https://www.morphisec.com/end-user-license-agreement

Below please find Morphisec's End-user License Agreement for your review:

MORPHISEC END-USER LICENSE AGREEMENT

MORPHISEC INC. AND/OR MORPHISEC INFORMATION SECURITY 2014 LTD. AND/OR ANY OF ITS AFFILIATES (COLLECTIVELY “MORPHISEC”) IS WILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END-USER LICENSE AGREEMENT (THE "AGREEMENT").

THIS AGREEMENT, INCLUDING ANY ORDER SCHEDULES PLACED BY YOU THEREUNDER, GOVERNS YOUR USE OF THE SOFTWARE, AND CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN MORPHISEC AND YOU.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON, IN WHICH CASE YOU WILL BE BOUND BY THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON YOU ALSO WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

PLEASE BE AWARE THAT DOWNLOAD AND/OR INSTALLATION OF THE SOFTWARE, AS WELL AS USE OF THE SOFTWARE OR PAYMENT OF THE APPLICABLE LICENSE FEES BY YOU, CONSTITUTES ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOUR AGREEMENT TO BE BOUND THEREBY. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON.

The terms and conditions of this agreement, are entered into as of the date hereof ("Effective Date"), by and between Morphisec and you (“You” or the “Customer”).

AGREEMENT

In consideration of the foregoing and the mutual promises contained in this Agreement, the adequacy of which consideration is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

“Customer” (or "You") means the person and/or the legal entity who's being licensed to install and use the Software under this Agreement.

“Endpoint” means, e.g., desktops, laptops, servers or other workstations) of such Customer, as authorized under the Order Schedule.

“Order Schedule” means an order placed by Customer to Morphisec (or, if Customer purchases the Software from Authorized Partner, an order placed by Customer to Authorized Partner) for the Software and/or Services pursuant to this Agreement, which such Order Schedule shall specify, among others, the number of authorized Customer Endpoints. Morphisec has the right to accept or reject (in full or in part) any Order Schedule placed. Accepted Order Schedules are non-cancellable and non-refundable.

“Server” (or “Management Server”) means the server(s), regardless of platform or operating environment, on which Customers will install the back-end management console Software that manages the Software of all Endpoints as authorized under the Order Schedule.

“Services” mean any maintenance and support services and/or any professional services regarding the Software that may be provided from time to time by Morphisec as identified in the applicable Order Schedule, subject to the terms of this Agreement and the terms of the Morphisec's standard Maintenance and Support Policy and/or separate professional services agreement to be entered between the parties (as applicable), in each case as in effect from time to time.

“Software” means the software identified in the applicable Order Schedule, including without limitation, any (i) Endpoint or Server, (ii) application programming interfaces included in the Software or generated by the Software, which define or provide the external programming requirements or code necessary to interface between the Software and other networks, software, code or operating systems; (iii) documentation and other materials related to the Software and provided to Customer (iv) know-how, inventions, algorithms, procedures, techniques, technologies and solutions, reflected or embedded in the Software; and (v) improvements, derivative products, updates, upgrades, error-corrections, specifications, customizations or other modifications of the Software, (to the extent provided hereunder), and any work products thereof.

2. LICENSES.

2.1 Grant of License. Subject to Customer’s compliance with the terms and conditions of this Agreement, including without limitation the payment of applicable Fees (as defined below), Morphisec hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to install and use the Software for its internal use only.

Restrictions. Customer shall not, and shall not cause or allow any third party to: (i) decompile, disassemble or reverse-engineer the Software; or create or recreate the source code for the Software; (ii) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you; (iii) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, transfer of upload to any third party's platform or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this EULA; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; (iv) copy, modify, adapt, tamper with, translate, or create derivative works of the Software or the Documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with Morphisec; (v) except with Morphisec’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (vi) attempt to do any of the foregoing. You may not run or operate the Software in a cloud, Internet-based computing, or similar on-demand computing environment unless your Order Schedule specifically provides such.

All rights not expressly granted in this Section ‎2 are hereby reserved.

2.2 Purchase through Authorized Partner(s). This Agreement applies whether Customer purchases the Software directly from Morphisec or through Morphisec's authorized resellers, distributors or any other sales channels (“Authorized Partner(s)”), except that in the event that Customer purchases the Software from Authorized Partner, fees will be paid by Customer to the Authorized Partner in accordance with the terms agreed between them. Customer hereby acknowledges that Authorized Partner are not authorized to make any promises, commitments or warranties on behalf of Morphisec, and Morphisec is not bound by any obligations to Customer other than as expressly specified in this Agreement.

3. EVALUATION USE. This entire section 3 shall only apply if the Customer has obtained the Software as part of an approved evaluation (unless Morphisec has explicitly approved in advance and in writing that Software has been provided as part of an evaluation, the Software shall Not be deemed to be provided as part of an evaluation and this Section shall not apply). If Customer has obtained Software for evaluation use, the Customer can use it for up to the evaluation period agreed in writing with Morphisec, and if none was agreed in writing, 30 days from provision (the applicable period shall be referred to as the "Evaluation Period") for internal use at Customer’s premises on no more than five Endpoints and one Server (unless explicitly agreed otherwise in writing with Morphisec), and for the sole purpose of evaluation and determining whether it meets his requirements, subject to the provisions set forth herein. THIS IS NOT FREE SOFTWARE. At the end of the Evaluation Period, such Customer must either purchase a full, non-evaluation Software license and pay all applicable Fees in respect thereto, or discontinue using the Software by immediately erasing it and any of its components from his computers. Using the Software after the Evaluation Period shall be deemed to be your consent to purchase a full, non-evaluation Software license, and to pay any applicable Fee in accordance with this Agreement. Using the Software after the Evaluation Period without payment of the applicable Fees is strictly prohibited and shall constitutes a violation of Morphisec's rights hereunder. Furthermore, if Customer executes an Order Schedule for paid use of the Software prior to the end of the Evaluation Period, the Evaluation Period shall automatically terminate upon such execution date. Morphisec shall have no liability or warranty of any kind whatsoever for any use by Customer of the trial or evaluation version of the Software, during the Evaluation Period, and accordingly, Sections 4, 10.1, 10.3 and 11 hereunder shall not apply with respect thereto. AS THE CUSTOMER DOES NOT MAKE ANY PAYMENTS DURING THE EVALUATION PERIOD, MORPHISEC SHALL NOT HAVE ANY LIABILITY FOR THE PROVISION OF THE SOFTWARE OR THE CONFIDENTIAL INFORMATION. CUSTOMER’S SOLE REMEDY, DURING THE EVALUATION PERIOD, WILL BE TO TERMINATE THE EVALUATION PERIOD AND CEASE USE OF THE SOFTWARE.

4. SERVICES. Customer will provide all cooperation and assistance reasonably requested by Morphisec to perform any Services.

4.1 Maintenance and Support. Morphisec's standard Maintenance and Support Policy (as in effect from time to time) shall apply only if you have purchased separately Maintenance and Support Services or if your subscription license Fees include maintenance and support Services, as set forth in the applicable Order Schedule. Otherwise, Morphisec has no obligation to provide Customer with any Services of maintenance and support under this Agreement. After the support period or subscription license period (as applicable) specified in the applicable Order Schedule has expired, you will have no further rights to receive any maintenance and Support Services including, without limitation, any updates, upgrades and telephone support. Services of maintenance and support may be provided to Customer subject to Morphisec's standard Maintenance and Support Policy as in effect from time to time. In the event that Customer purchases the Software from Authorized Partner, Services of maintenance and support provided by Morphisec will be subject to agreement between Morphisec and such Authorized Partner. Customer is expected to provide all cooperation and assistance reasonably requested by Morphisec to perform any Services.

4.2 Professional Services. Unless Customer has purchased professional Services, according to a separate professional services agreement entered between the parties, and paid the applicable fees, Morphisec has no obligation to provide Customer with any professional Services in connection with the Software, including, without limitation, any implementation and/or training services.

5. OWNERSHIP. Morphisec Information Security 2014 Ltd. owns and shall retain at all times all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights in and to the Software (or any part thereof).

6. OPEN SOURCE. Certain items of software included with the Software are subject to third parties' “open source” or “free software” licenses (“Open Source Software”). A list of such Open Source Software is accessible from the Software. Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software, as set forth in the list of Open Source Software accessible from the Software as aforesaid. Nothing in this EULA limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

7. FEES.

7.1 Payments. Customer will pay to Morphisec any applicable fees set forth in the applicable Order Schedule as a preliminary condition to any use of the Software and receipt of any Services (“Fees”). Fees shall be paid by Customer to the Authorized Partner in accordance with the terms agreed between them or to Morphisec in accordance with the terms agreed in each Order Schedule as may be the case.

7.2 Taxes. All Fees payable under this Agreement are net amounts, exclusive of any sales, value added and other similar taxes. Customer shall exclusively bear all national, state, or local excise, sales, use, withholding, value-added, or other taxes or duties (except for taxes based on Morphisec’s net income) arising out of this Agreement.

7.3 Except where expressly specified otherwise, all Fees payable under this Agreement are non-cancellable and non-refundable.

8. DATA COLLECTION TECHNOLOGY; PRIVACY. Morphisec informs Customer that for the purposes defined herein Morphisec or the Software may from time to time to collect data and other information of Customer's computer systems (including, without limitation, attack logs and other attack information, suspicious files names, software in use, and other related information and data) solely for the purpose of detecting, analyzing, preventing and reporting threats, solving bugs and improving the Software and/or Services. It is further acknowledged by the Customer that Morphisec may, from time to time, generate through the Software, and transmit to its internal servers, third party's external servers or clouds or other platforms on which its systems operates, attack logs/files in connection with attacks detected and prevented by Morphisec on Customer's Server and/or Endpoints. Any such attack logs/files shall be anonymized prior to transmission, and shall be treated in accordance to the Morphisec's standard privacy policy, as amended from time to time. Morphisec shall treat all collected information at all times as confidential information and shall not use it for any other purpose other than the aforesaid. Customer agrees that Morphisec may use such information in accordance with this section 8. Customer further agrees that the connection used for uploading the aforementioned information from the Customer systems may also be used by Morphisec to update the classification services feature and other features of the Software residing on Customer Servers and Endpoints on an ongoing basis.

9. CONFIDENTIALITY.

9.1 Customer acknowledges that, in connection with the performance of this Agreement, it may receive or be exposed to certain confidential or proprietary technical and business information and materials of Morphisec, including, without limitation, information relating to Morphisec’s products, services, technology, know-how, specifications, designs, formulations, software, equipment, developments and/or working methods, documentation and proprietary technical, financial and business data, and information relating to current, planned or proposed products, business plans, business opportunities, finances, research and development, personnel, contractual and marketing information and relationships, marketing and business plans and forecasts, sales, customers (“Confidential Information”).

9.2 Customer shall: (i) hold and maintain in strict confidence all Confidential Information; and (ii) not use any Confidential Information except as permitted by this Agreement or as may be necessary to perform its obligations under this Agreement. Customer will use at least the same degree of care to protect the Confidential Information as it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care. Customer may provide Confidential Information only to those employees who have a need to know for the purposes of using the Software in accordance with this Agreement, and who are bound by a written non-disclosure agreement of at least equal scope to this Agreement. Customer shall not disclose the Confidential Information to any third party, including third party contractors, without written prior authorization from Morphisec.

9.3 Notwithstanding the foregoing, Confidential Information will not include any information that: (i) is or becomes generally known or is or becomes part of the public domain through no fault of Customer; (ii) Morphisec authorizes in writing that shall not be deemed Confidential Information; (iii) is rightfully received by Customer from a third party without restriction on disclosure and without breach of this Agreement; or (iv) is known to Customer on the Effective Date from a source other than Morphisec that is not subject to the confidentiality obligation to Morphisec.

10. WARRANTY; DISCLAIMERS; SOLE REMEDY.

10.1 Warranty. Morphisec represents and warrants that for 90 days after the Effective Date of this Agreement, the Software will materially comply with its written specifications.

10.2 Disclaimer. EXCEPT AS PROVIDED SPECIFICALLY IN SECTION 10.1 ABOVE, MORPHISEC PROVIDES THE SOFTWARE “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. MORPHISEC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY, PATENTS OR OTHER THIRD PARTY RIGHT, AS WELL AS ANY WARRANTIES REGARDING SUITABILITY FOR USE WITH THIRD PARTY PRODUCTS OR PERFORMANCE OF THE SOFTWARE, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. MORPHISEC DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE. THE FOREGOING DISCLAIMERS WILL APPLY EVEN IF ANY WARRANTY PROVIDED UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Sole Remedy. FOR ANY CLAIM BROUGHT UNDER THIS SECTION 10 (OR OTHERWISE UNDER THIS AGREEMENT), MORPHISEC’S SOLE AND EXCLUSIVE OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WILL BE FOR MORPHISEC, AT ITS SOLE OPTION AND EXPENSE, TO REPAIR OR REPLACE THE SOFTWARE SO THAT IT COMPLIES WITH THE WARRANTY IN SECTION 10.1. IF MORPHISEC DETERMINES THAT NEITHER OF THOSE ALTERNATIVES IS PRACTICAL OR OTHERWISE REASONABLY AVAILABLE, CUSTOMER WILL RETURN THE SOFTWARE TO MORPHISEC AND MORPHISEC WILL REFUND TO CUSTOMER OR TO THE RELEVANT AUTHORIZED PARTNER, AS APPLICABLE, THE RESPECTIVE PORTION OF THE FEES PAID TO MORPHISEC FOR SUCH SOFTWARE.

11. LIMITATION ON LIABILITY. IN NO EVENT WILL MORPHISEC BE LIABLE FOR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL MORPHISEC’S LIABILITY TO CUSTOMER IN ANY ACTION RELATING TO OR ARISING FROM THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID HEREUNDER TO MORPHISEC WITHIN THE ONE-YEAR PERIOD PRECEDING THE EVENT LEADING TO LIABILITY. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

12. TERM AND TERMINATION.

12.1 Term. This Agreement will commence on the Effective Date and will continue unless terminated as provided in this Section ‎12 (the “Term”). Notwithstanding the above,, the license is effective for a limited period of time as set forth in the Order Schedule.

12.2 Termination. Customer may terminate this Agreement for convenience upon 30 days written notice to Morphisec. Without derogating from any other remedy that Morphisec may be entitled to under any applicable law, Morphisec may immediately terminate this Agreement and the license granted hereunder and/or immediately repossess the Software, all without any liability towards Customer, if Customer breaches this Agreement, including but not limited by failing to pay any Fees hereunder when due, and fails to cure such breach within 7 days’ written notice.

12.3 Effect of Termination. Upon any termination or expiration of this Agreement, and/or upon expiration of the license period as set forth in the Order Schedule, the rights and licenses granted to Customer under this Agreement will automatically terminate and all outstanding Fees will immediately become due and payable. Upon such termination, Customer shall immediately cease using the Software, and promptly erase it from its computers and certify in writing to Morphisec that the Software and all related materials (including any Confidential Information) have been destroyed and are no longer in use. The provisions of Sections 2, 4, 5, 6, 7, 8, 9, 10.3, 11 and 12 will survive any termination or expiration of this Agreement.

13. Compliance with Export Control Laws. Customer acknowledges that Software is subject to the export control laws and regulations of Israel and the United States, and agrees to abide by those laws and regulations as such may change from time to time.

14. MISCELLANEOUS.

14.1 Entire Agreement. This Agreement is the entire and exclusive agreement of the parties with respect to the subject matter hereof, supersedes all prior written or oral understandings relating thereto, and shall survive the expiration or termination of any other agreement between the parties. This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each party hereto.

14.2 In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for such invalid provision a valid provision that most closely approximates the intent and effect of the invalid provision. Any failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

14.3 Authorization; Compliance with Laws. The parties represent and warrant that each party has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder. Each party will comply with all laws and regulations applicable to its activities under this Agreement.

14.4 Independent Contractors. The parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an agency, joint venture or partnership relationship between the parties. Neither party’s waiver of the breach of any provision shall constitute a waiver of the provision in that or any other instance.

14.5 Assignment. Customer may not assign this Agreement, in whole or in part, without Morphisec’s prior written consent. Morphisec shall be entitled to assign it obligations under this Agreement at any time upon prior notice to Customer, provided that Customer’s rights under this Agreement shall not be prejudiced.

14.6 Publicity. Morphisec may use Customer’s logo to identify Customer as a customer of Morphisec in Morphisec’s promotional materials and website.

14.7 Equitable Relief. Each party acknowledges that a breach by the other party of Sections ‎2, 4 or 6 of this Agreement would cause the non-breaching party irreparable harm, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and either party may obtain an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

14.8 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the following: (a) If Customer purchased the Software in or is located in the USA, South America or Canada, this Agreement shall be governed by, subject to and construed in accordance with the laws of the State of New York, excluding its conflict of laws provisions and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in New York, or (b) if Customer purchased the Software in or is located in European Union, Norway, Switzerland, Japan, India, New Zealand or Australia this Agreement shall be governed by, subject to and construed in accordance with the laws of England and Wales and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in London, or (c) otherwise, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel.

14.9 Notices. Any notice required or permitted to be sent under this Agreement shall be (i) in writing and shall be personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth above or to such other address as provided in writing, and shall be deemed to have been received upon the earlier of actual receipt or 5 days after deposit in the mail; or (ii) sent by facsimile or email and deemed to have been received on the date of the facsimile or email confirmation if a copy of the notice is sent by certified mail (and postmarked on the date of facsimile transmission) in accordance with subsection (i) above.