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Terms of Service

PROOF OF CONCEPT AGREEMENT

PLEASE CAREFULLY READ THIS PROOF OF CONCEPT AGREEMENT(the “AGREEMENT”) BEFORE CLICKING “I ACCEPT” OR IN ANY WAY USING THE SERVICESAND PLEASE BE ADVISED THAT BY USING THE SERVICES YOU EXPLICITLY AGREE TO THETERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DONOT USE THE SERVICES. THE USER ACCEPTING THE THESE OF THIS AGREEMENT ON BEHALFOF THE CUSTOMER (AS DEFINED BELOW) HEREBY REPRESENTS AND WARRANTS THAT HE/SHEHAS THE AUTHORITY TO BIND THE CUSTOMER.

This Agreement is made by and between Aryon Security Inc. (the“Company”); and you (the “Customer”). For the purpose hereof, the“Service” means theCompany’s platform and all upgrades, updates, modifications, enhancements, revisions, and/or improvements and related documentation to the extent provided by the Company. Customer desires to evaluate the Service, and Company agrees to provide Customer with the Service solely for evaluation purpose in a non-production environment (the “Purpose”) pursuant to the following terms and conditions.

1.       License

Subject to the terms and conditions of this Agreement and that the Customer will provide the necessary resources, data and cooperation, Company hereby grants Customer a limited, non-exclusive, revocable, non-sub licensable, non-transferable, limited right to use the Service during the Term (as such term is defined below) in a non-production environment, and in strict compliance with the terms and conditions of this Agreement (the “POC License”). There shall be no charge for the POC License or any use by Customer pursuant to the POC License, during the Term.

2.      Restrictions

The Service is provided to Customer only for thePurpose and the Customer undertakes not to use the Service or any part there off or commercial or production purposes or in any product and/or service, which is marketed or used commercially. In addition, the Customer will not, nor will Customer allow any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service; (b)reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d)use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (e)develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (f) directly or indirectly take any action to contest Company’s intellectual property rights in the Service or infringe them in any way; and (g) knowingly distribute or transmit any malicious code (i.e.,software viruses, trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material.

3.       Intellectual Property

3.1.     The Service and all of the intellectual property rights associated with the Service (including but not limited to any of the Company’s marks and the Company’s ConfidentialInformation (as such term is defined below)) are, and shall remain, Company exclusive property, including but not limited to, any modifications or custom features to the Service that may be developed by Company for the Customer’s benefit, whether requested by the Customer or not.

Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively, the “Feedback”) that the Customer may provide to the Company, will be solely owned by Company. The Customer here by irrevocably assigns and transfers any intellectual property rights in such Feedback to Company, free of charge.

3.2.     Customer reserves and retains all rights, title and interest in the Customer’s intellectual property and Customer’s Confidential Information, including the sole and exclusive ownership of all intellectual property rights relating thereto.

4.       Confidentiality

4.1.     Each party hereto agrees that it will not disclose to any third party (other than to consultants and agents of Customer who have a need to know such information, and who have agreed in writing to abide by confidentiality terms at least as protective as those undertaken by Customer herein with respect toCompany’s Confidential Information) or use any Confidential Information disclosed to it by the other party, and that it will take all reasonable measures to maintain the confidentiality of all other party’s Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

“ConfidentialInformation” shall mean any proprietary information of either party, which includes all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. “Confidential Information” will not include information that (a) is in or enters the public domain without breach of this Section; (b) is lawfully obtained by the receiving party from a third party without breach of a nondisclosure obligation; (c) is already in the possession of the receiving party as shown by its dated written records; or (d) is required by law to be disclosed, provided that, the receiving party gives prompt written notice of such requirement prior to disclosure, and reasonably assists the disclosing party in avoiding or limiting such disclosure, all subject to applicable law.

4.2.     The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section ‎4or misuse of Confidential Information by the receiving party.

5.       Customer Data; Analytics Information

5.1.       The operation of theService requires the Company to monitor, analyze and process of any permitted users’ usage, aggregated and analytics information relating to the Service on an anonymous and non-identifiable basis (collectively, “Analytics Information”),and other user-related data that is provided by or made available by theCustomer or by its permitted users to the Company (collectively, the “CustomerData”).

5.2.       Customer shall upload to the Service, transmit, or make accessible to Company the Customer Data and theCustomer agrees that the Company will collect, monitor, store, analyze, process and use the Customer Data, on the Customer's behalf, in order to provide theService (including verification of any permitted users). Except as set forth herein, nothing in this Agreement shall be construed as transferring any right, title or interests in the Customer Data to the Company or any third party.

5.3.       The Company may collect, disclose, publish and use in any manner the Analytics Information in order to provide and improve the Service, for R&D purposes and for any other business purpose. The Company is and shall remain the sole owner of the AnalyticsInformation.

6.       Customer’s Representations

The Customer represents and warrants that it will not use the Service for any illegal or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party, and the Customer will comply with all applicable laws and regulations (including, but not limited to, all applicable import and export laws, copyright and privacy laws) in the Customer’s use of and access to the Service.

7.       Disclaimer of Warranties

THE CUSTOMER UNDERSTANDS AND AGREES THAT THESERVICE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENTPERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANYKIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OFTITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR APARTICULAR PURPOSE. COMPANY DOES NOT WARRANT: (A) THAT THESERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; AND (B) THATTHE CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED.

8.       Limitation of Liability

8.1.     EITHER PARTY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGESFOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHERINTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT,NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISEARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE (EVEN IF SUCH PARTY HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OFITS ESSENTIAL PURPOSE).

8.2.     NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER ORANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THEACTION, WILL AT ALL TIMES BE LIMITED TO US$1,000.

9.       Term and Termination

9.1.      The term of this Agreement shall commence on the Effective Date for a period of three(3) months from the date the Service is made available to the Customer (the “InitialPOC Period”). Following the Initial POC Period, the Agreement shall automatically renew for successive one (1) month periods (each, a “Renewal Term” and together with the Initial POC Period, the “Term”), unless either party provides written notice of non-renewal to the other party at least seven (7) days prior to the end of the Initial POC Period or the then-currentRenewal Term.

9.2.     Upon expiration or termination of this Agreement for any reason, the following shall apply: (a)all rights and licenses granted to Customer hereunder shall immediately terminate; (b) Customer shall immediately return to Company or destroy, at Customer’s option, all of the Company's Confidential Information made available to Customer in connection with this Agreement, and shall make no further use of same; and (c) Company shall immediately return to Customer or destroy, at Customer’s option, all of the Customer's ConfidentialInformation made available to Company in connection with this Agreement, and shall make no further use of same.

9.3.      The expiration or termination of this Agreement shall not relieve the each party of its obligations intended to survive under this Agreement, including but not limited to, Sections ‎3, ‎4, ‎8, ‎9.3 and ‎10.

10.    Miscellaneous

10.1.   ThisAgreement constitutes the entire understanding between the Customer and theCompany, and revoke and supersede all prior agreements between the parties hereto, and are intended as a final expression of the parties’ agreement. ThisAgreement may only be amended, modified or supplemented by an agreement in writing signed by both parties.

10.2.    If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from thisAgreement.

10.3.    Company may freely assign this Agreement and its rights and responsibilities hereunder without notice to the Customer. This Agreement is not assignable, transferable or sublicensable by the Customer except with Company’s prior written consent.

10.4.   All disputes arising out of this Agreement will be subject to the governing law of the state of Israel and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv - Jaffa.

 

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