END USER LICENSE AGREEMENT - v3 - 2022.07.19 Please read this End User Licence Agreement ("EULA") carefully before downloading, installing or using any our software products. Please note clause 10 below where we limit our liability in respect of our software products. This EULA is a contract with between JGraph Limited, a company registered in England and Wales with company number 04051179 and whose registered office is at Artisans' House, 7 Queensbridge, Northampton, Northamptonshire, NN4 7BF ("JGraph"), and you, as either an individual, the company which you are employed by or other appropriate legal entity (“you”, “your”). By using the downloadable or browser versions of draw.io (“the Software”) you acknowledge that you have read this EULA, understand it and agree to be bound by its terms and conditions. If you do not agree to the terms of this EULA do not download, install or use the Software or our associated services. 1 Grant of Licence 1.1 Your permission to download, install and use the Software and the Documentation is limited to those rights expressly set out in this EULA. All other rights are reserved to JGraph. 1.2 This EULA applies to the versions of Software which may be: a. downloaded and installed to a Supported Device; and/or b. used in a Supported Browser. 1.3 The licence we grant you to use the Software is: a. worldwide; b. not transferable; c. non-exclusive; d. royalty-free; and e. personal to you. 1.4 You may: a. download, install and use the Software on Supported Devices which are owned or controlled by you; b. use the Software using a Supported Browser; and c. use the Software for your own internal business purposes and not further or otherwise. 1.5 This EULA also applies to Updates to the Software. 1.6 You are authorised to use the Software in accordance with the Documentation and not further or otherwise. 2 Restrictions on Use 2.1 You are not entitled to: a. loan, distribute, sublicense, rent or sell the Software, or make it available to any other person; b. modify, adapt, translate and/or create derivative works of the Software or any part of it other than in accordance with your statutory rights; c. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software; d. use the Software in an unprofessional, irresponsible, malicious or unlawful manner; and e. take any action or fail to take action, which could adversely affect the trade marks, trade secrets, copyrights and/or any other intellectual property rights of JGraph anywhere around the world. 2.2 If you are a consumer within the meaning of the Consumer Rights Act, you are not authorised to download, install or use the Software. 3 Associated Services 3.1 The Software does not transmit any Diagram or other data to any person, unless you choose to do so and expressly and deliberately initiate such action. 3.2 The Software facilitates access and use of extended functionality (“Associated Services”) which may include: a. conversion of Diagrams to PDF format; b. importing Diagrams and exporting Diagrams to file formats compatible with third party software. 4 Warranties 4.1 You warrant that you have the authority to enter into this EULA and perform the obligations set out in it. 4.2 You warrant that you will: a. use the most recent version of the Software made available by JGraph from time to time, and you will promptly apply each Update promptly when it is released; b. ensure that the Software is used on Supported Devices only; c. use the Software so as to be and remain compliant with all applicable laws, legal obligations or regulations including local laws in force in the country in which the Software is used; d. use the Software in a proper and lawful manner and not for any unlawful purpose or in connection with any unlawful purpose; e. make regular backups of Diagrams and regularly test that the backups are able to be reliably restored. 4.3 You acknowledge and accept that the Software: a. is not error-free and that errors in the Software will not constitute a breach of this EULA; b. has not been developed to meet your specific requirements. You will be responsible for ensuring that the Software is suitable to meet your requirements; and c. is made available to you on an “as is” basis without any warranty. You assume responsibility for the results of use of the Software and for the conclusions drawn from such use. 4.4 JGraph does not provide any warranty in respect of Associated Services. Without prejudice to the generality of the foregoing, no warranty is given that the Associated Services will: a. function or perform as you may expect, anticipate or may have previously experienced; b. be available for use when you wish to use them; c. produce any particular outcome or result; and/or d. continue to be available or remain available at any time in the future. 4.5 JGraph may withdraw and/or change the Associated Services at any time without notice to you. 5 Support Services 5.1 JGraph has no obligation to provide support services in respect of the Software under the terms of this EULA. 5.2 To assist you use the Software and make the most of the functionality available in it, user guides and documentation ("Documentation") are freely available to access at our web site, https://www.drawio.com/doc/, which provides a searchable FAQ. 5.3 JGraph may choose to provide you with assistance and support for the purpose of resolving issues you experience with the Software, provided you act reasonably and professionally at all times. The support channels presently in operation are: a. https://groups.google.com/forum/?pli=1#!forum/drawio; b. https://github.com/jgraph/drawio/discussions 5.4 JGraph will not provide support for any version of the Software save as to the most recent 2 releases. 5.5 Provision of support on one occasion should not be taken as a commitment by JGraph to continue to provide support or provide support in the future. JGraph may withdraw assistance and/or support at any time. 6 Intellectual Property Rights 6.1 The Software is licensed by JGraph to you and not purchased. 6.2 All Intellectual Property Rights in the Software are and will remain, as between the parties, the sole property of JGraph and its third party licensors. 6.3 Any Intellectual Property Rights in Diagrams created or licensed to you remain owned by you and/or your Third Party Licensors. You grant a licence to JGraph to use and modify content as reasonably required for the purposes of delivering the Services you choose to use as part of use of the Software. 6.4 To the extent that you are authorised to make copies of the Software or Documentation under this EULA, you will reproduce in and on all such copies any copyright and/or other proprietary rights notices provided in and on the Software. You shall not remove or allow removal of any copyright or other proprietary notice forming part of the Software or Documentation or take any other action which could adversely affect the property rights of JGraph and/or its Third Party Licensors. 6.5 You are strictly prohibited from using the name and trade marks of JGraph or any Third Party Licensor of JGraph. 6.6 You shall not obtain or claim any right, title or interest in or to the Intellectual Property Rights of JGraph and/or its Third Party Licensors except the permissions to use it which are specifically set out in this EULA. You hereby acknowledge and agree that all goodwill arising from use of the Software shall irrevocably accrue to JGraph. 7 Information Security 7.1 All Diagrams are stored at the location you choose in the user interface forming part of the Software. Those locations include your local IT environment and third party services. The terms of those services are not controlled by JGraph and you use those third party services at your own risk. Please check the terms upon which such third parties may use and treat your data carefully before use. JGraph does not accept any liability for the conduct or inaction on the part of any third party to this EULA. 7.2 The Software will initiate transfers of data forming part of the Diagrams (“Diagram Data”) to services supplied by third parties when you expressly request conversion of Diagrams: a. to another supported file format; and b. to PDF format. The Software will not transmit Data Diagram to any person other than the third party service provider to perform the tasks referred to in clause 3, and to you. The Diagram Data transmitted to third parties is irretrievably deleted within 24 hours of transmission. 7.3 You agree to use reasonable security measures and practices, and comply with any security advisories issued by JGraph from time to time when using the Software. 8 Termination 8.1 You may terminate this EULA at any time by (1) uninstalling or ceasing to use the Software, as the case may be, and (2) removing all copies of the Software from devices and storage media under your control. 8.2 This EULA will terminate automatically and immediately where: a. you uninstall and irretrievably delete all copies of the Software from devices owned or controlled by you; b. you breach any condition or term of this EULA, and you will no longer have permission to store, copy or use the Software. 8.3 JGraph may terminate this EULA and all permissions granted under it without notice to you for its own convenience, by using any means of communication to any place or address where you may receive messages or communications, whether in electronic form or otherwise. 8.4 Termination of this EULA will not affect either party’s accrued rights and liabilities. 9 Indemnification 9.1 You agree to indemnify, hold harmless and defend JGraph, its Third Party Licensors and their respective affiliates, officers, directors, shareholders, employees, authorised resellers, agents and other representatives from all claims, defence costs (including, but not limited to, reasonable legal fees), judgments, fines, settlements and other expenses arising from or connected with any claim that you or any person connected with you infringes the Intellectual Property Rights of any third party and/or unlawfully use the Software. 10 Liability 10.1 Except as expressly stated in this EULA and to the extent permissible by law, all terms, conditions, warranties, undertakings and representations implied by statute, custom, trade usage or otherwise are hereby wholly and expressly excluded. 10.2 Nothing in the EULA shall limit or exclude JGraph’s liability for death or personal injury resulting from its own negligence, fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or limited by law. 10.3 The following provisions set out the entire financial liability of JGraph including without limitation any liability for the acts or omissions of its directors, officers, employees, agents and contractors in respect of: a. any breach of this EULA howsoever arising; b. any loss or damage suffered by you connected with use of the Software and/or any part of it; and c. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence), and/or breach of statutory duty arising under or in connection with this EULA. 10.4 JGraph will not be liable to you in respect of any loss or corruption of any data, database or software, howsoever caused, in any circumstances. 10.5 JGraph shall not be liable to you or any person associated with you for (whether direct or indirect) loss of profits, loss of business, loss of revenue, business interruption, loss of anticipated savings, loss of opportunity, corruption of data, increased and/or wasted expenditure, loss of goodwill or reputation, loss of commercial opportunity, and/or any other loss or damage incurred by you in connection with any act or omission on your part or that of your consultants or agents, whether or not the losses were (a) foreseeable at any time, and/or (b) caused by any breach of this EULA by JGraph. 10.6 Storage and ability to load and/or recover Diagrams from your storage media is solely your responsibility. JGraph shall not be liable for any loss arising from or connected with your failure to keep and maintain reliable backups of your Diagrams and/or any third party’s Diagrams. 10.7 In no event shall JGraph have any liability to you or any third party for any indirect, special or consequential loss or damage. 10.8 In respect of any other losses, JGraph’s maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £50. 11 General 11.1 JGraph shall be entitled to assign and/or novate any part of this EULA to any third party in its sole discretion. 11.2 This EULA is the sole and exclusive agreement between the parties concerning its subject matter and supersedes any and all prior oral or written agreements, negotiations, or other dealings between the parties concerning such subject matter. You acknowledge that you have not relied upon any statement, representation or collateral warranty not recorded in this EULA prior to entering into it. 11.3 The failure of either party to enforce any rights granted under this EULA or to take action against the other party in the event of any breach shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If JGraph fails to insist that you perform any obligation under this EULA, or delays in doing so, that will not mean that JGraph has waived its rights. 11.4 JGraph may use any email address provided by you or social media platform to serve notices and correspondence in connection with this EULA. You may serve notices at the registered office of JGraph. 11.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this EULA. 12 Law and Jurisdiction This EULA and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts. 13 Definitions Diagrams diagrams created, editable and/or compatible with the Software, such that they and able to be loaded and saved using the Software in the manner in which the Software was designed Intellectual Property Rights patents, copyright and related rights, trade marks, trade names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world Third Party Licensor a licensor of the Intellectual Property Rights to the named party Service Terms the terms upon which we make extended functionality to the Software available for use by you Supported Device an electronic device capable of executing an up to date and fully patched version of the operating systems listed at https://get.draw.io Supported Browser the list of supported browsers and versions listed at https://github.com/jgraph/drawio, as updated from time to time Update an update, enhancement, improvement or patch to the Software made available by JGraph END