OBRELA STANDARD TERMS AND CONDITIONS 1. Framework, Licenses and Support. 1.1 Framework. OSI hereby grants Client with the sole and restrictive right to use the Products and Services, as set forth in Exhibit 1, during the Term. The use of the products and services after approval by OSI is subject to the execution of the terms and conditions of the present MSA, and /or of a Client EULA or EUSLA, and /or by any Technical and Financial Offer provided by OSI and signed by Client, as the case may be. 1.2 Trademarks. OSI hereby grants Client a non-exclusive and restrictive right to use and reproduce OSI trademarks contained in or on the Software, Documentation and other materials provided to Client pursuant to this Agreement (“Trademarks”) solely within the terms and conditions of this Agreement and /or of an Client EULA or EUSLA, and /or by any Technical and Financial Offer provided by OSI and signed by Client. 1.3 License Restrictions. Client will not, unless EXPLICITELY permitted by OSI in writing: (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software and/ or the Services or any software or services provided by OSI for any reason whatsoever, by any means whatsoever. (b) use the Software and/ or the Services or any software or services provided by OSI for any reason whatsoever, (or any part, element and/ or portion thereof) for any type of production use purpose, including, but not limited to, time sharing, hosting, service provider or like purposes; (c) remove or in any manner alter or modify any product identification, proprietary, Trademark, copyright or other notices contained in the Software and/ or the Services; (d) modify any part and/ or element of, create a derivative work of any part of, or use any part or element of the Products or any other software of services provided by OSI or incorporate in the Products, any other software and/ or services provided by OSI into or with other software and/ or services, except if and to the extent expressly authorized in writing by OSI; (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks and performance tests) from any source relating to the Products and any other software and/ or services provided by OSI; (g) use or copy the Products and any other software and/ or services provided by OSI, in whole or in part, except as expressly allowed under this Agreement. Client agrees to promptly notify OSI of any breaches of the restrictions set forth in this Section of Client becomes aware. 2. Ownership. 2.1 Proprietary Rights on Products and Services. Without prejudice to Clause 2.3 of this Agreement, OSI has and will retain all worldwide right, title and interest (including, without limitation, all Intellectual and Industrial Property Rights, Copyright(s), related goodwill, and confidential and proprietary information) in the Products. Client acknowledges and agrees that, as between OSI and Client, all right, title and interest in to any Product or Services provided by OSI to Client, including, without limitation, all patents, copyrights, trade secrets and all other intellectual property rights therein and thereto, and all copies thereof, in whatever form, including any written documentation shall at all times be and remain solely with OSI. Client shall not be an owner of the OSI software. 2.2 Third Party Products. Title to any third-party products included in the Products or otherwise provided to Client by OSI (“Third Party Products”), and all Intellectual Property Rights in and to them, are and will remain the exclusive property of the licensor of such Third Party Products. Nothing contained in this Agreement grants or confers, or will be construed to grant or confer, any rights in or to any Third Party Products, expressly or by implication, except for the rights expressly set forth above. Client declares that will not use any Third Party Products that are included in the Products, or any other products, or otherwise provided to Client by OSI, separately or apart from the Products. 3. Client Obligations 3.1 General Conduct. Client agrees (i) to conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of OSI; (ii) to avoid deceptive, misleading or unethical practices that are or might be detrimental to OSI or the public; 3.2 Conflict of Interest. Client represents and warrants that as of the Effective Date, Client does not have any conflict of interest to enter this Agreement and in handling OSI’s Confidential Information, as defined below in Section 10. Client will immediately notify OSI in writing if a conflict of interest arises regarding the execution of this Agreement in general and especially in handling OSI’s Confidential Information. 3.3 Enforcement; Indemnification. Client agrees to enforce the terms of each EULA and EUSLA and Technical and Financial Offer executed with OSI and to notify OSI of any known breach of such terms. Client will defend, indemnify and hold harmless OSI from and against any loss, cost, liability or damage, including reasonable attorneys’ fees, resulting from acts or omissions of Client in connection with any EULA and EUSLA or Technical and Financial Offer executed with Client, in connection with this Agreement. 3.4 In order for a natural person or legal entity to become OSI’s Client, must be a legally established legal entity or natural person and be in good standing throughout the whole term of the present Agreement. 3.5 IP Addresses, URL and Domain Names. Client represents and warrants that Client has full right, power, and authority to consent to have the OSI service scan for vulnerabilities the IP address and/or URL and/or domain names identified to OSI by Client for scanning, whether electronically or by any other means, whether during initial enrolment or thereafter. Without limiting any other remedy that OSI may have, Client agrees to indemnify and hold OSI and its affiliates harmless from and against all liabilities, losses, damages, costs and expenses, including without limitation reasonable solicitor’s fees and costs incurred by OSI resulting from Client’s breach of this provision. Client acknowledges and understands that accessing and scanning IP addresses and penetration testing involves inherent risks, including, without limitation, risks related to system or network performance and availability, and data corruption or loss. 3.6 Applicable Laws and Restrictions. Client’s use of the OSI software, reports, and scanning solution is subject to the following restrictions: (a) Client may use the OSI services and software only to scan IP addresses, URLs and domain names owned by and registered to Client; (b) OSI services, software and reports may only be used for the stated purposes in this Agreement for Client’s internal business purposes in accordance with all applicable laws (including any export control laws); and, (c) Client shall limit access to the OSI products or Services to only those employees and/or contractors who have executed a written confidentiality agreement with Client and only to those who have a requirement for such access on a need to know basis. 4. Limited Warranties and Disclaimer. 4.1 Limited Warranty. OSI shall not be liable to Client for (i) any acts or omissions which are not the result of OSI’s gross negligence, recklessness or willful misconduct, (ii) except for any liability in respect of personal injury or death caused by negligence, recklessness or willful misconduct to which no limitation or exclusion applies, any amounts in excess of any fees actually paid to OSI by Client in the twelve month period preceding the last event giving rise to the claim hereunder, or (iii) any losses, costs, damages or expenses incurred by Client resulting from the performance of any test, unless such are the result of OSI’s gross negligence or willful misconduct. For the avoidance of doubt OSI shall not be liable for any damages to the extent that the Client has failed to take back-up copies of data in accordance with best computing practice. 4.2 In no event shall either party be liable for any special, indirect, exemplary, incidental, or consequential losses or damages, including lost profits whether foreseeable or not, whether occasioned by any failure to perform or the breach of any representation, warranty, covenant or other obligation for any cause whatsoever. 4.3 All specific Product and Service warranties are as set forth in the applicable EULA and EUSLA or any other agreement signed by Clients. 4.4 OSI provides all demonstration software, software, support and services as is, without any warranty, express or implied including, without limitation, any implied warranties of fitness for particular purpose, merchantability, non-infringement of third party intellectual property rights or any other warranties arising out of course of dealing, usage or trade. OSI assumes all risk associated with use of the demonstration software, software, support and services. 4.5 Client acknowledges that the provision of services is dependent upon the performance of Client, and its affiliates, and that OSI shall not be liable for its failure to perform to the extent such failure is due to (i) a failure by Client or any third party retained by, or under the control of, Client to provide data or materials that Client or such third party is required to provide to OSI or required by OSI to perform the services under this Agreement, (ii) a failure by Client to timely and accurately perform its responsibilities as set forth in this Agreement, or (iii) a failure by Client to obtain consents, approvals or access for OSI. 5. Other Services. 5.1 Support. OSI undertakes to provide support to Clients in accordance with the terms set forth in the respective EULA, EUSLA, Technical and Financial Offer or any other executed document between the Parties, with any respective financial terms defined in the Technical and Financial Offer in Exhibit 1. Client is responsible for and will reimburse OSI for travel and reasonable related expenses incurred by OSI. 5.2 Services. In the event that Client requires provision of any Services to be provided by OSI, such Services shall be provided at the fees provided in the pricing schedule of the Technical and Financial offer as defined. 6. Limitation of Remedies And Damages. 6.1 Neither party shall be liable for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including punitive damages or lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. bThis provision shall also apply to Client and to any third party. 6.2 Notwithstanding any other provision of this Agreement, OSI’s entire liability under this agreement shall not exceed the 30% of the amount actually paid by Client as Service Fees to OSI under this agreement. 6.3 The parties agree that the limitations will survive and apply even if any limited remedy specified in this Client Agreement is found to have failed of its essential purpose. 7. Confidential information. 7.1 Without prior written consent of the other party, except as required by law, the parties and their respective employees, contactors, agents, Clients, OSI’s and in general assignees (“assignees”) will not disclose to any person any information that may come to their knowledge under this agreement (“information”) which is likely to suggest or induce its recipient to conclude that a co-operation between the parties is being considered or will take place. In addition, the receiving party shall not use any information in any manner whatsoever, except to perform their intended use within the framework of the discussions that will take place regarding the agreement. Each party hereby guarantees that all of its assignees will comply with this agreement as if they were directly bound by it and each party assumes full responsibility for each of their assignees not complying with the terms of this agreement as if such assignee were the party hereto. 7.2 Records. Each party and their respective assignee will return to the other party, or destroy upon demand made by the other party, at any time within six (6) months of the expiry date of this agreement or from the date that the parties decided that their cooperation shall not proceed for any reason whatsoever, any document containing any information and copies thereof and will delete or have deleted any information from any computer, word processor or other device, whether operated by the parties, their assignees or third parties. Each party will confirm to the other in writing that all information has been destroyed and deleted. This obligation of destruction does not apply to documents that one of the parties or their respective assignees is under a legal obligation to keep. 7.3 Permitted disclosure. In the event that either of the parties or their assignees may become legally compelled to disclose any information or if circumstances occur that might reasonably be expected to provide a basis for such legal obligation, prompt notice of such fact or circumstances shall be given to the other party at the above-mentioned address. 8. General. 8.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Client may not assign or transfer this Agreement, in whole or in part, without OSI’s prior written consent. Any attempt by Client to transfer or assign this Agreement without such written consent will be null and void. OSI may sub-contract the performance of part of the Services provided herein to other companies within its corporate group. 8.2 Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. 8.3 Governing Law, Jurisdiction. This Agreement will be governed by the laws of England and Wales without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. The exclusive jurisdiction for actions related to the subject matter hereof will be the courts of England and Wales, and OSI and Client hereby submit to the personal and exclusive jurisdiction of such courts. 8.4 Notices and Reports. Any notice or report hereunder will be in writing to the notice address set forth above and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) two (2) days after it is sent if by overnight delivery by a major commercial delivery service. 8.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement will 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. 8.6 Entire Agreement. This Agreement, including the attached Exhibits and any subsequent addenda, constitutes the full and complete understanding and agreement of the parties hereto relating to the subject matter hereof and supersedes all prior understandings and agreements relating to such subject matter. No provision of any Exhibit, purchase order or any other business form employed by OSI will supersede, contradict, vary or modify the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement will be for administrative purposes only and have no legal effect. 8.7 Independent Contractors. The parties are independent contractors. There is no relationship of Client ship, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Any references in this Agreement to the term “Client” merely refer to a spirit of cooperation between the parties and are not a reference to any legal form of Client ship or any responsibility of one party for the obligations or liabilities of the other party. 8.8 Force Majeure. Neither party will be liable to the other 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 occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, monetary devaluation, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost. 8.9 Revisions to Attachments. OSI may add to, modify or delete any terms on any Exhibit to this Agreement (including, without limitation, adding, deleting or modifying Product, services and pricing schedule on any Exhibit hereto including the Technical and Financial Offer) upon thirty (30) days prior written notice to Client . 8.10 Non – Solicitation. Client shall (except with the prior written consent of OSI) during the term of this Agreement and any Agreement and for a period of two (2) years thereafter (except if this period has been renewed or extended pursuant to a subsequent Agreement between the Parties) not solicit the services of any employee or associate of OSI either as principal, agent, employee, independent contractor or any other form of employment, engagement, assignment and/ or cooperation. In the event of a breach of the above condition, Client shall be obliged to pay to OSI a penalty equal to the two (2) years’ salary of the departing employee, which is non-negotiable and shall be considered by the contracting Parties as fair and reasonable for the investment and education which the employee of OSI has received. [END OF STANDARD TERMS AND CONDITIONS OF OBRELA]