End User License Agreement

Version: July 28, 2026

This End User License Agreement (“Agreement”) applies to, and governs, access to and use of the Product (defined below).

CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING A PRODUCT OR ACTIVATING THE PRODUCT LICENSE, WHICHEVER IS EARLIER.

This Agreement also applies to, and governs, the executed Order Form (defined below), and this Agreement is hereby incorporated by reference into, and made a part of, such Order Form.

The Agreement constitutes a binding agreement between Cyolo Security Ltd. (or, if applicable, the other Cyolo Security entity specified in the Order Form) ("Cyolo"), and the customer specified in the Order Form or the Product registration page, as the case may be ("Customer"). If an individual is submitting an Order Form, or otherwise subscribing to the Product, using an organization's email address, such organization shall be deemed the Customer.

Cyolo and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".

If Customer has purchased its Product subscription through a Channel Partner (defined below), Customer's payment obligations under Section 6 (Fees and Payment) shall not apply. In such cases: (a) Cyolo will only be obligated to provide the Product to Customer if Cyolo and the Channel Partner have executed a purchase order (or similar ordering document, whether online or offline) for such purchase; (b) Cyolo may share information with the Channel Partner related to Customer’s use and consumption of the Product, including as reasonably necessary to enable the Channel Partner to provide support or support-related services to Customer; (c) Cyolo shall be entitled to withhold or otherwise suspend Customer's access to the Product if Cyolo has not been paid by the Channel Partner; (d) this Agreement governs Customer’s access to and use of the Product, notwithstanding anything to the contrary in Customer's agreement with the Channel Partner; (e) Customer's order details will be as stated in a purchase order (or similar ordering document) entered into between Cyolo and the Channel Partner on Customer's behalf, and the Channel Partner is responsible for the accuracy and completeness of any such purchase order (or ordering document); and (f) the Channel Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Cyolo or in any way concerning the Product.

1. DEFINITIONS

“Affiliate” means, with respect to a specified entity, any other entity that controls, is controlled by, or is under common control with such specified entity, where “control” means the ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct the management and policies of such entity, whether through ownership, by contract, or otherwise.

“Channel Partner” means any distributor, reseller, or similar channel partner (such as a marketplace platform provider) authorized by Cyolo or its Affiliate to sell Product subscriptions.

“Client Plug-in” means any client- or device-side application or plug-in which Cyolo or its Affiliate makes generally publicly available without charge for interacting with the Product. The term “Client Plug-in” shall also include any Documentation for the Client Plug-in and any Updates of the same Client Plug-in product provided to Customer (or Users) under this Agreement.

“Content” means any text, data, information, reports, files, images, graphics, software code, or other content.

“Contractor” means any third party employed by Customer to perform services on behalf of Customer.

“Customer Data” means any Content of the Customer inputted into the Products. Customer Content includes, when applicable, Personal Data.

"Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data, including, where applicable, the EU General Data Protection Regulation (GDPR) 2016/679, the California Consumer Privacy Act (CCPA), and the Israeli Protection of Privacy Law, 5741-1981.

“Documentation” means (a) the documentation generally made available to Customer by Cyolo that accompanies the Product, and (b) the Technical Specifications.

“Effective Date” means the date the Order Form is executed by the Parties (or, if the Customer issues a purchase order that references the applicable Order Form ID in lieu of signing the Order Form, the date Cyolo accepts such purchase order), unless the applicable Order Form itself specifies a different effective date; provided, however, that if, in connection with such Order Form, the date on which the Customer first accessed or used the Product was prior to such execution or acceptance, then the Effective Date shall be deemed to be such earlier date.

“License” means the subscription-based right granted to Customer under this Agreement to permit a User to access and use the Products (including the Software) during the applicable Subscription Term, as specified in the applicable Order Form.

“License Scope” means any Product-related usage or consumption limitations, entitlements, and parameters (for example, number of Users, available features and functionalities, etc.) specified in the Order Form.

“Order Form” means the ordering document (which attaches, hyperlinks to, or otherwise incorporates by reference, this Agreement) entered into between the Parties, which, inter alia, specifies the Product (including the Subscription Term and the License start date) and any Services purchased by Customer. The Order Form may take the form of: (a) a written document (such as an Order Form, Sales Order, Proposal, or Quote) that is mutually signed by the Parties, or that is issued by Cyolo and expressly referenced by ID number in a purchase order issued by Customer and accepted by Cyolo; and/or (b) an online or electronic order submitted by Customer via Cyolo's website (or other online functionality operated or authorized by Cyolo) and accepted by Cyolo. Where Customer has purchased its Subscription from a Channel Partner, the applicable “Order Form” shall be deemed the applicable purchase order (or other ordering document, whether online or offline) entered into between Customer and Channel Partner.

“Personal Data” means any information relating to an identified or identifiable natural person, as defined by applicable Data Protection Laws.

“Professional Services” means Product-related installation, consulting, deployment, configuration, training, customization, integration, or other professional services.

“Product” means the applicable product specified on the Order Form, as well as the relevant Client Plug-in. The term “Product” shall also be deemed to include any Software and Documentation for the Product provided to Customer under this Agreement.

“Product Content” means any Content (excluding Customer Data) appearing on or in, or otherwise provided or made available via, the Service (such as reports and summaries generated by the Service and provided to Customer). Unless the context requires otherwise, references herein to the "Product" shall be deemed to include the Product Content.

“Services” means the applicable training, Support, Professional Services or other services specified on the applicable Order Form or in an SOW. 

“Software” means any software components of the software platform licensed by Customer pursuant to this Agreement and identified as part of the Product on the applicable Order Form. All Software is licensed (not sold) and purchased on a Subscription basis, subject to the terms and conditions of this Agreement.

“Subscription” means the right of Customer to receive or access the applicable Product and to receive Support during the Subscription Term.  

“Subscription Term” is defined in Section 2 (Subscription Term and Renewals). 

“Support” means end user technical support and maintenance for the Products provided to Customer during the Subscription Term, whether by Cyolo, by an applicable Channel Partner, or by both, as further set forth in Section 9 (Support and Professional Services), the applicable Order Form, and Cyolo’s then-current support and service level terms available at https://cyolo.io/sla, as may be updated by Cyolo from time to time.

“Technical Specifications” means the then-current technical specifications applicable to the Cyolo hosted solution as available at the following link: https://docs.cyolo.io/docs/prerequisites-environment-check, as may be updated by Cyolo from time to time.

“Third-Party Software” is defined in Section 14.13 (Third Party Code).

“Updates” means generally commercially released code corrections, patches, updates, new releases, modifications or enhancements to the Product. Updates do not include separate or different products marketed by Cyolo under a different name even if such products are compatible with the Product.  

“Users” means the Customer’s end users of the Products.

2. SUBSCRIPTION TERM AND RENEWALS

The term of each Subscription ("Subscription Term") shall be specified in the applicable Order Form, but in no event less than twelve (12) months, commencing on the Subscription’s start date specified in such Order Form. Each Subscription is non-cancelable and non-refundable for the duration of the Subscription Term. If no Subscription start date is specified on the applicable Order Form, the Subscription’s start date shall be the Effective Date. Unless terminated earlier in accordance with Section 7 (Term and Termination), each Subscription Term will automatically renew upon expiration of the initial Subscription Term for additional successive one (1) year terms unless either Party gives the other prior written notice of non-renewal at least thirty (30) days prior to expiration of the then-current Subscription Term. At the commencement of each Subscription Term renewal, Cyolo shall be entitled to invoice Customer for the applicable Fees therefor. Cyolo shall be entitled from time to time, and by written notice, to increase the Fees under the Order Form; provided, however, that the updated Fees shall only apply to the next Subscription Term renewal.

3. PRODUCTS

3.1.   Access to Products. During the Subscription Term, Customer may access and use the Products solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation, and any additional scope of use restrictions designated on the applicable Order Form. The Product and Services may only be directly used by the number of Users purchased by Customer who are (i) employees of Customer or (ii) Affiliates or Contractors (in accordance with Section 3.3 below). Use of and access to Products is permitted only by the number and types of Users specified on the applicable Order Form. Customer shall be responsible for any and all actions taken using Customer’s (including Users’) accounts, for ensuring that all Users comply with the terms of this Agreement, and for any applicable user IDs, passwords, or other authentication credentials provided by Cyolo. Customer shall immediately notify Cyolo if any User who has access to a user ID, password, or other authentication credentials is no longer permitted to access and use the Products on behalf of Customer. For the avoidance of doubt, the License is subject to the applicable License Scope, and Customer shall not use any technical or other means within, or external to, the Product to exceed or circumvent the License Scope.

3.2.   Additional Licenses. Customer may purchase additional Licenses during the Subscription Term. The fee for such additional Licenses shall be the then-current User rates, prorated for the remainder of the Subscription Term in effect at the time the additional Licenses are added.

3.3.   Contractors and Affiliates. Customer may permit its Contractors and Affiliates that are not competitors of Cyolo to serve as Users under this Agreement, provided that: (i) any such access to or use of the Products is solely for the internal business benefit of Customer or such Affiliate, and in all cases remains subject to, and does not expand, the License Scope or any rights granted under the applicable Order Form; (ii) Customer shall ensure that each such Contractor or Affiliate is bound by written obligations that are no less protective of Cyolo than the applicable terms, restrictions and limitations of this Agreement with respect to the Products; (iii) Cyolo shall have no obligation or liability of any kind whatsoever to any such Contractor or Affiliate; and (iv) Customer shall remain primarily responsible and liable for the compliance of each such Contractor, Affiliate and User with this Agreement, and any act or omission by any such Contractor, Affiliate or User in connection with this Agreement or the Products shall be deemed an act or omission of Customer. Use of the Products by Affiliates, Contractors and Customer, in the aggregate, must at all times remain within the License Scope and other restrictions set forth in the applicable Order Form, including without limitation the maximum permitted number of Users.

3.4.   Client Plug-in.

(a)   Access to Plug-Ins. In order to access the Product on certain computers and mobile devices, Users may be required to download and install a Client Plug-In. Certain Client Plug-Ins may be made available by Cyolo to Customer for direct distribution to Users, and others for certain devices may only be available for download through third-party app stores. Subject to the terms and conditions of this Agreement, Cyolo hereby grants Customer a limited, revocable, non-sublicensable right during the applicable Subscription Term to distribute to its Users the most current version of the Client Plug-In provided to Customer for distribution to Users.

(b)   Plug-In EULA. As part of the installation process (or otherwise as a condition of using such Client Plug-In), each User may be required to agree to the terms of Cyolo’s Client Plug-In end user license agreement (“Plug-In EULA”). With respect to Customer’s Users using such Client Plug-In under the authority of Customer, the terms of this Agreement will supersede any conflicting terms of any such Plug-In EULA. Customer is responsible for ensuring that all Customer’s Users comply with the terms of this Agreement. The Plug-In EULA will only be applicable to any User not under the authority of Customer and this Agreement.

3.5.   Pilots; Evaluation Products. 

(a)   Product Pilots. If agreed in an Order Form or otherwise made available by Cyolo, Customer may be permitted to access or use the Product on a pilot, proof-of-concept, trial, beta, early access, no-charge, or evaluation basis (each, a “Pilot Offering”). Each Pilot Offering is limited to the duration, features, functionalities, License Scope, and other parameters designated by Cyolo in its sole discretion or as otherwise specified in the applicable Order Form or written notice from Cyolo. Unless expressly stated otherwise by Cyolo in writing, Cyolo may add or remove features or functionalities of any Pilot Offering, suspend or terminate any Pilot Offering, and modify the scope or conditions of access to any Pilot Offering, at any time, with or without notice.

(b)   Evaluation of Beta Products. From time to time, Cyolo may permit Customer to try certain Product-related features or functionalities, whether new or existing, on a free trial, beta, pilot, proof-of-concept, preview, evaluation, or other no-charge basis (each, a “Beta Product”). Unless otherwise specified by Cyolo in writing or in the applicable Order Form, the default evaluation period for a Beta Product will be thirty (30) days (the “Evaluation Period”). Cyolo may terminate any Evaluation Period at any time, with or without notice.

(c)   General. For the avoidance of doubt, all restrictions, limitations, disclaimers, exclusions, and reservation-of-rights provisions under this Agreement, including without limitation the Usage Restrictions and any applicable License Scope limitations, apply to all Pilot Offerings and Beta Products. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL PILOT OFFERINGS AND BETA PRODUCTS ARE PROVIDED SOLELY FOR CUSTOMER’S INTERNAL EVALUATION PURPOSES, AND NOT FOR PRODUCTION USE, AND CYOLO SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER WITH RESPECT TO ANY PILOT OFFERING OR BETA PRODUCT, EXCEPT TO THE EXTENT SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PILOT OFFERINGS AND BETA PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, SUPPORT, SERVICE LEVEL COMMITMENT, INDEMNITY, OR OTHER OBLIGATION OF ANY KIND. IF APPLICABLE LAW DOES NOT PERMIT THE COMPLETE EXCLUSION OF LIABILITY FOR A PILOT OFFERING OR BETA PRODUCT, CYOLO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO SUCH PILOT OFFERING OR BETA PRODUCT SHALL NOT EXCEED TEN UNITED STATES DOLLARS (US$10).

4. CUSTOMER DATA AND TRACKING

4.1.   General. Customer shall ensure that its use of the Products and all Customer Data complies at all times with Customer’s privacy policies and all applicable local, state, federal, and international laws, rules, regulations, and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer represents and warrants to Cyolo that Customer has sufficient rights in the Customer Data to grant the rights granted to Cyolo in Section 4.2 (Rights in Customer Data) and that the Customer Data does not infringe, misappropriate, or violate the rights of any third party.

4.2.   Rights in Customer Data. As between the Parties, Customer shall retain exclusive ownership of the Customer Data as provided to Cyolo. Subject to the terms of this Agreement, Customer hereby grants to Cyolo and its Affiliates a non-exclusive, royalty-free, worldwide, fully paid-up, sublicensable (though multiple tiers, including without limitation to Cyolo's subcontractors, hosting providers, and other third party service providers engaged in connection with the provision, support, maintenance, improvement, or operation of the Products and Services), irrevocable right and license, during the Subscription Term, to use, copy, store, transmit, distribute, disclose, modify, adapt, process, display, perform, create derivative works of, and otherwise exploit the Customer Data, in any media now known or hereafter developed,  solely to the extent reasonably necessary to provide, operate, support, maintain, secure, and monitor the Products and Services and/or otherwise perform under this Agreement.

4.3.   Data Storage and Processing of Personal Data. The Product is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Product for the storage of any Customer Data. Customer is solely responsible and liable for the maintenance and backup of all Customer Data. The Parties agree that, to the extent Customer Data contains Personal Data and Cyolo processes such Personal Data on behalf of Customer, the processing of such Personal Data shall be governed by Cyolo’s then-current Data Processing Addendum available at https://cyolo.io/DPA (“DPA”), unless the Parties mutually agree to and execute a different written data processing addendum to cover the Order Form in question; otherwise,  Customer shall execute, or cause to be executed, Cyolo’s DPA and deliver the executed version to Cyolo upon Cyolo’s request or where required for Cyolo’s processing of Personal Data on Customer’s behalf under this Agreement. Once executed, the DPA shall be deemed incorporated herein by reference and made a part of this Agreement.  

4.4.   Acceptable Use. Customer acknowledges and agrees that Cyolo and its suppliers have no control over any Customer Data and are not and will not be responsible or liable for any Customer Data.

4.5.   Customer's Personal Data Compliance. The Customer acknowledges the need to safeguard Personal Data which is either derived through the use of the Products or collected and provided by Cyolo or its suppliers. Cyolo shall at all times employ appropriate physical, technological, and administrative security measures and attempts to ensure they are applicable under the circumstances. Customer represents, warrants and undertakes, with respect to any Personal Data it may collect in the context of this Agreement:

(a)   Customer's Personal Data Compliance. The Customer acknowledges the need to safeguard Personal Data that is either derived through the use valid ,its of the Products or collected and provided by Cyolo or its suppliers. Cyolo shall at all times employ appropriate physical, technological, and administrative security measures and attempts to ensure they are applicable under the circumstances. Customer represents, warrants, and undertakes, with respect to any Personal Data it may collect in the context of: ta , Agreement

(b)   HIPAA Inapplicability. Customer is neither a ‘covered entity’ nor a ‘business associate’ as those terms are used in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Health Information Technology for Economic and Clinical Health Act of 2009, and the rules promulgated thereunder;

(c)   No Children Under 13 Data. Customer does not operate a website or online service that is directed to, and it does not knowingly collect information from, children under 13 years of age;

(d)   No Sensitive Government or Financial Identifiers. Customer Data collected by Customer from Users will not include identification or Social Security numbers, driver’s license numbers, other state-issued identification card numbers, financial account numbers, or credit or debit card numbers; and

(e)   No FCRA-Regulated Use or Status. Customer represents that it is not a “consumer reporting agency” and does not generate “consumer reports” as those terms are used in the U.S. Federal Fair Credit Reporting Act of 1970 (“FCRA”) and that it will not use any Personal Data collected in the performance of the Agreement, whether directly or indirectly, as a factor in establishing a person’s eligibility for credit, insurance, employment, or another FCRA-covered purpose.

4.6.   Reporting and Tracking.

(a)   Tracking. Customer acknowledges that certain features of the Products enable Customer to track the activity of a User who accesses or performs activities in connection with Customer’s assets, including without limitation the placement of timestamps, collection of IP addresses and geographic locations, and the tracking of users’ actions taken in connection with the Customer’s assets. Customer is solely responsible for ensuring that its use of these features of the Products is permitted and is otherwise in compliance with all applicable privacy laws, rules, and regulations, and for obtaining any required consents from the relevant Users.

(b)   Reporting. During the Subscription Term, Customer agrees that Cyolo may create reports from time to time for the purposes of providing (a)Usage support data, and (b) User license/true up data. To create such reports, Cyolo may run a reporting script, or create other report formats, as reasonably required, to generate reports summarizing Usage Data (defined below) such as the number of discrete Users of the Product and such other additional information that may be required for support. Customer expressly agrees to the execution of such scripts and reporting tools made available by Cyolo and shall cooperate in enabling such tracking and reporting to allow Cyolo to obtain accurate usage and licensing information. Unless otherwise agreed in writing, the aforementioned script and/or reporting will only include aggregated data and will not include or disclose any Customer Data.

4.7.   Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Cyolo, its Affiliates, and their suppliers from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to: (a) any Customer Data, (b) any action taken (or not taken) by Customer or any User based upon use of a Product, (c) any service or product offered by Customer in connection with or related to a Product, or (d) use of any Customer Trademarks (as defined below). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim from Cyolo (but in any event, notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; provided, however, that Cyolo may participate in such proceedings at its own expense; and (iii) all reasonable necessary cooperation of Cyolo at Customer’s expense. Customer shall not enter into any settlement without Cyolo’s prior consent if the settlement requires Cyolo to admit any liability or make any payment that is not reimbursed by Customer.

4.8.   Artificial Intelligence (AI) Features. Certain Products or Professional Services may include artificial intelligence features (“AI Features”) which are optional and will apply only if expressly ordered by Customer in the applicable Order Form (or otherwise enabled by mutual written agreement of Customer and Cyolo). If applicable, such AI Features will be governed by Cyolo’s then-current AI Features Addendum available at https://cyolo.io/AI-features ("AI Features Addendum"), unless the Parties mutually agree to and execute a different written addendum governing the AI Features for the Order Form in question; otherwise, Customer shall execute, or cause to be executed, Cyolo’s AI Features Addendum and deliver the executed version to Cyolo upon Cyolo’s request or where required for Customer’s use of the AI Features under this Agreement. Once executed, the AI Features Addendum shall be deemed incorporated herein by reference and made a part of this Agreement.

5. OWNERSHIP

5.1.   Cyolo Technology. This is a subscription agreement for use of Products and not an agreement for sale. Customer acknowledges that it is obtaining only a limited right to the Products and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement. Notwithstanding anything in this Agreement to the contrary, Cyolo (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to the following (collectively, "Cyolo Technology"): (a) the Product and all related and underlying technology and intellectual property, including without limitation the Software; (b) the Services; (c) the Product Content; (d) Cyolo's Confidential Information; (e) any Feedback (defined below); (f) Usage Data (defined below); and (g) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property (such as artificial intelligence or agentic AI agents, automations, workflows, prompts, configurations, and system instructions) conceived, authored, created, trained, configured, instantiated, or otherwise developed pursuant to this Agreement, in each case regardless of inventorship or authorship. To the extent any of the foregoing intellectual property rights do not automatically vest in Cyolo, Customer hereby irrevocably assigns (and shall assign) same to Cyolo (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Cyolo (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Cyolo's expense, to perfect such ownership rights.

This is a subscription agreement for use of Products,  and not an agreement for sale. Customer acknowledges that: (A) it is obtaining only a limited right to the Products and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement; and (B) the Product is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the Cyolo Technology used to provide such service.

5.2.   Usage Restrictions. As a condition to (and except as expressly permitted by) the License, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part) (collectively, the "Usage Restrictions"): (a) copy, create public Internet “links” to, "frame", or "mirror" any Cyolo Technology; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available any Cyolo Technology to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate any Cyolo Technology; (d) modify, adapt, translate, or create a derivative work of any Cyolo Technolo; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, any Cyolo Technology; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in any Cyolo Technology; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any Cyolo Technology; (h) use any Cyolo Technology to develop or build any service or product that is the same as (or substantially similar to), or otherwise competitive with, any Cyolo Technology; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt any Cyolo Technology, or use any robot, spider, scraper, or any other automated means to access any Cyolo Technology; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of Users or servers/machines that directly access or use any Cyolo Technology (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Data; (l) take any action that imposes or may impose (as determined in Cyolo's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support any Cyolo Technology, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use any Cyolo Technology in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Cyolo's prior express written approval) any the results of such activities or other performance data of any Cyolo Technology; (n) use any Cyolo Technology to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (o) use any Cyolo Technology, or incorporate any Cyolo Technology into, any product or service made available to a third party; and/or (p) use any Cyolo Technology for the purposes of engaging in any illegal activities, generating defamatory, harassing, abusive, or hateful Content, infringing or violation the property rights or personal rights of others, generating malware or spam, or impersonating others.

5.3.   Feedback. Customer may from time to time submit comments, information, questions, data, ideas, descriptions of processes, or other information to Cyolo (or, if applicable, to the Channel Partner) (“Feedback”). Cyolo shall exclusively own all Feedback. Accordingly, and for the avoidance of doubt, Cyolo may, in perpetuity, and without any obligation (including any royalty or other compensation obligation) or restriction of any kind whatsoever, use, copy, disclose, license, import, make, distribute, publicly perform and display, create derivative works of, and otherwise exploit any Feedback.

6. FEES AND PAYMENT           

6.1.   Fees. Customer agrees to pay Cyolo the fees and other charges set forth in the Order Form (the "Fees"). 

6.2.   Payment Terms. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in US Dollars; (b) billing cycles for the Subscription are on an annual basis; (c) Cyolo shall be entitled to invoice Customer for Fees in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears), and Customer shall pay each invoice within thirty (30) days of receipt of invoice; (d) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (e) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (f) Cyolo shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order Form and/or via a functionality of the Product. Moreover, Cyolo shall be entitled to charge Customer for all reasonable costs (including attorneys' fees, court costs, and collection agency fees) incurred by Cyolo in collecting any late payments or interest.

6.3.   Payment Dispute. If Customer believes that Cyolo has invoiced Customer incorrectly, Customer must contact Cyolo no later than seven (7) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.

6.4.   Taxes. Amounts payable under this Agreement do not include any applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"), except for taxes based upon Cyolo's net income. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cyolo has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to (and paid by) Customer, unless Customer provides Cyolo with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that Customer is required by any law applicable to it to withhold or deduct Taxes for any payment under this Agreement, then the amounts due to Cyolo shall be increased by the amount necessary so that Cyolo receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

6.5.   Reporting; Usage Audit. Cyolo may issue Subscription- and Fee-related reporting and billing notices via email to the applicable Customer contact email address specified in the Order Form, as well as via a functionality of the Product. Cyolo (or a third party it reasonably designates) shall, from time to time, be entitled to audit Customer's use of the Product (a "Usage Audit"), and Customer shall facilitate such Usage Audit by providing Cyolo and such third party with all access (including without limitation VPN access) reasonably requested by Cyolo (such as, for the purpose of calculating any Fees for overages).

6.6.   True-Up. If any of the monthly reports demonstrate that the cumulative number of unique individual Users accessing the Product exceeds the number of Licenses licensed by Customer by a number greater than or equal to five percent (5%), then Cyolo shall be entitled to invoice Customer for the additional Users (at the then-current License rates) for a Subscription Term to begin in the month during which the User commenced using the Product and expiring at the next annual anniversary. For purposes of clarification, if the monthly reports demonstrate that certain of Customer’s Users had previously discontinued using the Product for at least 90 days (e.g., their email address is no longer in the system), then Customer may assign these previously-assigned Licenses to other Users at no additional charge.

7. TERM AND TERMINATION

7.1.   Term. This Agreement is effective as of the Effective Date (as defined in the initial Order Form) and expires on the date of expiration or termination of the Subscription Term.

7.2.   Suspension of Service. If Cyolo does not receive the corresponding payment from the Channel Partner, then, in addition to any of its other rights or remedies, Cyolo reserves the right to suspend Customer’s access to the applicable Products (and any related Services) without liability to Customer until such amounts are paid in full.

7.3.   Termination for Cause. Either Party may terminate this Agreement if the other Party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (provided however, that Customer will not file any such notice until after the expiration of the fifteen (15) day Dispute resolution period specified in Section 15.3 (Governing Law; Dispute Resolution); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).  

7.4.   Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease any and all use of and access to Products (including any and all related Cyolo Technology), and, at Cyolo’s request, uninstall, permanently erase, and/or return all Software, Documentation and any other Cyolo Confidential Information in its possession. Customer acknowledges that following termination it shall have no further access to any Customer Data input into the Products, and that Cyolo may delete any Customer Data as may have been stored by Cyolo at any time. Except as otherwise expressly stated in this Agreement, termination of this Agreement is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.  

7.5.   Survival. The following Sections shall survive any expiration or termination of this Agreement: 1 (Definitions), 3.4 (General Restrictions), 3.5(b) (Client Plug-in) (last sentence only), 4.1 (General), 4.3 (Data Storage and Processing of Personal Data), 4.4 (Acceptable Use), 4.5 (Reporting and Tracking), 4.6 (Indemnification by Customer), 5 (Ownership), 6.1 (Fees and Payment), 7 (Term and Termination), 8.2 (Warranty Disclaimer), 9.3(c) (Update Disclaimer), 10 (Professional Services), 11 (Limitation of Remedies and Damages), 12 (Indemnification), 13 (Confidential Information), and 14 (General Terms).

8. LIMITED WARRANTY AND DISCLAIMER

8.1.      Performance Warranty. Cyolo warrants that, for Customer’s benefit only, during the Subscription Term (the “Warranty Period”) and on condition that Customer has complied with this Agreement (including Section 9.3 (Software Updates)), the Products will operate in substantial conformity with the applicable Documentation (the "Performance Warranty"). Customer shall notify Cyolo in writing of any claimed breach of the Performance Warranty promptly, and in any event within ten (10) days after Customer becomes aware (or should reasonably have become aware) of the breach, and shall provide such information and cooperation as Cyolo may reasonably request to verify and remedy the non-conformity. Cyolo’s sole liability (and Customer’s sole remedy) for any breach of the Performance Warranty shall be, in Cyolo’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide an error correction or workaround that corrects the reported non-conformity; or, if Cyolo determines in good faith that the foregoing remedies are impracticable within a reasonable period of time, to permit Customer to terminate the Subscription for the affected Product. The Performance Warranty shall not apply: (i) unless Customer provides notice of the breach and makes a claim within the Warranty Period and within the timeframe specified above; (ii) if the error or non-conformity was caused by or results from Customer's or any third party's misuse, negligence, unauthorized use, or unauthorized modifications (including any configuration or integration not authorized by Cyolo); (iii) any third-party hardware, software, content, or services used by Customer or any third party in connection with the Products; or (iv) Products or features provided on a no-charge, beta, pilot, early access, proof-of-concept, trial, or evaluation basis.

8.2         Warranty Disclaimer.  EXCEPT FOR THE PERFORMANCE WARRANTY IN SECTION 8.1 (PERFORMANCE WARRANTY), ALL PRODUCTS,SERVICES, DATA, REPORTS OR OUTPUT GENERATED BY THE PRODUCTS OR SERVICES, AND ANY RELATED CONTENT OR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF CYOLO (COLLECTIVELY, THE "CYOLO MATERIALS") ARE PROVIDED “AS IS" AND "AS AVAILABLE,". CYOLO DOES NOT WARRANT THAT CUSTOMER'S USE OF THE CYOLO MATERIALS WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, OR THAT THE PRODUCTS OR SERVICES WILL SUCCESSFULLY INTEROPERATE WITH ANY PRODUCT, SERVICES, OR TECHNOLOGY USED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THE PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT ALL SECURITY SOLUTIONS HAVE INHERENT LIMITATIONS AND THAT CYOLO WILL NOT BE LIABLE FOR ANY FAILURE OF SECURITY OR ENCRYPTION MEASURES OR FOR ANY UNAUTHORIZED INTERCEPTION, ACCESS, RECEIPT, DISCLOSURE, OR USE OF ANY CUSTOMER DATA, INCLUDING AS A RESULT OF CUSTOMER'S CONFIGURATIONS, ADMINISTRATION, ACCESS CONTROLS, OR CREDENTIAL MANAGEMENT.  CYOLOSHALL NOT BE LIABLE FOR ANY DELAYS, INTERRUPTIONS, DATA LOSS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, PUBLIC NETWORKS, CELLULAR NETWORKS, HOSTING PROVIDERS, OR ELECTRONIC COMMUNICATIONS, OR ARISING FROM DATA TRANSMISSION OR CONNECTIVITY ISSUES, OR FROM OTHER SYSTEMS OR SERVICES OUTSIDE THE REASONABLE CONTROL OF CYOLO, SUCH AS ANY FORCE MAJEURE EVENT.

NEITHER CYOLO, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR LICENSORS MAKES ANY OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT OR POSSESSION, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, OR RELATING TO RESULTS, AVAILABILITY, OR THE CAPABILITY OF THE PRODUCTS OR SERVICES TO SECURE, PROTECT, OR PRESERVE CUSTOMER DATA, OR THAT OTHERWISE ARISE FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CYOLO DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION REGARDING (A) THE EFFECTIVENESS, ACCURACY, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF THE CYOLO MATERIALS; OR (B) THAT CUSTOMER'S USE OF THE CYOLO MATERIALS WILL MEET CUSTOMER'S NEEDS. CUSTOMER MAY HAVE CERTAIN STATUTORY RIGHTS THAT CANNOT BE DISCLAIMED; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF ANY STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MINIMUM PERIOD REQUIRED BY APPLICABLE LAW, AND ALL OTHER RIGHTS OR REMEDIES (IF ANY) ARE HEREBY EXCLUDED.

9. SUPPORT AND PROFESSIONAL SERVICES

9.1    Support. During the applicable Subscription Term, Support for the Product shall be provided in accordance with the applicable Order Form. Support may be provided by Cyolo, by an applicable Channel Partner, or jointly by Cyolo and the applicable Channel Partner (for example, where the Channel Partner provides Level 1 support and Cyolo provides higher-tier escalation support). If a Channel Partner provides any portion of the Support, such Channel Partner shall be solely responsible for the timeliness, quality, and other aspects of its Support performance. Unless otherwise specified in the applicable Order Form, Cyolo’s support obligations shall be governed by Cyolo’s then-current support and service level terms available at https://cyolo.io/sla, as may be updated by Cyolo from time to time (the "Support Terms”). If specified on the applicable Order Form, and subject to Customer paying the applicable additional fees set forth therein, Support will include the applicable premium support level described in the Support Terms.    

9.2    Professional Services. Cyolo may provide Professional Services separately purchased by the Customer pursuant to a Statement of Work (“SOW”) executed by both parties, which shall describe the work to be performed, the applicable fees, and any milestones, dependencies, technical specifications, or other related information. For the avoidance of doubt, Cyolo shall retain all rights, title, and interest in and to any work product, code, or software, as well as any derivatives, improvements, or modifications thereof/to, created by or on behalf of Cyolo as part of the Professional Services.

9.3    General. Services will, in Cyolo's sole discretion, be performed by Cyolo and/or its Affiliates (as well as, if applicable, the Channel Partner) and are provided for the benefit of Customer only. Customer shall fully cooperate with Cyolo, and, where applicable, the Channel Partner, and shall make available to Cyolo and/or the applicable Channel Partner all relevant systems, assets, personnel, and resources (including without limitation any system or device running the Client Plug-Ins), in connection with the provision of Services. Cyolo may subcontract Services (in whole or in part) to a third party contractor, and without derogating from Cyolo's liabilities towards the Customer under this Agreement, if such contractor has access to Customer systems, data, or facilities in connection with the Services, Cyolo will bind such contractor to confidentiality obligations substantially similar to those set forth herein. Unless expressly agreed otherwise in writing, Services shall be carried out remotely, and any physical attendance at Customer's offices or other locations requested by Customer, if agreed to by Cyolo (for example, in an SOW), shall be charged at Cyolo's then-current rates, and Cyolo shall also be entitled to reimbursement for travel and lodging costs and expenses incurred. Cyolo shall be excused from any non-performance under this Agreement to the extent any such non-performance is attributable to Customer’s failure to perform its obligations.

9.4    Software Updates.

(a)   Updates to the Product. Cyolo may from time to time release Updates to the Product. Cyolo (or, if applicable, the Channel Partner) will notify Customer (Customer to provide a contact person) when such Updates become generally available for installation by Customer.

(b)   Updates to Client Plug-In. From time-to-time, Cyolo will make Updates available for the Client Plug-In. Cyolo will notify Customer (Customer to provide a contact person) when such Client Plug-In Updates become generally available by Cyolo.

(c)   Update Disclaimer. Support and maintenance is provided for the current release of the Product and the immediately prior sequential release for a period of one (1) month from the date of the current release. Customer is responsible for ensuring that it: (a) enables Cyolo to provide Updates to the Products as set forth in Section 9.4(a) (Updates to the Products); and (b) distributes Updates to the Client Plug-In to Users as set forth in Section 9.4(b) (Client Plug-In Updates). CUSTOMER ACKNOWLEDGES THAT PLATFORMS RELATED TO THE CLIENT PLUG-IN ARE CONSTANTLY SUBJECT TO UPDATES BY THE MANUFACTURER AND CUSTOMER WILL BE OBLIGATED TO UPGRADE ITS DEVICES TO MAINTAIN COMPATIBILITY WITH THE CLIENT PLUG-IN AND SOFTWARE. CUSTOMER’S FAILURE TO PERMIT CYOLO TO INSTALL UPDATES TO THE PRODUCTS OR FAILURE BY USERS TO INSTALL CLIENT PLUG-IN UPDATES MADE AVAILABLE BY CYOLO OR THROUGH AN APP STORE MAY CAUSE THE PRODUCT TO SUFFER DEGRADED FUNCTIONALITY, TO FAIL TO PERFORM IN ACCORDANCE WITH THE DOCUMENTATION, OR TO CEASE WORKING ALTOGETHER. CYOLO WILL NOT BE RESPONSIBLE FOR ANY SUCH RESULTING OR CONSEQUENTIAL EFFECTS, LOSSES, OR DAMAGES, AND SUCH EFFECTS WILL NOT CONSTITUTE A BREACH OF THIS AGREEMENT OR GRANT CUSTOMER ANY RIGHT TO TERMINATE THIS AGREEMENT. There is no set schedule for the provision of Updates.

9.5    Exclusions. Cyolo shall not have support obligations or liability relating to errors or other issues in connection with the Product arising from: (i) Customer’s equipment, software, network connections, or other infrastructure; (ii) use of the Product by Customer in a manner not consistent with the Documentation; (iii) modifications to the Product by any party other than Cyolo; (iv) any other act or omission by Customer or its employees or agents; (v) third-party acts, omissions, or systems which impact the Product; or (vi) general Internet problems, force majeure, natural disasters, emergencies, acts of terror or war, or other factors outside of Cyolo’s control.

10. LIMITATION OF LIABILITY

10.1. EXCEPT FOR CUSTOMER'S LIABILITY FOR CUSTOMER'S BREACH OF CONFIDENTIALITY UNDER SECTION ‎13 (CONFIDENTIALITY), CUSTOMER'S BREACH OF THE SUBSCRIPTION AND/OR MISUSE OF THE PRODUCT (INCLUDING WITHOUT LIMITATION A BREACH BY CUSTOMER OF THE USAGE RESTRICTIONS), CUSTOMER'S BREACH UNDER SECTION 14 (EXPORT CONTROL), CUSTOMER'S BREACH UNDER SECTION 4 (CUSTOMER DATA AND TRACKING), CUSTOMER'S BREACH OF SECTION 3.5 (CLIENT PLUG-IN), AND/OR CUSTOMER'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR INCREASED OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. 

10.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMBINED AGGREGATE LIABILITY OF CYOLO AND ALL CYOLO AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO CYOLO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY DURING SUCH TIME PERIOD, ONE THOUSAND US DOLLARS (USD$1,000)). FOR THE AVOIDANCE OF DOUBT, THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE FOREGOING LIMIT. 

10.3. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, MISREPRESENTATION, OR OTHERWISE.

11. CYOLO INDEMNIFICATION

11.1. Indemnity. In the event that, during the Term of this Agreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer's authorized access and use of the Product in accordance with this Agreement and the Documentation, infringes such third party's valid and enforceable intellectual property rights in a copyright, trademark or patent issued or registered in Israel or the United States (an "Infringement Claim"), Cyolo shall (as its sole liability, and as Customer's sole remedy, in connection with such Infringement Claim):

(a)     At its own expense, defend Customer against the Infringement Claim; and

(b)     Indemnify and hold harmless Customer for any amount finally awarded against Customer by the court (or otherwise agreed in a written settlement signed by Cyolo) under such Infringement Claim (provided, however, that: (i) Cyolo shall not be required to indemnify for any fines or penalties, or any Customer internal costs; and (ii) any insurance recoveries and/or indemnity or contribution amounts received by Customer prior to receipt of indemnification by Cyolo shall reduce the indemnifiable amount to be paid by Cyolo by the amount of such recovery).

11.2. Procedure. As a condition to Cyolo's defense and indemnification under this Section (Cyolo Indemnification), Customer agrees: (A) to provide Cyolo with prompt written notice of the Infringement Claim (and in any event notice in sufficient time for the indemnifying Party to respond without prejudice); (B) to cede to Cyolo sole control of the investigation, defense, and settlement of the Infringement Claim; (C) to provide Cyolo with all information and assistance reasonably requested by it; (D) not to admit any liability under (or otherwise compromise the defense of) the Infringement Claim; and (E) to take such reasonable actions as Cyolo may request to mitigate damages, including by ceasing or modifying the potentially infringing use if requested. Customer may participate in the defense of the Infringement Claim at its own cost and expense and with counsel of its choosing, provided that such participation does not interfere with Cyolo's control of the defense.

11.3. Exceptions. Cyolo will have no obligation or liability under this Section (Cyolo Indemnification) to the extent that the Infringement Claim is based on, is attributable to, or results from: (i) any modification to the Product not made by Cyolo; (ii) the combination of the Product with any third party product, service, software, system, data, content, or deliverable (including without limitation any Third Party Content), or use of the Product with any materials not provided by Cyolo, in each case unless expressly authorized in the Documentation; (iii) any Customer instructions, specifications, configurations, prompts, input, Customer Content, or other materials or data provided by or on behalf of Customer; (iv) any Customer breach under this Agreement (including without limitation a breach of the Usage Restrictions) or any unauthorized use of the Product; (v) any failure by Customer to use the most current version of the Product made available by Cyolo pursuant to this Agreement; (vi) any open source software or third party components; and/or (vii) any matter for which Customer is obligated to indemnify Cyolo under this Agreement.

11.4. Efforts. Should the Product (in whole or in part) become, or in Cyolo's opinion be likely to become, the subject of an Infringement Claim or an injunction prohibiting Customer's use of the Product, then Customer permits Cyolo, at Cyolo's option and expense, to: (x) obtain for Customer the right to continue using the Product (or part thereof, as applicable); (y) replace, substitute, or modify the Product (or part thereof, as applicable) so that its use hereunder becomes non-infringing while providing substantially similar functionality; or, if (x) and (y) are not, in Cyolo's opinion, commercially feasible, (z) terminate this Agreement upon written notice to Customer, and, following Customer's compliance with all post-termination obligations, refund to Customer a pro-rated portion of any prepaid, unused Subscription-related Fees based on the remainder of the Subscription Term. THIS SECTION SETS FORTH CYOLO'S SOLE LIABILITY (AND CUSTOMER'S SOLE REMEDY) WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

12. CONFIDENTIALITY

Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Cyolo Technology provided by Cyolo (or its agents), performance information relating to the Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of Cyolo without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information, other than to its representatives, Affiliates, and contractors who have a ‘need-to-know’ such information and who are bound by confidentiality obligations at least at the same level of confidentiality as this Agreement. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

13. EXPORT CONTROL

13.1. Customer will comply with all applicable laws, administrative regulations, and executive orders of any applicable jurisdiction relating to the control of imports and exports of commodities, software, and technical data (including applicable trade and economic sanctions). Customer shall indemnify and hold harmless Cyolo and its Affiliates, and each of their respective directors, officers, employees, and agents, from and against any and all claims, demands, actions, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with a breach of this Section 14 (Export Control) by Customer .

13.2. Without limiting the generality of the foregoing, the Customer acknowledges that the Product and the underlying technology and the Software components thereof may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, other U.S. agencies, and the export control laws and regulations of other applicable countries (collectively, "Export Control Laws"). Customer represents, warrants, and covenants that: (a) neither Customer nor any of its Affiliates is (and Customer will ensure that none becomes) located in, under the control of, or a national or resident of any Embargoed Country or a Designated National (each as defined below), and Customer will not permit access to or use of the Product by any such person; and (b) Customer's country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Cyolo. Customer acknowledges and agrees that the Product shall not be used and none of the underlying information, Software, or technology may be transferred, exported, re-exported, imported, re-imported, released, or otherwise diverted (collectively, "Export") to countries as to which the United States, Israel, or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”), or otherwise in violation of Export Control Laws. The lists of Embargoed Countries and Designated Nationals are subject to change without notice, and Cyolo may update, supplement, or designate additional restricted jurisdictions or parties by written notice from time to time. Customer agrees to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses, authorizations, and approvals to Export as may be required, and for ensuring that its Affiliates comply with this Section 14. The Product, as may be upgraded and updated from time to time, may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.

13.3. Furthermore, Cyolo makes no representation with respect to the Product's compliance with any regulation applicable in any other locations, and Customer shall be solely responsible for the use of the Product by Customer or any User outside of the United States of America and for compliance with any and all applicable laws, including without limitation export and import regulations of other countries. Cyolo may suspend or terminate access to the Product immediately upon notice (or, where required by applicable Law or where Cyolo reasonably determines notice is prohibited or impracticable, without prior notice) if Cyolo reasonably believes Customer or its Affiliate is in breach of this Section 14 or if continued performance would expose Cyolo to risk of sanctions, penalties, or other adverse legal consequences. 

14. GENERAL TERMS

14.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither Party may assign this Agreement (in whole or in part), except with the advance written consent of the other Party; except, however, that Cyolo may assign this Agreement without Customer’s consent to an Affiliate or in connection with a merger, reorganization, consolidation, or acquisition or other transfer of all or substantially all of Cyolo’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 15.1 will be null and void.

14.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision. 

14.3. Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (if the Cyolo entity is Cyolo Security, Inc.) or the State of Israel (if the Cyolo entity is Cyolo Security Ltd. or any other Cyolo Security entity), in each case without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy between the Parties under, or otherwise in connection with, this Agreement will be subject to the exclusive jurisdiction and venue of the courts located in New Castle County, Delaware (if the Cyolo entity is Cyolo Security, Inc.) or Tel Aviv, Israel (if the Cyolo entity is Cyolo Security Ltd. or any other Cyolo Security entity) and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Cyolo shall only be enforceable against Cyolo, and not any other entity or Cyolo's officers, directors, representatives, or agents. Without derogating from any limitations or exclusions of liability in this Agreement, Customer hereby irrevocably waives any claims against Cyolo for sums to which Customer is entitled under any insurance policy carried by or on behalf of Customer.

14.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. 

14.5. Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; or (iii) if sent by email, upon dispatch with receipt thereof confirmed in writing. 

14.6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect, unless explicitly agreed in writing by both parties. 

14.7. Entire Agreement. This Agreement (and its annexes) represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. In entering into this Agreement, neither Party is relying on any representation or statement not expressly specified in this Agreement. Any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify, or supplement this Agreement, shall be deemed rejected, void and of no effect (even if Cyolo signs or acknowledges such document). Customer shall include the Order Form reference/number in any purchase order issued to Cyolo. The section and subsection headings used in this Agreement are for convenience of reading only, and shall not be used or relief upon to interpret this Agreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.

14.8. Product Features and Functionalities. Customer acknowledges that Products are subscription-based products, and that, in order to provide an improved customer experience, Cyolo may, from time to time, modify, replace, and update the features and functionalities (including the user interface) of the Products; provided, however, that Cyolo will not materially degrade any material functionality to which Customer is entitled under the applicable Order Form, unless such change improves such material functionality. Certain features and functionalities may be restricted or unavailable in certain geographies or otherwise, in order for Cyolo to comply with applicable law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, and is not dependent on any oral or written statements made by or on behalf of Cyolo regarding future functionalities or features.

14.9. Independent Contractors. The relationship of the Parties is solely that of independent contractors. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties. Except to the extent required by Cyolo in connection with the provision of the Services and/or the performance of Cyolo's obligations hereunder, neither Party has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.

14.10.   Force Majeure. Neither Party shall be liable or deemed in breach hereunder for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such Party, such as a strike, blockade, war (declared or undeclared), act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

14.11.   Aggregate Usage Data. Cyolo may collect information regarding Customer’s (including without limitation Users’) use of the Products and Services, such as any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation or support of, or Customer's use of, the Products and Services, including metadata, prompts, query logs, aggregated data, and analytics, as well as any resulting industry benchmarks, analytics, datasets, and models developed by or on behalf of Cyolo, in each case excluding Customer Data (collectively, "Usage Data"). For the avoidance of doubt, Cyolo may use, disclose, and exploit Usage Data without restriction or obligation (including without limitation in connection with Cyolo’s support, development, marketing, security, analytics, benchmarking, modeling, and other business activities); provided that Cyolo will not associate such Usage Data with Customer.  

14.12.   Subcontractors. Cyolo may use the services of subcontractors in connection with the performance of its obligations under this Agreement.

14.13.   Third-Party Code. The Products may contain or be provided with third-party software components that are subject to the terms and conditions of the applicable third-party software licenses (“Third-Party Software”). Third-Party Software may include open-source components. Third-Party Software may be identified in the Documentation, or Cyolo shall provide a list of the Third-Party Software for a particular version of the Software to Customer upon Customer’s written request. To the extent required by the license that accompanies the Third-Party Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Third-Party Software, including, without limitation, any provisions governing access to source code, modification, or reverse engineering. Customer agrees to comply with all applicable Third-Party Software terms and conditions.

14.14.   Publication; Use of Name and Marks. The Customer grants Cyolo and its Affiliates a limited, non-exclusive, non-transferable, royalty-free license to use the Customer’s name, trademarks, logos, and other brand elements (collectively, “Marks”) on Cyolo’s website and in Cyolo’s marketing and promotional materials (including presentations, product sheets, digital publications, social media, press releases, and printed collateral) solely to identify the Customer as a customer of Cyolo and to describe the Parties’ business relationship. Cyolo will use the Marks in accordance with any reasonable written brand guidelines provided by the Customer. Upon termination of this Agreement, the Customer may revoke this consent upon written notice to Cyolo, and Cyolo will cease any new use of the Marks and remove the Marks from Cyolo-controlled digital properties within thirty (30) business days after receipt of such notice; provided, however, that Cyolo will not be required to recall or destroy materials produced and distributed prior to revocation. All right, title, and interest in and to the Marks remain with the Customer.

14.15.   Customer Resources. Except for the Product and other Cyolo Materials required by the Order Form to be provided to Customer, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Product; and (b) for ensuring their compatibility with the Product. In the event Cyolo is legally or contractually required to modify or replace features or functionalities of the Product in order to ensure the Product complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities in order to continue using the Product.