Sepio Systems - End User License Agreement 1. Notice to the End User This is a legal agreement (“Agreement”) between you, the End User and Cyber Sepio Systems Ltd. (“Sepio”). By opening the sealed product container(s), the End User acknowledges that it has read this Agreement and agrees to be bound by its terms and conditions. If the End User does not agree to all the terms and conditions of this Agreement, the Product and any accompanying items (including written materials) must be returned to the place of purchase. The effective date of this Agreement ("Effective Date") is the first date upon which you, the End User, pay for the License hereunder. 2. Product Definition The term “Product” refers to the various components of Sepio Systems’ security software suite – Sepio Agent, Sepio Prime. 3. Intellectual Property Rights Definition The term “Intellectual Property Rights” means all software, updates, modified versions, United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, mask work rights, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto. 4. Proprietary; License 4.1. The End User specifically agrees and acknowledges that the Intellectual Property Rights of the Product are owned exclusively by Sepio and/or its affiliates, and that the End User does not, nor will it have by virtue of this Agreement, any claim to the Intellectual Property Rights therein, other than the limited license granted to the End User in Section 4.5 herein. The End User hereby undertakes not to assert, contest or dispute the validity of ownership or Sepio and/or its affiliates and/or rights to any patents, copyright, trademarks, trade names, whether registered or not, or other Intellectual Property Rights, pertaining to the Product. 4.2. The End User is not permitted to (i) copy, modify, decode, reverse engineer, decompile or disassemble the software integrated or used in conjunction with the Product, or (ii) attempt to disable security devices or codes incorporated in the Product, if any, or (iii) copy, modify, translate, or create a derivative work of any of the Product’s documentation or collateral materials. 4.3. The End User acknowledges that Sepio and/or its affiliates are the owners of all right, title and interest in and to the names and certain related designs associated therewith (the "Trademarks"), together with any new or revised names or designs which Sepio may adopt to identify it or the Product, and the End User shall not to adopt or use any of the Trademarks in any manner whatsoever. 4.4. The End User shall not apply for registration of any Trademarks, or for any mark confusingly similar thereto, or any marks which constitute translations thereof. 4.5. Sepio grants to the End User, subject to all the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, royalty-bearing license (the "License"), with no right to sublicense, to use the software integrated or used in conjunction with the Product solely for the purpose of operating the Product for End User’s internal business purposes, for a period of one (1) year from the Effective Date. 4.6. End User will pay License fees (the "Fees") for a renewal of the License for the year following the anniversary of the Effective Date, and every year thereafter on an annual basis, as directed by Sepio in the registration process. Any renewal of Fees will be at the price then charged by Sepio. The Fees will be paid no later than 10 days after re-registration of the License. 4.7. Sepio reserves the right to suspend or terminate the License if actual payment is not received, in accordance with the aforementioned. All Fees are exclusive of any taxes, and End User will increase the sum in the event that any withholdings or deductions are required under law. 4.8. This Agreement will immediately terminate if End User breaches its terms. 5. Limitations of Liability UNDER NO CIRCUMSTANCE WILL SEPIO BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, TORT OR CONSEQUENTIAL DAMAGES (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW) OR LOSS OF SAVINGS, REVENUES OR PROFITS, UNDER ANY LEGAL THEORY, SUSTAINED BY THE END USER IN CONNECTION WITH ANY PRODUCT COVERED THEREBY, WHETHER INVOLVING THE LOSS OF DATA OR OTHERWISE. THIS LIMITATION CANNOT BE WAIVED OR AMENDED BY ANY PERSON AND WILL BE EFFECTIVE EVEN IF SEPIO OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF, OR MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT ANY OF THESE LIMITATIONS ON LIABILITIES ARE NOT PERMITTED, OR ARE EXCLUDED UNDER LAW, THE MAXIMUM LIABILITY OF SEPIO SHALL BE LIMITED TO THE ANNUAL LICENSE FEE PAID BY THE CUSTOMER. 6. No Warranties THE END USER ACKNOWLEDGES THAT SEPIO PROVIDES NO WARRANTY, WHETHER EXPRESSED BY AFFIRMATION, PROMISE, DESCRIPTION, MODEL, SAMPLE OR OTHERWISE, AND ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, ARE HEREBY DISCLAIMED. 7. General This agreement contains the entire agreement and understanding of the parties with respect to its subject matter. No variation to this Agreement shall be effective unless it is in writing and signed by an authorized representative of Sepio. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. 8. Jurisdiction and Venue This Agreement has been made in and will be governed exclusively by the laws of the State of Israel, excluding its conflict of laws principles. The End-User and Sepio hereby irrevocably consent and submit to the sole and exclusive jurisdiction in the competent court of Tel Aviv, Israel, for all purposes in connection with this Agreement, and waive any defense based upon improper of inconvenient venue or lack of personal jurisdiction. The End-User and Sepio hereby irrevocably consent to the personal jurisdiction of the aforesaid courts and waive any defense based upon improper or inconvenient venue or forum or lack of personal jurisdiction.