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DataLocker Product Sales and End User License Agreement

Version: June 2026

This End User License Agreement (“EULA”) is a binding contract between DataLocker Inc. (“DataLocker”) and the individual or entity that accepts it (“Customer” or “you”). It governs all DataLocker hardware products, software, hosted services, and support services (collectively, “Products and Services”).

By clicking “I Agree,” you confirm you are 18 or older and authorized to bind yourself or your organization to these terms. The current EULA is always available at datalocker.com/eula

1. LICENSE AND AUTHORIZED USE

1.1 Authorized Use

You may use DataLocker Products and Services only for lawful data storage and security purposes. You may not:

  • Disassemble, decompile, or reverse engineer any DataLocker product or software
  • Sublicense, transfer, or redistribute DataLocker products, software, or services
  • Copy, modify, or create derivative works except as expressly permitted below
  • Use Products and Services to conduct illegal activity or violate any contractual obligation

1.2 License Grant

DataLocker grants you a non-exclusive, non-transferable, revocable license to use the software solely for its intended purpose:

  • Individual users: use on the specific DataLocker device purchased
  • Enterprise users (Hosted Service): management of DataLocker devices via the hosted platform
  • Enterprise entities: right to deploy one copy of software per end user device

This license may not be transferred or assigned. All rights not expressly granted are reserved by DataLocker.

1.3 Security Data

Security of the DataLocker platform is a shared responsibility. DataLocker is responsible for securing the platform, hardware, and hosted services against known vulnerabilities. You are responsible for maintaining the confidentiality of your Security Data (passwords, PINs, and credentials) and controlling access to authorized users only.

DataLocker will not be liable for unauthorized access or data loss that results directly from your failure to protect Security Data. If you have reason to believe your Security Data has been compromised, you must promptly notify DataLocker and all affected parties.

1.4 Privacy

DataLocker’s collection and use of personal information is governed by the DataLocker Privacy Policy at datalocker.com/privacy.

1.5 License Count Compliance and Audit Rights (SafeConsole On-Premises Customers Only)

This section applies solely to SafeConsole On-Premises license holders. You must not deploy the software to more devices than the number of licenses purchased. DataLocker may audit your deployment once per calendar year with ten (10) days’ written notice, during normal business hours.

If an audit reveals devices running the software in excess of purchased licenses:

  • You must purchase licenses for all devices found to be running the software beyond your licensed count and pay prorated license fees for such excess usage, calculated from the date of the most recent license purchase, renewal, or prior audit, whichever is later. A surcharge equal to twenty percent (20%) of the prorated license fees shall also apply.

2. TERM AND TERMINATION

2.1 Termination by Customer

You may terminate this EULA at any time by uninstalling all software and ceasing use of DataLocker Products and Services.

2.2 Termination by DataLocker

DataLocker may terminate or suspend access immediately for legal requirement, confirmed Security Data compromise, or EOL notice. For curable breaches and non-payment, DataLocker will provide five (5) business days’ written notice to cure before terminating:

  • Material breach of this EULA (incurable breaches terminate immediately)
  • Non-payment of required fees
  • Legal or regulatory requirement
  • Confirmed or suspected Security Data compromise
  • Issuance of an End of Life (EOL) notice for the applicable Product or Service

For service-only suspensions unrelated to the above, DataLocker will issue a pro-rata refund or provide a comparable substitute.

2.3 Survival

Provisions related to intellectual property, warranty disclaimers, liability limitations, indemnification, and general terms survive termination.

2.4 Subscription Auto-Renewal

Subscriptions (including Hosted Service, support, and maintenance) auto-renew for equal successive terms unless either party provides written non-renewal notice at least 90 days before the current term expires. Renewal pricing is DataLocker’s then-current list price unless otherwise agreed in writing. Where renewal pricing represents an increase of more than 10% over the prior term, DataLocker will provide at least 90 days’ written notice of such increase prior to the start of the renewal term.

2.5 Suspended Account Retention

Suspended accounts and associated data are retained for 12 months. If not reinstated within that period, the account and data are permanently deleted. Reinstatement is subject to DataLocker’s discretion and may require a reinstatement fee of up to 20% applied to the lapsed period.

3. WARRANTIES AND DISCLAIMERS

3.1 No Guarantee of Uninterrupted Operation

DataLocker Products are not warranted to operate without failure. Do not use DataLocker Products as the sole safeguard in systems where failure could cause injury, loss of life, or critical data loss without appropriate redundancy. If you elect to do so, you assume all associated risk.

Full warranty terms: datalocker.com/warranty | returns@DataLocker.com

3.2 Disclaimer of Warranties

EXCEPT AS EXPLICITLY STATED, DATALOCKER PRODUCTS, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND — EXPRESS, IMPLIED, OR STATUTORY — INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DATALOCKER DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE OPERATION. WHERE APPLICABLE LAW PROHIBITS EXCLUSION OF IMPLIED WARRANTIES, SUCH WARRANTIES ARE LIMITED TO ONE (1) YEAR FROM DATE OF PURCHASE.

3.3 Warranty for Full Product Details

Complete warranty terms, regional variations, and product-specific coverage details are available at datalocker.com/warranty or by contacting returns@DataLocker.com.

4. LIMITATION OF LIABILITY

4.1 Exclusion of Consequential Damages

DATALOCKER AND ITS INDEMNITEES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF DATA, PROFITS, OR GOODWILL — ARISING FROM USE OR INABILITY TO USE DATALOCKER PRODUCTS, SOFTWARE, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 Aggregate Liability Cap

DATALOCKER’S TOTAL AGGREGATE LIABILITY UNDER THIS EULA SHALL NOT EXCEED: (I) FOR COMMERCIAL CUSTOMERS, THE TOTAL FEES PAID BY CUSTOMER TO DATALOCKER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FOR U.S. GOVERNMENT CUSTOMERS, THE AMOUNT SPECIFIED IN THE APPLICABLE GOVERNMENT CONTRACT OR ORDER. IN NO CASE SHALL DATALOCKER’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

4.3 Third-Party and Infrastructure Failures

DATALOCKER IS NOT LIABLE FOR FAILURES OR LOSSES CAUSED BY THIRD-PARTY HARDWARE, SOFTWARE, INTERNET SERVICE PROVIDERS, OR OTHER EXTERNAL FACTORS OUTSIDE DATALOCKER’S CONTROL.

4.4 End of Life Products

DATALOCKER IS NOT LIABLE FOR DEGRADATION, FAILURE, OR SECURITY INCIDENTS RESULTING FROM CONTINUED USE OF PRODUCTS PAST THEIR EOL DATE. NO REFUNDS ARE ISSUED FOR PRODUCTS OR SERVICES PAST EOL.

4.5 Claim Limitations

Claims against DataLocker must be initiated within twelve (12) months of when the cause of action arises. DataLocker’s licensors bear no liability under this agreement.

5. INDEMNIFICATION

5.1 Customer Indemnification

You agree to indemnify and hold harmless DataLocker and its indemnitees from any third-party claims, losses, or costs (including reasonable attorneys’ fees) arising from:

  • Your breach of this EULA or any applicable law
  • Misuse, misappropriation, or infringement by content or data you submit
  • Unauthorized use of your account or Security Data by any permitted third party
  • Disputes between you and any third party related to DataLocker Products or Services
  • Loss of personal or proprietary data caused by your acts or omissions

DataLocker reserves the right to assume exclusive control of any indemnified matter at its own expense. You may not settle any claim on DataLocker’s behalf without prior written consent.

5.2 DataLocker Indemnification

DataLocker agrees to indemnify and hold harmless Customer and its officers, directors, and employees from any third-party claims, losses, or costs (including reasonable attorneys’ fees) alleging that a DataLocker Product or Service, as delivered, infringes any third-party patent, copyright, trademark, or trade secret. This obligation does not apply where the alleged infringement arises from: (i) modification of the Product or Service by Customer; (ii) combination with third-party products not provided by DataLocker; or (iii) use of the Product or Service outside the scope of this EULA. DataLocker reserves the right to, at its option, procure the right for Customer to continue using the affected Product or Service, replace or modify it to be non-infringing, or terminate the applicable license and issue a pro-rata refund.

6. GENERAL PROVISIONS

6.1 Confidentiality

You may not disclose confidential information received from DataLocker to third parties without prior written consent, except as required by law or court order — in which case you must make reasonable efforts to obtain a protective order.

6.2 Modifications to This EULA

DataLocker may update this EULA at any time. Updated terms are posted at datalocker.com/eula. Continued use of DataLocker Products and Services constitutes acceptance of revised terms.

6.3 Dispute Resolution and Governing Law

Disputes arising under this EULA shall be resolved by binding arbitration in Overland Park, KS, USA under American Arbitration Association rules. Key terms:

  • One (1) mutually agreed arbitrator
  • Arbitration costs split equally; each party bears its own legal fees
  • No punitive or exemplary damages may be awarded
  • Arbitration decision is final, written, and enforceable in any court of competent jurisdiction
  • By mutual written agreement, arbitration may be conducted remotely via videoconference or other virtual means in lieu of in-person proceedings in Overland Park, KS

This EULA is governed by the laws of Kansas. Venue for any court proceedings is the Kansas state or U.S. federal courts in Overland Park, KS. Parties may seek provisional remedies from a court pending arbitration.

6.4 Assignment

DataLocker may assign its rights and obligations under this EULA without restriction. You may not assign or transfer your rights without DataLocker’s prior written consent.

6.5 Intellectual Property

All DataLocker Products, Software, Services, trademarks, and associated intellectual property remain the exclusive property of DataLocker or its licensors. No license or right to DataLocker’s intellectual property is granted by implication. You may not copy, alter, or use DataLocker trademarks without express written permission.

6.6 Entire Agreement

This EULA, together with any applicable DataLocker order form, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements on the same subject matter. If any provision is found invalid, remaining provisions remain in full effect.

6.7 Force Majeure

DataLocker is not liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, government actions, or infrastructure outages.

6.8 U.S. Government Licensees

DataLocker Products and Software constitute “Restricted Computer Software” and “Commercial Computer Software” as defined under FAR 52.227-19 and DFARS 252.227-7013. Government rights are limited to:

  • Department of War: “restricted rights” as defined under DFARS 252.227-7013(c)(1)
  • All other U.S. Government agencies: rights as defined under FAR 52.227-19(c)(2)

6.9 Export Controls

DataLocker Products, Software, and Services are subject to U.S. Export Administration Regulations (EAR). You represent that:

  • You are not a citizen, national, or resident of, nor controlled by, any country subject to U.S. export restrictions
  • You are not on the U.S. Treasury SDN List or Commerce Department Denied Persons/Entity List
  • You will not permit use of DataLocker Products for any purpose prohibited by applicable export law

You may not export DataLocker Products, Software, or Services — directly or indirectly — without first obtaining written approval from DataLocker and any required export license from the U.S. Department of Commerce.

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