This Beta License Agreement ("Agreement") is made as of the later signature date below ("Effective Date") between Algosec  Systems Ltd. and its affiliates, a corporation having its principal place of business at 94 Shlomo Shmeltzer St. Petach Tikva, Israel ("Licensor") and _________________________ a corporation having its principal place of business at _________________("Licensee").
Subject to the terms set herein, Licensor hereby grants Licensee the limited rights detailed hereafter to make use of and receive from Licensor the Services through the Platform in way of beta Software-as-a-Service as further detailed under this Agreement.

 
1.	Definitions
GRANT OF LICENSE
"Beta License Fee" means free of charge unless stated otherwise in a specific purchase order.
"Beta Period" means the period commencing from the Effective Date and ending March 31, 2019 or as may extended by an agreed upon in writing.
"Services" means the pre-release version of the following Software-as-a Service provided through Licensor's proprietary platform (“Platform”), enabling business driven security policy management (the “Services”) (the Services and the Platform shall jointly be referred to as "Beta SaaS")
2.	The Services 
2.1.	Licensee shall cooperate with Licensor and provide it with all necessary information and assistance for the integration and providing of the Beta SaaS with Licensee's platforms and systems. 
2.2.	Beta SaaS, Services and/or the Platform are provided AS IS and with no requirement of Licensor to provide any support or maintenance, even if such support and maintenance are provided to any of Licensors other products or services. 
2.3.	Licensor makes no representation that the Beta SaaS, Services and/or the Platform will continue to be available after the Beta Period or throughout it and shall have sole discretion to stop the Services, the Platform and/or the Beta SaaS at any time and for any reason or for no reason subject to termination according to Section 7 hereafter.
3.	License. Licensor grants Licensee a nonexclusive, nontransferable license to use the Beta SaaS solely for evaluation purposes during the Beta Period. Licensor (or its third party licensor) retains title to all of the Beta SaaS, Services and the Platform and no rights are transferred or being given to Licensee unless specifically stated herein. 
4.	Beta Program and Feedback.  The parties acknowledge that Licensor is closely monitoring the performance of the Beta Software to facilitate the general commercial release of a productized version. Licensee shall use its best effort to report Beta SaaS errors and shall comment on the performance of the Beta SaaS in Licensee’s evaluation environment. Licensee agrees that any such reports or any feedback or recommendations provided by Licensee in connection with the Beta SaaS is provided on a non-proprietary, non-exclusive and non-confidential basis. Licensor shall be free to use or disseminate such feedback or recommendations on an unrestricted basis for any purpose. Licensee acknowledge that it is responsible for such feedback and recommendations and waives any rights whatsoever to such feedback and recommendations, including any “moral rights” in such content.
5.	License Exclusions. Licensee shall not: 
5.1.	copy, download, install, host or time share, in whole or in part, the Beta SaaS, Services and/or the Platform;
5.2.	reverse compile, reverse engineer or reverse assemble all or any portion of the Beta SaaS, Services and/or the Platform;
5.3.	distribute, disclose, market, rent, lease or transfer the Beta SaaS, Services and/or the Platform to third parties;
5.4.	perform or release benchmarks or other comparisons of the Beta SaaS, Services and/or the Platform;
5.5.	modify the Beta SaaS, Services and/or the Platform;
5.6.	assign or sublicense the Beta SaaS, Services and/or the Platform or use it in any way other than for its internal evaluation purposes only, including any production or commercial use, including the outputs of the Beta SaaS, Services and/or the Platform;
5.7.	distribute, disclose, market, or transfer any information to any third party (a) relating to the results or outputs of Licensee's use of the Beta SaaS, Services and/or the Platform; or (b) contained in any documentation, report, or questionnaire of Licensor.
6.	Proprietary Rights
Licensor  (or its third party providers) retains all title, right, copyright, patents and any other applicable intellectual property right, and interest in and to the Beta SaaS, Services and/or the Platform and any results or outputs from such Beta SaaS, Services and/or the Platform including all feedback ,recommendations, documentation, translations, enhancements, improvements or other modifications made to or derived from the Beta SaaS, Services and/or the Platform.
7.	Term and Termination.  The Term of this Agreement and accordingly the license to make use of the Beta SaaS, the Services and/or the Platform shall expire upon the expiry of the Beta Period unless terminated earlier by Licensor as detailed herein.  In addition, Licensor shall be entitled to terminate this Agreement or  discontinue any use of the Beta SaaS, Services and/or the Platform prior to or at the end of the Beta Period for any reason or for no reason and/or at any time with no liability or additional undertaking towards Licensee. If Licensor shall choose to do so, Licensor shall inform Licensee of such termination and accordingly terminate this Agreement upon such written notice to Licensee.   
Upon expiry or termination of this Agreement, Licensee shall immediately delete or uninstall any links or connection on its systems or anywhere connecting or enabling use of the Beta SaaS, Services and/or the Platform and immediately return to Licensor all documents, and any information or data it may have in its possession relating to this Agreement, the Beta SaaS, Services and/or the Platform or Licensor, including outputs from the use of the Beta SaaS, Services and/or the Platform.   
8.	DISCLAIMER.  TO THE FULL EXTENT PROVIDED BY LAW, THE BETA SAAS, SERVICES AND/OR THE PLATFORM ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE BETA SAAS, SERVICES AND/OR THE PLATFORM IS ASSUMED BY LICENSEE. LICENSOR AND ITS THIRD PARTY LICENSORS, IF ANY, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE BETA SAAS, SERVICES AND/OR THE PLATFORM. IN NO EVENT SHALL LICENSOR OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA SAAS, SERVICES AND/OR THE PLATFORM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE ACKNOWLEDGE AND AGREES THAT LICENSOR, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM USE OF THE BETA SAAS, SERVICES AND/OR THE PLATFORM. TO THE EXTENT THAT THIS LIMITATION OF LIABILITY IS NOT ENFORCEABLE, IN NO EVENT WILL LICENSOR'S TOTAL LIABILITY TO LICENSEE EXCEED US$1.
LICENSEE ACKNOWLEDGES THAT THE BETA SAAS, SERVICES AND/OR THE PLATFORM DUE TO ITS NATURE OF BEING A BETA PRODUCT IS INHERENTLY UNSTABLE BY ITS NATURE AND THAT LICENSOR MAY, BUT SHALL NOT BE OBLIGATED TO PROVIDE ANY TECHNICAL SUPPORT FOR THE BETA SAAS, SERVICES AND/OR THE PLATFORM.
LICENSEE'S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE BETA SAAS, SERVICES AND/OR THE PLATFORM IS TO DEINSTALL AND CEASE USE OF SUCH BETA SAAS, SERVICES AND/OR THE PLATFORM.
For the avoidance of doubt it is hereby clarified that any warranty provided by Licensor, in connection with its Algosec Suite, shall not apply, whatsoever to the Beta SaaS. 
9.	Confidentiality. All information which is confidential in nature and provided by one Party to the other Party under this Agreement including designs, engineering details, and other technical, financial, marketing, commercial and other information including as it relates to the Beta SaaS, Services, the Platform shall be considered “Confidential Information”. Either Party agrees to use the other Parties Confidential Information only in connection with the License, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with the owning Party's prior written consent.
10.	General.  This Agreement constitutes the entire Agreement between the parties concerning Licensee's use of the Beta SaaS, Services and/or the Platform. Licensee's purchase order, if applicable, or other ordering document shall not add to or vary the terms of this Agreement. This Agreement is made in and shall be governed by the laws of the State of New York, excluding choice of law principles.  Licensee may not transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of Licensor. Licensor may assign or transfer this Agreement in whole or in part at its discretion.  This Agreement supersedes any prior agreements the Parties may have entered into in relation to the Beta SaaS, Services and/or the Platform and/or verbal understandings or any other Licensee ordering document and may only be modified or amended by a written amendment executed by both parties authorized officers.