Effective Date: 01/01/2026

This Software Licence Agreement (“Agreement”) governs the licensing and use of PopAlert® software provided by A-Squared (A2) Ltd (“Company”, “we”, “our”, or “us”) to the purchasing organisation (“Customer”). A-Squared (A2) Ltd is a company registered in England and Wales under company number 16482580, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX. By installing, accessing, or using PopAlert®, the Customer agrees to be bound by the terms of this Agreement.

Subject to payment of all applicable fees and compliance with this Agreement, A-Squared (A2) Ltd grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use PopAlert® solely for the Customer’s internal organisational purposes and only on the number of authorised devices specified in the applicable purchase agreement. The licence is granted for the agreed licence term and remains conditional upon valid licence status at all times.

PopAlert® is a registered trademark of A-Squared (A2) Ltd. All associated software, system architecture, source code, configuration logic, documentation, alert structures, user interfaces, and deployment methodologies remain the exclusive intellectual property of A-Squared (A2) Ltd. Certain elements of the PopAlert® system may be protected by patent rights, including pending patent applications. This Agreement grants rights of use only and does not transfer ownership of the software or any intellectual property rights. The Customer shall not copy, modify, reverse engineer, decompile, distribute, lease, resell, or otherwise exploit the software without prior written consent.

PopAlert® requires periodic secure licence validation via outbound internet connection from the designated control unit. The system must successfully validate its licence at least once within every five (5) consecutive day period. If licence validation does not occur within this five-day period, the software may automatically suspend or restrict functionality until successful validation is completed. The Customer acknowledges that licence validation is a fundamental condition of continued software use and is responsible for ensuring that the control unit maintains adequate outbound connectivity for validation purposes. Suspension resulting from failed validation shall not constitute a breach of this Agreement by A-Squared (A2) Ltd.

The licence remains conditional upon timely payment of all agreed fees. A-Squared (A2) Ltd reserves the right to suspend, revoke, or restrict the licence where payment is overdue, incomplete, or otherwise in breach of agreed commercial terms. In such circumstances, system functionality may be limited or disabled until outstanding amounts are settled or contractual breaches remedied. Reactivation of the licence is subject to resolution of such matters.

The Customer is responsible for ensuring appropriate network configuration, system resilience, and reliable power supply, including the use of uninterruptible power supplies where appropriate. The Customer is further responsible for conducting regular system testing, training authorised personnel, and maintaining and rehearsing internal emergency procedures. PopAlert® is designed to support structured emergency communication and incident management but does not replace statutory fire alarm systems, evacuation systems, life-safety systems, or any legally required safety infrastructure. Ultimate responsibility for site safety, compliance, and emergency management remains with the Customer.

Where PopAlert® integrates with third-party hardware or software systems, A-Squared (A2) Ltd shall not be responsible for failures, downtime, misconfiguration, or performance limitations arising from such third-party systems. The Customer is responsible for ensuring compatibility and proper maintenance of integrated systems.

Support and software updates shall be provided in accordance with the applicable maintenance or support agreement. A-Squared (A2) Ltd may release updates, patches, or enhancements to improve performance, security, or compliance. Failure to implement recommended updates may affect system functionality or security posture.

To the fullest extent permitted by law, A-Squared (A2) Ltd shall not be liable for any indirect, incidental, consequential, or economic loss arising from the use or inability to use the software, including but not limited to loss of revenue, loss of business, loss of data, or business interruption. Total aggregate liability under this Agreement shall not exceed the licence fees paid by the Customer within the twelve (12) months preceding the claim. Nothing in this Agreement excludes liability for death or personal injury caused by negligence or any liability which cannot lawfully be excluded under English law.

This Agreement shall terminate automatically if the Customer fails to maintain valid licensing, fails to make required payments, or materially breaches the terms of this Agreement. Upon termination, the Customer must immediately cease use of the software and remove all installed copies.

A-Squared (A2) Ltd shall not be liable for delay or failure to perform obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to power outages, network failures, acts of government, natural disasters, or third-party service disruptions.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.