued use of the software following a merger, acquisition, sale, or other corporate transaction involving us or our affiliates or subsidiaries signifies your agreement to be bound by the agreements and policies of the subsequent owner(s), if any. You may not transfer any subscription license or any perpetual license at any time (except as provided in this section). Any transfer of a license is void unless the transferee agrees in writing to be bound by the terms of this BULA concerning the transferred license. Before making any transfer, you must provide us with proof of the transferee's written consent and a notice of transfer for our records. Any transfer not in compliance with this section shall be void.

Compatibility

Some software versions may be incompatible with various computer operating systems, and we may not release updates to establish compatibility. The software may be incompatible with the computer operating system you are currently using or may purchase in the future. You understand that the software may be included in, or the software itself may contain, software or other technologies owned and controlled by third parties. This BULA remains effective in such combined scenarios. For all third-party software or technologies that may be distributed with the software (referred to as "Bundled Third-Party Software"), you shall explicitly agree to accept the licensing agreements signed with such third parties.

Evaluation Software

If the software is designated as a demo, evaluation, or trial version in the applicable documentation, you may only install and access the software for evaluation and/or demonstration purposes. Unless authorized by us, you may not use our software for competitive analysis, or for commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, you must cease using the software or must pay the licensing fee to continue its use. If you have not paid to purchase the software, you will have no further right to use the software upon expiration of the evaluation period, and must immediately cease using the software and delete and destroy all electronic copies of the software on your computer and any other devices where the software is installed (including but not limited to all accompanying user manuals provided with the evaluation version). Any attempt to circumvent any expiration date technology is considered a violation of this BULA and will automatically and immediately terminate your license to use the software.

Force Majeure

We shall not be liable for any failure to perform our obligations if such failure is caused by events beyond our reasonable control. In such cases, we shall make reasonable efforts to mitigate the effects of any such event. If such events continue for more than one (1) calendar month, either party may terminate this BULA for the unperformed services or undelivered products upon written notice. After such termination, you must immediately pay us any outstanding amounts.

Third-Party Beneficiaries

Our affiliates and licensors shall be direct and intended third-party beneficiaries of this BULA.

Audit and Compliance

You must keep records related to all uses, installations, and deployments of the software within your entire organization and/or through virtualized environments (as defined in the specific terms of the relevant software). We have the right to audit these records (at our expense) to verify your compliance with this BULA and the scope of licenses granted to you under specific terms. Such audits may be conducted at any time during your subscription license period and for two years thereafter and/or during your perpetual license period and for two years after any termination, but not more than once per year (unless unauthorized use is discovered in an audit). In such cases, we may conduct one verification per quarter in the subsequent annual period.

Our audit and verification process will require you to provide within thirty (30) days of our request (a) original data of all software installed or deployed by you or under your direction; (b) all valid purchase documentation for all licensed copies of the software; (c) any other information that we may reasonably require. Any verification may include an on-site audit at your relevant business premises during normal business hours with thirty (30) days advance notice. Any information gathered during audits will be used solely for determining compliance.

If audits and verifications show that you are deploying, installing, or using the software: (a) in excess of authorized quantities; or (b) in any manner not permitted by this BULA, thereby necessitating additional charges, you must pay additional licensing fees, any applicable maintenance fees, overdue interest at 1.0% per month or the maximum legal rate (whichever is less), and all costs of recovery within thirty (30) days of the invoice date. By exercising the rights and procedures described in this section, we do not waive our right to enforce this BULA or protect our intellectual property rights through any other means permitted by law. We shall adhere to the privacy terms stipulated in our privacy policy concerning the information obtained and collected in this section's audit.

Pricing, Payment, and Renewal

The costs for obtaining software licenses directly from us under this BULA and for purchasing any support services (collectively referred to as "Fees") are subject to change and may be notified to you by us or our agents. Unless you are purchasing licenses or support services through our agents, we or our billing agents will collect the Fees through your payment method and send receipts to your email address. We or our agents will also share a license certificate with you, which specifies the type of license you purchased according to your submitted order (subscription or MSSP license), the version of the software for which you are licensed, the term of your license, the allowed number of users and/or the number of devices on which the software can be deployed or used, the type of support services and the term of such services (if any), the Fees charged, applicable taxes, the license key for activating the software (as determined by the software you are licensed for), and any other specific terms related to the software (referred to as "License Certificate"). Unless otherwise provided in this BULA, you may not request a refund of any payments made under this BULA, nor make any set-off, counterclaim, or related assertion. Unless the software specifies automatic renewal of subscription licenses or support services, we or our billing agents may send you one or more renewal reminders, requesting you to renew your subscription license or support services prior to their expiration (referred to as "Expiration").

Taxes

All Fees are exclusive of any taxes, levies, or duties. You are responsible for all taxes associated with this BULA or your purchase or use of the software or any support services. If any taxes are required to be withheld or prepaid on any payments due to us under this agreement, you shall gross up the payments so that we receive the full amount due, without any deduction for such taxes. Where necessary, you shall coordinate with us in advance to reduce the tax rate in accordance with applicable income tax treaties before making any payments to us. If required, you shall also promptly provide us with receipts issued by the relevant government authorities and cooperate with us, as we may need additional information to assist us in obtaining a credit for such withheld taxes in our corporate home country. Despite the above, sales tax, Goods and Services Tax (GST), or Value Added Tax (VAT) may still be charged according to applicable laws and regulations. You acknowledge that we may determine the place of supply for sales and income tax purposes based on the "Billing Name and Address" you provide when ordering or paying for the software license and/or support services. You shall reimburse us for any such taxes or duties that we directly pay or incur due to our transactions with you, and you agree that we may collect any such reimbursable taxes through any payment method you use to make payments.

License Expiration, Resale, and Termination

In addition to any other termination provisions set forth herein, you will lose all rights under this BULA to the software if: (a) you hold a subscription license but fail to renew your subscription license at expiration; or (b) you transfer a fully paid perpetual license (referred to as "Transfer") under the aforementioned Assignment and Transfer terms and have no other subscription license or perpetual license. You may also lose all rights to the software under a perpetual license pursuant to this BULA if we offer and you accept the conversion of your perpetual license to a subscription license (referred to as "Conversion"). Upon such Conversion, you must uninstall and destroy all copies of the software obtained under the perpetual license and provide us with written proof that you have done so.

We also reserve the right to immediately terminate your software license upon written notice to you (referred to as "Termination") if you breach this BULA and the following default occurs: (a) constitutes a material breach; (b) is irreparable; (c) is repairable but remains unremedied thirty (30) days after you receive our written notice of breach.

Upon expiration, Transfer, or Termination of the software license, you must immediately: (a) uninstall, cease, and destroy any copies of the software that you own or control; (b) return or destroy all license keys, documents, and other materials received from us containing, constituting, or comprising any Confidential Information; (c) provide us with written proof that you have fulfilled the obligations in (a) and (b) above. Unless otherwise stated herein, any terms in this BULA that, by their nature, should reasonably survive the expiration, Transfer, or Termination will continue to be in effect.

Independent Parties

No agency, partnership, joint venture, franchise, or other form of legal alliance is established between you and us under this BULA. Neither party has any right or authority to assume or create any express or implied obligation or responsibility on behalf of or in the name of the other party.

Remedies

Without waiving any remedies provided under this BULA, we are entitled to seek relief from any court of competent jurisdiction if such action is necessary to prevent irreparable damage, maintain the status quo, or preserve and protect the subject matter of the dispute. The remedies obtained by us under the provisions of this BULA are cumulative.

Part II: Specific Terms

A. Software Specific Terms:

• LKC ArgusHack Kr (LKC-AGH-Kr)
• LKC ArgusHack Center (LKC-AGH-CTR)
• LKC ArgusHack APT (LKC-AGH-APT)
• LKC ArgusHack-Center Enterprise (LKC-AGH-CTR-ENT)
• LKC ArgusHack-Center MSSP (LKC-AGH-CTR-MSSP)

Applicability

The specific terms outlined in this Section A apply to any versions of the software provided under the aforementioned brand names on any platform and/or any operating system.

Definitions

The following definitions apply only for the purposes of the specific terms under Section A of this BULA:

"License" refers to either a perpetual license or a subscription license.
"License Certificate" refers to the definition in the General Terms of this BULA.
"Managed Device" refers to any physical or virtual device that you control or own, on which the software can be executed, and where one or more operating system environments are directly controlled.
"Per Managed Device" refers to each licensed copy of the software that can be installed or accessed on a single Managed Device.
"User Credentials" refer to the access and usage permissions you establish for users to access and use the documents, software, and documentation under this BULA, which may include personal data.
"Virtualized Environment" refers to the hardware partition, blade server, or terminal server within your organization's internal network or virtual private network, controlled or owned by you, used for establishing, maintaining, and managing connections between Managed Devices; or any remote or cloud server (owned or otherwise by a third party) that possesses a secure dedicated physical or virtual space connected to the Managed Device.

License

Subject to your acceptance and compliance with the terms of this BULA, and upon payment of the applicable fees for each license as specified in the License Certificate based on the designated licensing metrics, we hereby grant you a limited, non-exclusive, non-sublicensable, non-transferable (unless otherwise provided under the General Terms) and revocable right to use the software during the term of your perpetual or subscription license, in accordance with the instructions in the documentation within the supported environment, under the general and specific terms of this BULA.

In terms of the aforementioned license, "Supported Environment" refers to the environment that we support for the software, currently listed in the documentation accompanying the software and/or further detailed in the product section for each software on the Leukocyte-Lab｜盧氪賽忒股份有限公司 (lkc-lab.com) website or any successor website under Section A.

Under the aforementioned license provisions, the license you acquire is for the use of the software (the License), not ownership of the software. The software may provide content including but not limited to attack testing programs, attack drill scripts, container image files, virtual machine image files, security advisory descriptions, security standard correspondence information, configuration files, etc., that are accompanying or updated to the product by our company (collectively referred to as "Attack Simulation Files"). The responsibilities and limitations associated with the software apply equally to the "Attack Simulation Files". We reserve the right to make no explicit warranties to you in this BULA.

Licensing Metrics

If you purchase licenses from us or our authorized distributors, your License Certificate will specify the applicable license grants and the number of Managed Devices for which you may use the software under the specific terms of this BULA. Licensing fees will be charged per Managed Device.

Virtualized Environment

Subject to the conditions set forth in this section, you may install the software in a Virtualized Environment to execute, use, or access the software and allow users to remotely access and use the software through Managed Devices in your organization. Your right to install the software in this manner is also subject to the software's ability to interoperate and execute with/in the required Virtualized Environment.

When the software is used by users through such Virtualized Environment, the number of uses must not exceed the upper limit of licenses purchased by you. You must obtain and designate one (1) subscription license for each Managed Device that is used, executed, or accessed through the Virtualized Environment, and one (1) subscription license for each Managed Device on which the software is installed.

Named Users

Users must access, execute, and use the software and documentation through the Virtualized Environment using the User Credentials you assign to them. You are responsible at all times for establishing and maintaining User Credentials and any devices used by users through the Virtualized Environment, and for protecting such credentials and devices against unauthorized use.

You are also responsible for backing up all data accessed or used through the Virtualized Environment, and you further agree that we shall not be liable for any loss related to lost, breached, or damaged data.

You shall not allow any User Credentials to be used by more than one individual user. You may reassign User Credentials completely to another user, in which case the original user shall no longer have the right to access or use the software and/or documentation. If you purchase multiple licenses for use by you and/or your users, you may only reassign the user license under one license to another user in the following circumstances, without violating local copyright laws:

- Your relationship with the original user has terminated; or
- Your relationship with your original user has moved to a non-licensed department within your legal entity.

We reserve the right to unilaterally terminate your and your users' access to the software and documentation if we believe that any account (or another customer's account) poses a security or privacy risk to: (a) the integrity of our network or software; (b) the rights, property, or safety of us, our users, or the public; or (c) if required by law to terminate.

Academic Edition

If you possess a license for a version of the software marked as Academic Edition, Home Edition, Home and Student Edition, Student and Teacher Edition, or Education Edition in the accompanying documentation, packaging, and/or website purchase or download pages (collectively referred to as "Academic Edition") within your jurisdiction and you are a commercial customer of a qualified institution, you may install and download the Academic Edition in accordance with the licensing metrics specified in your License Certificate. A"Qualified Institution" refers to a publicly or privately recognized organization at a single address whose primary purpose is to provide educational instruction, including services integrated with such purpose, and designated by us as a Qualified Institution. The institution must be a kindergarten, elementary school, middle school, vocational school, correspondence school, junior college, college, higher education institution, technical institute, university, or scientific or technical institution, officially recognized by the relevant ministry or Department of Education. Qualified Institutions include any governing body or organization that meets the aforementioned qualifications, such as educational boards, education commissions, local education authorities, Departments of Education, and district administrators, or hospitals wholly owned or affiliated with an educational institution. Please contact your local distributor and us to determine if you are a Qualified Institution and to learn more about our academic programs and products. Any questions regarding whether you are a Qualified Institution will be determined at our discretion.

Within the jurisdiction of the Qualified Institution, the Qualified Institution may be eligible to obtain an Academic Edition site license. A "Site License" refers to a subscription license that authorizes you to allow an unspecified number of academic users to access and use the software on multiple devices at different execution times and locations through the Virtualized Environment. You may also allow each academic user to install a copy of the Academic Edition on no more than one device, provided that such installation does not occur in any restricted jurisdiction. You must ensure that no academic user accesses, executes, and/or uses the software simultaneously from two or more devices at any point in time. If you or any of your academic users access, execute, or use the software simultaneously on two or more devices, the software may stop access from all devices. As per the above terms, an "Academic User" refers to a student enrolled in or staff, faculty, lecturer, teacher, principal, etc., employed, supervised, or directed by a Qualified Institution.

The Academic Edition software shall not be used for commercial or other for-profit purposes. Unless you or your user is a staff member or a student studying for a degree, diploma, or certificate, and you are a commercial customer of a Qualified Institution, you have no right to use the Academic Edition software. The Academic Edition may include works and other materials that may contain specific notices and restrictions making such materials unusable for purposes other than education (referred to as "Works"). If you or any user combines or links any data created using the Academic Edition software with any Works, such data may also be subject to these notices and restrictions. The fees for a site license may vary by jurisdiction and may be charged based on different ranges of the number of academic users or full-time staff numbers at the Qualified Institution.

Phase-Out of Software

We may partially or fully phase out/discontinue any software listed in Section A of this BULA by providing written notice (referred to as "Phase-Out Software"). If you have prepaid the subscription license or maintenance service fees for the software and we phase out before the expiration of your current subscription license or maintenance service period, we will make all reasonable efforts to transition you to similar software that is of a similar nature and currently being sold by our company. Regardless of any conflicting provisions in the Leukocyte-Lab terms, the subscription license or maintenance services for Phase-Out Software will not be renewed. If you have purchased a perpetual license for Phase-Out Software, you may continue to use the version of such Phase-Out Software indefinitely under the terms of this BULA, but we are under no obligation to provide any support services after the termination date of the software.

Update

This BULA was updated on September 12, 2025.