SHIELD FC LTD.  (“SHIELD”), A COMPANY REGISTERED IN ISRAEL, EITHER DIRECTLY, OR THROUGH ITS AUTHORISED RESELLER (“RESELLER”), IS WILLING TO LICENCE EACH OF THE SOFTWARE PROGRAMS (“SOFTWARE”) AND ANY ACCOMPANYING USER DOCUMENTATION (“DOCUMENTATION”, THE SOFTWARE AND DOCUMENTATION ARE COLLECTIVELY REFERRED TO AS THE “PRODUCT”), , IN ACCORDANCE WITH AND SUBJECT TO YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”).  THE SPECIFIC PRODUCT(S) AND SERVICES TO BE PROVIDED HEREUNDER ARE AS SPECIFIED IN PURCHASE ORDER TO WHICH THIS AGREEMENT IS ATTACHED (“PURCHASE ORDER”), AND ANY VALID SUBSEQUENT PURCHASE ORDERS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANISATION, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT SHALL MEAN COLLECTIVELY THE ORGANISATION AND THE END USER OF THE SOFTWARE. 

 
1.	OWNERSHIP. Products provided are not in the public domain. Shield, its affiliates and/or its licensors are the owners of all Product intellectual property rights, including, without limitation, patent, trademark, copyright, and trade secret rights, and the techniques and ideas embodied and expressed therein, including the structure, sequence, and organisation of the Software (collectively, the “Program Concepts”), and any derivatives therefrom. You acknowledge that, except for the limited licence granted hereunder, you have no rights in or to the Product, the Program Concepts, or any derivatives therefrom.
2.	GRANT OF LICENCE. If you accept the terms and conditions of this Agreement, you are granted a non-exclusive, non-transferable, non-assignable, perpetual (subject to the termination rights herein) licence to use the Product pursuant to the terms of this Agreement and to the extent as described in the Purchase Order. You may only use the Software in object code form solely for internal, in-house use. Upon either Shield or its Reseller accepting an order from you, you are entitled to install and use the Software to the extent and in the manner specified on such order. Except to the extent by law the following rights cannot be restricted, you may not (a) make any copies of the Product or its contents other than additional copies of the Product solely for back-up or archival purposes, (b) sublicense, reproduce, distribute, market, sell, transfer, or disclose the Product to any other party, (c) translate, modify, disassemble, or reverse engineer the Product, (d) create derivative works based on any portion of the Product, (e) obtain possession of any source code or other technical material relating to the Software, (f) use the Software in a production environment for the operation of a service bureau or otherwise directly or indirectly commercially exploit the Software, or (g) remove, alter, or obscure any copyright notice(s) or proprietary legend(s) contained on the media or included in the Product. Your right to use the Product is subject to your fulfillment of all payment obligations for the Product, and your continued compliance with the terms and conditions of this Agreement. 
3.	PROPRIETARY RIGHTS AND INFORMATION. You acknowledge and agree that the Product, Program Concepts, and all other information related thereto or disclosed or delivered to you in relation to this Agreement (“Shield Information”) represent Shield and its licensors’ confidential and proprietary information. You agree to keep Shield Information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer Shield Information to any third party or use Shield Information for any purpose whatsoever other than as expressly authorised by this Agreement. Your obligations with respect to Shield Information deemed “trade secret” (including, without limitation, all information concerning the use and operation of the Product, and the Product Concepts) under applicable law shall remain in effect for as long as Shield Information remains a trade secret, and for all other information for a period of 3 years following your receipt of Shield Information. Your obligations set forth under this Section shall survive termination of this Agreement. Except as specified in Section 7 below, your licence hereunder does not entitle you to receive any updates or any upgrades, although Shield may provide updates or upgrades to you from time to time. You agree that any updates or upgrades provided to you in Shield’s discretion are subject to the terms hereof. 
4.	WARRANTY. Shield warrants that: (a) as of date of Software purchase, and for 90 days thereafter, the Software will operate substantially in accordance with the Documentation. This warranty does not apply to defects caused by misuse, neglect, incorrect installation, computing environment or use, any alteration or repair. Any claim for breach of the above warranties must be brought by you within the warranty periods specified above. The exclusive remedy for any breach of the foregoing warranties is for Shield to repair, modify, replace or re-perform (each as applicable). The warranties specified above are subject to the exclusions specified in Section 7, and are subject to applicable law, and Shield shall provide you with additional warranty rights with respect to the Products and Services to the extend those rights cannot be excluded by those laws. 
5.	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SHIELD DOES NOT MAKE AND EXPRESSLY EXCLUDES ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE PRODUCTS, UPGRADES OR UPDATES (AND ANY COPIES OF THE SAME) PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED TERMS OF QUALITY, ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SHIELD DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PRODUCT SHALL BE UNINTERRUPTED OR ERROR-FREE.  
6.	LIMITATION AND CAP ON LIABILITY. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE, SHALL BE EXPRESSLY LIMITED AS FOLLOWS: (A) IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR EMPLOYEES OR AGENTS HAVE ANY LIABILITY FOR (WHETHER SUCH LOSSES OR DAMAGE WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE): (I) LOSS OF REVENUE, (II) LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING FOR LOSS OF PROFITS ON CONTRACTS), (III) LOSS OF THE USE OF MONEY; (IV) LOSS OF ANTICIPATED SAVINGS, (V) LOSS OF BUSINESS, (VI) LOSS OF OPPORTUNITY, (VII) LOSS OF GOODWILL, (VIII) LOSS OF REPUTATION, (IX) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, (X) COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, (XI) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS THE TYPE SPECIFIED IN (I) - (X) ABOVE); (B) SHIELD SHALL NOT BE RESPONSIBLE OR LIABLE FOR RECOVERY OF ANY DATA, AND YOU ACKNOWLEDGE YOUR RESPONSIBILITY FOR DATA, DATA BACKUP, AND DATA RECOVERY; (C) SHIELD SHALL NOT BE LIABLE FOR ANY OTHER LOSSES IN AN AMOUNT EXCEEDING THE FEES PAID HEREUNDER DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY AROSE; (D) SHIELD SHALL NOT BE LIABLE FOR TO ANY PERSON NOT A PARTY TO THIS AGREEMENT, WHETHER STATUTORY (INCLUDING, WITHOUT LIMITATION, ANY ACTS, DIRECTIVES, RULES OR REGULATIONS RELATING TO THE PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION), COMMON LAW, OR OTHERWISE. IN NO EVENT SHALL ANY PARENT, SUBSIDIARY, AFFILIATE OR LICENSOR OF SHIELD, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES THERETO (COLLECTIVELY “OTHER PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER; PROVIDED IF SUCH LIABILITY ARISES AND IS NON-EXCLUDABLE AS A MATTER OF LAW, SUCH OTHER PARTIES SHALL HAVE THE BENEFIT OF THE OTHER LIMITATIONS ON LIABILITY SPECIFIED IN THIS SECTION. THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF ESSENTIAL PURPOSE, CONSIDERATION, OR OF AN EXCLUSIVE REMEDY. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY FOR: (I) PERSONAL INJURY OR DEATH CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) FRAUD.
7. INDEMNIFICATION. Shield shall defend or settle at its expense any action, claim or proceeding, brought against you to the extent based upon a third party claim that the Product, when used as permitted under this Agreement, infringes any third party's patent, copyrights or trade secret ("Claim") and Shield agrees to pay you all liabilities, damages, losses costs, and expenses as incurred, including without limitation reasonable attorney fees finally awarded against you or paid in a settlement and arising out of such Claim. Shield's indemnity obligation shall not extend to claims based on: (i) an unauthorized modification or use of the Product made by any third party other than Shield, where the Product, without such modification or unauthorized use, would not be infringing; (ii) the combination of non-infringing items with any items not supplied by Shield, where the Product, without such combination, would not be infringing; (iii) the use by you of any version which is not the latest available version of the Product that was delivered to you; or (iv) any infringements of any open source component within the Product. As a condition to the defense set forth above, you shall give Shield prompt notice of any such claim made against it, and grant Shield sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof. If the Product or part thereof becomes, or in Shield's opinion may become, subject to any claim of infringement of any duly issued patent or copyright or asserted trade secret right and its use is thereby enjoined, Shield's sole liability shall be, at Shield's option, to either: (a) procure for you the right to continue using the Product; (b) replace or modify the, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, Shield shall refund the pro-rata share of the applicable Subscription Fee paid to Shield for such Product for the period following such infringement, upon the return or destruction (and certification of destruction) of the Product. This Section ‎7 states Shield's entire liability, and your exclusive remedy, for claims or alleged or actual infringement.
8.	VERIFICATION. At the request of Shield, you shall furnish Shield with a signed statement that the Product and the Program Concepts are being used pursuant to the terms and conditions of this Agreement. If Shield has reason to believe that the Product or the Program Concepts are not being used in accordance with the terms and conditions of this Agreement, you shall permit Shield to review your relevant records and inspect your facilities to verify compliance with this Agreement. Shield will conduct such inspection during normal business hours in a manner that does not unreasonably interfere with your business operations. In the event such inspection results in fees due to Shield, you shall immediately pay those fees to Shield, and any reasonable inspection costs.
9.TERM AND TERMINATION. This Agreement shall be effective upon your execution of this Agreement, and shall continue so long as you continue to abide by the terms and conditions in this Agreement. Shield hereby reserves the right to terminate this licence upon ten (10) days notice and failure to cure your breach of any of the terms contained in this Agreement, including failure to make payment or any breach of Sections 1, 2 or 3. Upon termination or expiration of this Agreement for any reason, you shall immediately return the Product and any copies to Shield, or, at Shield’s discretion and written notice to you, you shall permanently destroy all copies of the Product and any related materials in your possession or control.
10.INJUNCTIVE RELIEF. You acknowledge that remedies at law may be inadequate to provide Shield with full compensation in the event of your material breach of any: (i) license grant hereunder, (ii) confidentiality and nondisclosure obligations herein, or (iii) intellectual property rights of Shield, and that Shield shall therefore be entitled, without bond or other security obligation, to seek injunctive relief in such event.
11.GOVERNING LAW; FORUM. The laws of Israel apply to this Agreement to the exclusion of any other law.  The parties submit to the non-exclusive jurisdiction of the courts of Tel-Aviv, Israel.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties.  
12.COMPLIANCE WITH LAWS.  You represent, warrant and covenant that you (i) are and shall remain familiar with your obligations under any and all laws (including all laws, statutes, regulations, ordinances of any jurisdictional locality, and including, without limitation, all US and other laws applicable to the export and import of products and services, privacy and personal data, laws governing payments to government officials and other similar, comparable or equivalent laws, common law and equity, and any other laws applicable to a party’s performance under this Agreement) in jurisdictions where you operate, (ii) shall comply with all laws directly or indirectly applicable to your activities hereunder or otherwise pursuant to or in connection with this Agreement, the license or use of any Product, and the delivery of any support and/or services, and  (iii) shall provide any required notifications to data subjects, and obtain all rights and requisite consents from data subjects in accordance with all applicable laws and regulations in relation to the collection, use, disclosure, creation and processing of personal data, and in connection with the license and/or use of any Product, and the delivery of any support, services, proof of concept and/or Product demonstration.
13.WAIVER / SEVERABILITY. The failure of Shield to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained in this Agreement.
14.ASSIGNMENT. Except to the extent such rights cannot be restricted by applicable law, you cannot assign, sublicense, or transfer this Agreement without the prior written consent of Shield, and any such attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void, and subject to Shield’s right to immediately terminate this Agreement. 
15.ENTIRE AGREEMENT / MODIFICATIONS.  Except as otherwise specified in this Section, this Agreement, plus the terms on any order signed in hardcopy form by both you and Shield, comprises the entire agreement between you and Shield, and supersedes any other agreement or discussion, oral or written, with respect to the subject matter of this Agreement, and may not be changed except by a written agreement signed in hardcopy form between the parties. Preprinted, additional or conflicting provisions on your purchase order or on either party’s acknowledgement forms, whether presented before or after the terms of this Agreement, and including any integration clauses contained therein, shall not apply unless agreed to by both parties in writing signed in hardcopy form. You agree that your use of the Product signifies your agreement to all terms and conditions of this Agreement. Notwithstanding any of the foregoing, in the event the parties to this Agreement have executed, in hardcopy form, a separate agreement covering the subject matter herein, that separate agreement shall continue to govern and control the parties with regard thereto, and shall supersede in all respects the terms of this Agreement.

SHIELDFC LTD. CONFIDENTIAL AND PROPRIETARY INFORMATION