End User License Agreement for Database Security and Compliance HexaTier END-USER LICENSE AGREEMENT HexaTier Ltd. (Formerly GreenSQL) 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"). 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 HEREBY 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. FURTHERMORE, 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 AND YOU WILL NOT RECEIVE ACCESS TO THE SOFTWARE. IF YOU INTEND TO USE THE FREE OF CHARGE LIMITED VERSION OF THE SOFTWARE (THE "FREE VESION"), PLEASE NOTE ALSO TO THE SPECIFIC CONDITIONS RELATED THERETO, AS REFERENCED IN SECTION 11 BELOW. The terms and conditions of this agreement, are entered into as of the date hereof, by and between HexaTier 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" means the person and/or the legal entity who being licensed to use the Software under this Agreement. "Customer Facility" means the location at which the Customer's Server is located and the Software shall be installed. "Server" The single server unit, regardless of platform or operating environment, on which Customer's will load and/or use the Software. "Services" mean any maintenance and support services regarding the Software that may be provided from time to time by HexaTier subject to the terms of this Agreement. "Software" means the modules of HexaTier software, including without limitation, any (i) 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; (ii) documentation, specifications and other materials related to the Software and provided to Customer (iii) know-how, algorithms, procedures, techniques and solutions, reflected or embedded in the Software; and (iv) improvements, derivative products, updates, upgrades, error-corrections or other modifications of the Software. 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), HexaTier hereby grants to Customer non-exclusive, non-transferable, license to use the Software installed on one Server, for its internal use only, at the Customer Facilities. 2.2 Restrictions. Customer shall not: (i) use or authorize any person to use the Software at or from a facility unless it is a Customer Facility; (ii) transfer, sublicense or otherwise distribute the Software to any third party; (iii) reproduce the Software or any part thereof; (iv) modify, improve, make derivative works of, publicly perform, publicly display, make, have made, sell, offer to sell or import the Software; (v) rent, lease or loan the Software to any third party (including but not limited to offering the functionality of the Software on an application service provider or time-sharing basis) or authorize any third party to do the same; (vi) disassemble, decompile, or reverse engineer any portion of the Software provided in object code form into human perceivable form (except to the extent such restrictions are prohibited by applicable law); (vii) remove or alter any proprietary notices associated with the Software; or (viii) use any Software copies made for disaster recovery purposes concurrently with another copy of the Software or in a manner that would exceed the number of Software copies authorized for use in any given Customer Facility. All rights not expressly granted in this Section ?2 are hereby reserved. 3. EVALUATION USE. If the Customer have downloaded, or otherwise obtained, a trial (unlicensed) version of the Software, the Customer can use it for up to 30 days for the sole purpose of evaluation and determining whether it meets his requirements. THIS IS NOT FREE SOFTWARE. At the end of the 30 days, 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 Computer. Using the Software after the 30-days evaluation period without payment of the applicable Fees is strictly prohibited and shall constitutes a violation of HexaTier's rights hereunder. 4. SERVICES. Customer will provide all cooperation and assistance reasonably requested by Green SQL to perform the Services. 4.1 Maintenance and Support. Services of maintenance and support shall be provided by Green SQL subject to the execution by the Customer of HexaTier's Standard Maintenance and Technical Support Agreement as in effect at such time, and subject to the payment of any applicable Maintenance and Support Fees by the Customer. 5. OWNERSHIP. HexaTier owns all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights (collectively, "Intellectual Property Rights") in and to the Software (or any part thereof). 6. FEES. 6.1 Payments. Customer will pay to HexaTier any applicable fees as a preliminary condition to any use of the Software ("Fees"). 6.2 Taxes. All Fees payable under this Agreement are net amounts and are payable in full, without any deduction for taxes or duties of any kind. Customer shall pay all national, state, or local excise, sales, use, withholding, value-added, or other taxes or duties (except for taxes based on HexaTier's net income) arising out of this Agreement. 7. CONFIDENTIALITY. 7.1 Definition. "Confidential Information" means information disclosed by one party ("Disclosing Party") to another party ("Receiving Party"), which information (i) pertains to the Software (whether or not disclosed in writing); including any know-how, technical information, documentation, designs or specifications; (ii) constitutes business information of either party and is designated in writing as confidential or proprietary (or with a similar legend); (iii) constitutes the terms and conditions of this Agreement; (iv) constitutes a trade secret; and (v) is designated in writing as confidential at the time of disclosure if such information is disclosed orally. 7.2 Exclusions. Notwithstanding anything in Section ?7.1 above, Confidential Information shall not include information which (i) was in the public domain at the time it was disclosed; (ii) enters the public domain or becomes generally available to the public without violation of this Agreement by the Receiving Party; (iii) was known to the Receiving Party, without restriction as to use or disclosure, at the time of the disclosure, (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party; or (v) becomes known to the Receiving Party from a third party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights. 7.3 Restrictions. The Receiving Party shall not disclose to any third party any Confidential Information of the Disclosing Party without the Disclosing Party's express written consent. The Receiving Party shall not use Confidential Information of the Disclosing Party except to perform its obligations under this Agreement. The Receiving Party shall use reasonable care to keep secret the Confidential Information of the Disclosing Party, which degree of care will in no event be less than the security precautions it uses to protect its own Confidential Information of like importance. Notwithstanding anything in this Section ?7, the Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a valid order issued by a court or government agency, provided that the Receiving Party (i) first provides the Disclosing Party with prior written notice and a reasonable opportunity to oppose such disclosure or obtain a protective order; and (ii) reasonably cooperates with the Disclosing Party to limit disclosure of the Confidential Information. The Receiving Party shall immediately notify the Disclosing Party upon the discovery of any loss or unauthorized disclosure of Confidential Information of the Disclosing Party. 8. WARRANTY; WARRANTY DISCLAIMER. 8.1 Warranty. 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. Furthermore, HexaTier represents and warrants that for 30 days after the Effective Date of this Agreement, the Software will materially comply with its specifications. 8.2 Disclaimer. EXCEPT AS PROVIDED SPECIFICLLY IN SECTION ?8.1 ABOVE, HexaTier PROVIDES THE SOFTWARE "AS IS." HexaTier DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HexaTier DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE. HexaTier MAKES NO WARRANTIES, REPRESENTATIONS OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING SUITABILITY FOR USE WITH THIRD PARTY PRODUCTS OR PERFORMANCE OF THE SOFTWARE, WHETHER MADE BY HexaTier's EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT. THE FOREGOING DISCLAIMERS WILL APPLY EVEN IF ANY WARRANTY PROVIDED UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 8.3 Remedy. FOR ANY CLAIM BROUGHT UNDER THIS SECTION 8, HexaTier's SOLE AND EXCLUSIVE OBLIGATION AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WILL BE FOR HexaTier , AT ITS SOLE OPTION AND EXPENSE, TO REPAIR OR REPLACE THE SOFTWARE SO THAT IT COMPLIES WITH THE WARRANTY IN SECTION ?8.1. IF HexaTier DETERMINES THAT NEITHER OF THOSE ALTERNATIVES IS PRACTICAL OR OTHERWISE REASONABLY AVAILABLE, CUSTOMER WILL RETURN THE SOFTWARE TO HexaTier AND HexaTier WILL REFUND TO CUSTOMER ALL FEES PAID TO HexaTier FOR SUCH SOFTWARE. 9. LIMITATION ON LIABILITY. IN NO EVENT WILL HexaTier 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 HexaTier's LIABILITY TO CUSTOMER IN ANY ACTION RELATING TO OR ARISING FROM THIS AGREEMENT EXCEED THE AMOUNTS PAID HEREUNDER TO HexaTier 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. 10. TERM AND TERMINATION. 10.1 Term. This Agreement will commence on the Effective Date and will continue unless terminated as provided in this Section ?10. 10.2 Termination. Customer may terminate this Agreement for convenience upon 30 days written notice to HexaTier. HexaTier may immediately terminate this Agreement, upon written notice, if Customer breaches this Agreement, including but not limited to failure to pay the Fees, and fails to cure such breach within 7 days' written notice. 10.3 Effect of Termination. Upon any termination or expiration of this Agreement, 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 not further use the Software. The provisions of Sections ?2.2, ?5, ?6, ?7, ?8, ?9, and ?11 will survive any termination or expiration of this Agreement. 11. Free version of the Software. Notwithstanding anything to the contrary in this agreement, it is hereby clarified that any use of the Free Version of the Software, is not subject to the payment of any fee and therefore will be made upon Customer's sole and exclusive responsibility and liability. HexaTierL shall have no liability or warranty of any kind whatsoever for any use by Customer of such Free Version of the Software, and accordingly, Sections 3, 4, 6, 8.1 and 8.3 hereunder shall not apply with respect thereto. HexaTier PROVIDES THE FREE VERSION OF THE SOFTWARE "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. HexaTier DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HexaTier DOES NOT WARRANT THAT THE FREE VERSION OF THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE. HexaTier MAKES NO WARRANTIES, REPRESENTATIONS OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING SUITABILITY FOR USE WITH THIRD PARTY PRODUCTS OR PERFORMANCE OF THE FREE VERSION OF THE SOFTWARE, WHETHER MADE BY HexaTier's EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT. 12. Compliance With Export Control Laws. Customer acknowledges that Software is subject to the export control laws and regulations of Israel the United States ("U.S.") and agrees to abide by those laws and regulations as such may change from time to time. By law, Software may not be downloaded, deployed or otherwise exported, reexported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. Each or both Israel and the U.S. currently has embargo restrictions against Cuba, North Korea, Iran, Syria or Sudan. The lists of restricted end-users are maintained on (i) the U.S. Commerce Department's Denied Persons List, the Commerce Department's Entity List, the Commerce Department's List of Unverified Persons, and the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons and (ii) Israel's Trade with Enemy States Order. In addition, the Software may not be downloaded, deployed or otherwise exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons. By downloading, installing or otherwise using the software, Customer warrants that he is not (i) located in, or a resident or national of, a restricted country; (ii) on any of the israeli and u.s. lists of restricted end-users; or (iii) engaged in any activity related to weapons of mass destruction. Customer acknowledges that the requirements and restrictions of Israeli and U.S. law as applicable to him may vary depending on the software downloaded or used, and may be changed from time to time. 13. MISCELLANEOUS. 13.1 Compliance with Laws. Each party will comply with all laws and regulations applicable to its activities under this Agreement. 13.2 Assignment. Customer may not assign this Agreement, in whole or in part, without HexaTier's prior written consent. HexaTier shall be entitled to assign it obligations under this Agreement upon prior notice to Customer, provided that Customer's rights under this Agreement shall not be prejudiced. 13.3 Publicity. Upon implementation of the Software, (i) the parties will issue a joint press release regarding Customer's implementation of the Software, and (ii) upon reasonable requests from HexaTier, Customer will participate in public relations activities pertaining to the use of the Software, which may include participation in press and analyst interviews highlighting the benefits of the Software and participating in press releases and responding to queries from potential Customers of the Software. HexaTier may use Customer's logo to identify Customer as a customer of HexaTier in HexaTier's promotional materials and website. 13.4 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 and deemed to have been received on the date of the facsimile 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. 13.5 Equitable Relief. Each party acknowledges that a breach by the other party of Sections ?2, ?5 or ?7 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. 13.6 General Terms. 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. This Agreement will be governed by and construed in accordance with the laws of the state of Israel. Any suit arising out of or related to this Agreement will be brought solely in the courts of Tel Aviv, Israel. This Agreement contains the entire understanding of the parties relating to the subject matter and supercedes all prior agreements and understandings, both written and oral, regarding such subject matter. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing, signed by both parties. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall continue in full force and effect, and the parties shall substitute a valid provision with the same intent and economic effect. This Agreement may be executed in counterparts, each of which will be deemed an original.