END USER SUBSCRIPTION AGREEMENT IMPORTANT - PLEASE READ CAREFULLY THE TERMS OF THIS END USER SUBSCRIPTION AGREEMENT (“AGREEMENT”). BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON OR BY INSTALLING, ACCESSING AND/OR USING ILLUSIVE’S SOFTWARE (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT (“YOU” OR “USER”), ARE ENTERING INTO A LEGAL AGREEMENT WITH THE ILLUSIVE NETWORKS ENTITY SPECIFIED IN THE APPLICABLE ORDER (“ILLUSIVE”), WHETHER DIRECTLY WITH ILLUSVIE OR THROUGH A PARTNER, RESELLER OR DISTRIBUTOR AUTHORIZED BY ILLUSIVE (“PARTNER”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” OR INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD AND AGREED TO THESE TERMS. FURTHERMORE, 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. IF YOU HAVE PURCHASED THE SOFTWARE SUBSCRIPTION GRANTED HEREUNDER FROM A PARTNER (“PARTNER ORDER”), THEN, AS BETWEEN YOU AND ILLUSIVE, THIS AGREEMENT SHALL PREVAIL. ANY RIGHTS GRANTED TO YOU IN SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN CONNECTION WITH THE PARTNER. IN THAT CASE, YOU MUST SEEK REDRESS OR REALIZATION OR ENFORCEMENT OF SUCH RIGHTS SOLELY WITH THE PARTNER AND NOT ILLUSIVE. 1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meaning: 1.1 “Documentation” means the user’s guides and technical manuals delivered by Illusive and/or Partner to User. 1.2 “End User Order” means any written or electronic order form issued by Illusive and agreed to by User by clicking and/or execution, as applicable, for the provision of the applicable rights granted under this Agreement. 1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the Software. 1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyrightable, copyrightable works, copyrights (including droit morale), and applications, registrations and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in connection therewith; (v) trade secrets and Confidential Information (as defined in Section ‎5.1); and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium. 1.5 “Subscription Activation Key” means the code provided to User for activation of the Software. 1.6 “Order” means either a Partner Order or End User Order, as the case may be. 1.7 “Software” means the object code version of Illusive's software as described in the applicable Order, including any Documentation and any updates and/or upgrade thereto (to the extent delivered). 2. Software Subscription 2.1 Grant of Rights. Subject to the terms and conditions of this Agreement and the applicable Order, Illusive hereby grants User a personal, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Software in object code form, as described in the applicable Order, solely for User’s internal business security purposes (the “Subscription”), subject to the payment of the applicable subscription fees. 2.2 Acceptance. All Software shall be deemed accepted upon delivery of the Subscription Activation Key. 2.3 Documentation. Illusive and/or its Partner may make Documentation available for User to use for its internal business purposes and solely in connection with User’s use of the Software during the term of this Agreement. User may print or copy the Documentation as needed for its own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered the Confidential Information of Illusive. 2.4 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, User shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, User agrees and undertakes not to: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software or allow any third party to use the Software in any manner; (ii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software; (iv) copy or allow copies of the Software to be made (except for backup purposes); (v) make the Software accessible to other users or the public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement, and/or (x) represent that it possesses any proprietary interest in the Software. The respective right(s) granted to User under this Agreement may be further subject to User's compliance with additional use restrictions and/or limitations specified in the applicable Order (such as maximum number of authorized users), which, for the avoidance of doubt, are in addition to, and without derogating from, any other use restrictions set forth herein. 2.5 Professional services. Illusive may offer certain professional services in conjunction with Software (“Professional Services”). The use of Professional Services are subject to additional terms and conditions, and may entail additional costs and expenses. 2.6 Open Source and Third Party licenses. The Software: (i) includes certain open source code software and materials (as shall be listed in the documentation of the Software) (“Open Source Software”) that are subject to their respective open source licenses (“Open Source Licenses”); and (ii) may include certain third party software which are not subject to Open Source Licenses (“Third Party Software”). Such Open Source Licenses contain list of conditions with respect to warranty, copyright policy and other provisions, all of which are available within the Software's notice file (“Notice File”), as may be amended from time to time by Illusive, at its sole discretion. Such Notice File may also include certain notices and/or list of conditions with regard to certain Third Party Software (“Third Party Terms”). By executing this Agreement, User undertakes to strictly comply with the terms and conditions of the Open Source Licenses and Third Party Terms, as may be amended by Illusive from time to time. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and/or the Third Party Terms and the provisions of this Agreement, the provisions of the Open Source Licenses and Third Party Terms shall prevail. 3. Usage Audit. Illusive may request, at least once per year during the term of this Agreement, that User furnish it with a report (in a format requested by Illusive) concerning User’s use of the Software, in order to verify that User’s usage of the Software is in accordance with the terms of this Agreement and the applicable Order. 4. Title & Ownership. ILLUSIVE DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR ANY PART THEREOF, TO USER. The Documentation, Software (excluding any Open Source Software and Third Party Software therein which are owned by their respective licensors) and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of User, and irrespective of any support and/or assistance Illusive may, will or had received from User, or any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided to User pursuant to this Agreement, shall remain Illusive’s sole and exclusive property. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Software, or part thereof, are and shall be owned solely and exclusively by Illusive. Nothing in this Agreement shall constitute a waiver of Illusive’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such. It is further agreed that to the extent User provides Illusive and/or the Partner with Feedback, User acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Illusive and User hereby irrevocably and unconditionally transfers and assigns to Illusive all intellectual property rights in such Feedback and waives any and all moral rights that User may have in respect thereto, and that such Feedback shall be considered Illusive's Confidential Information. It is further understood that use of Feedback, if any, may be made by Illusive at its sole discretion, and that Illusive in no way shall be obliged to make use of any kind of the Feedback or part thereof. 5. Confidentiality. 5.1. Confidential Information. Each party (“Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (“Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend. The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, however, any information that the Receiving Party knew or should have known, under the circumstances, would reasonably be considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party. 5.2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 5.3. Exceptions. The Receiving Party’s obligations under this Section, with respect to any Confidential Information of the Disclosing Party, shall not apply to and/or shall terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 6. Warranties. Illusive warrants that: (i) to its knowledge, it has the right to grant User the Subscription; and (ii) for a period of ninety (90) days from the delivery of the Software (the “Warranty Period”), the Software will materially conform to Illusive’s published technical specifications in effect as of the date of manufacture. User’s sole and exclusive remedy for breach of these warranties shall be to notify Illusive within the Warranty Period, detailing the nonconformance, in which case Illusive shall use commercially reasonable efforts to replace or repair the Software or the applicable portion thereof. In case of failure to repair or replace the Software, you shall have the right to terminate this Agreement within fourteen (14) of such failure and you will have the right to be reimbursed for any amounts pre-paid by you for the remaining, unused period of the Production Subscription. 7. Warranty Exclusions. The warranties set forth in Section ‎6 are contingent upon User’s proper use of the Software, and shall not apply if Illusive reasonably determines that the defective Software (i) has been subject damage caused by abuse, misuse, alteration, neglect, negligence or unauthorized repair, storage or installation, (ii) has failed due force majeure; or (iii) by the use or attempted use of Software other than that supplied and supported by Illusive. Illusive will use commercially reasonable efforts to repair, replace or, if applicable, refund pursuant to the foregoing warranty. 8. Warranty Disclaimers. AS BETWEEN USER AND ILLUSIVE, AND EXCEPT AS SET FORTH IN SECTION ‎6, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR INTENDED OR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS OR WILL ACHIEVE ANY SPECIFIC RESULTS OR TOOLS AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ILLUSIVE DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS PROVIDED OR MADE TO USER BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATONS ARE THE SOLE RESPONSIBILITY OF THE PARTNER. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply. 9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ILLUSIVE AND/OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE. ILLUSIVE’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM USER’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID OR PAYABLE BY USER TO ILLUSIVE FOR USING THE SOFTWARE OVER A 12 MONTH PERIOD, TO BE CALCULATED ON A PRO-RATA BASIS IN ACCORDANCE WITH APPLICABLE ORDER. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION ‎9 SHALL APPLY: (i) EVEN IF ILLUSIVE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (ii) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (iii) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY. 10. Indemnification. 10.1. Illusive shall defend and hold harmless Licensee, from and against any third party claim, action, suit or proceeding alleging that the Software, when used pursuant to Illusive's instructions and in conformity with the Documentation, infringes any valid patent or copyright (each, an “Infringement Claim”), and Illusive shall pay Licensee all costs, liabilities, damages and reasonable attorney's fees finally awarded against Licensee by a court of competent jurisdiction in connection with such Infringement Claim or paid by Licensee in resolving or settling such Infringement Claim. If the Software, or parts thereof, becomes, or in Illusive’s opinion may become, the subject of an Infringement Claim, Illusive may, at its option, either (x) procure for Licensee the right to continue using such Software, (y) modify or replace such Software with substantially equivalent non-infringing products, or (z) if Illusive determines that the foregoing remedies are not reasonably available, terminate this Agreement. Notwithstanding the foregoing, Illusive shall have no indemnification obligations with respect to any third party claim or action based on or related to (a) the use of the Software, or any part thereof, in combination with any software, hardware, data, or other materials or products not supplied by Illusive, if such infringement would have been avoided by use of the Software alone; (b) use of the Software other than as specified in or in violation of this Agreement, End User License Agreement and/or in the applicable Documentation, if such infringement would have been avoided but for such use; and/or (c) the modification of the Software by anyone other than Illusive, where such infringement would not have occurred but for such modification. 10.2. Illusive’s indemnification obligations shall be subject to Licensee: (i) notifying Illusive promptly in writing of such action; (ii) ceding complete control over the defense and/or settlement of the Infringement Claim; (iii) providing reasonable cooperation and assistance in the defense of such Infringement Claim; and (iv) not entering into any settlement or compromise of any such action without Illusive’s prior written consent, which will not be unreasonably withheld. 10.3. THE FOREGOING STATES THE ENTIRE LIABILITY OF ILLUSIVE AND LICENSEE'S SOLE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 11. Government Use. If User is part of an agency, department, or other entity of the United States Government (“US Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software may restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a "commercial item", "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR Part 12.212, and DFARS Part 227.7202 and 252.7014(a) and their successors. In accordance with such provisions, any use of the Software by the US Government shall be governed solely by the terms of this Agreement. 12. Export Laws. User agrees to comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. For clarity, and without derogating from Section ‎13 (Term and Termination) above, in case of any change of any applicable law, policy or regulation, which might affect Illusive's business, Illusive will have the right to terminate this Agreement and the rights granted hereunder and the User shall have no claims regarding such termination. 13. Use of Personal and Statistical Data. 13.1. To the extent that personal data is collected and/or processed by us, it shall be done in accordance with our privacy and data protection practices, available at: https://www.illusivenetworks.com/privacy-policy/. 13.2. We may collect and use certain statistical, non-identifiable data related to User’s use of the Software, in order to monitor and improve our Software, and enhance your experience with the Software, in the event the User’s opts in to share with us such data. Such data may be stored with third party repositories who ensure at least an industry standard level of protection to such data, and are compliant with applicable law. 14. Term and Termination. 14.1. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the Subscription granted under Section ‎2.1 shall remain in effective for the duration of the term set forth in the applicable Order. 14.2. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach or default of any material provision of this Agreement, and, if such breach curable, fails to cure the breach or default, within thirty (30) days after being given written notice by the non-breaching party, specifying details of the breach or default and requiring the same to be remedied. 14.3. Termination in the Event of Default. Either party may terminate this Agreement immediately, in the event the other party: (i) is judged bankrupt or insolvent; (ii) makes a general assignment for the benefit of its creditors; (iii) a trustee or receiver is appointed for such party or for any of its property; or (iv) any petition by or on behalf of such party is filed under any bankruptcy or similar laws. 14.4. Consequences of Expiration or Termination. Upon expiration or termination of this Agreement pursuant to Sections ‎13.1- ‎13.3 above, User will: (i) immediately cease use of the Software; (ii) return the Software and all copies thereof, as well as the Documentation to Illusive; (iii) erase or otherwise destroy all copies of the Software in its possession, which is fixed or resident in the memory or hard disks of its computers; and (iv) return to Illusive any and all Confidential Information then in its possession. Notwithstanding the foregoing, in the event of expiration or termination of this Agreement for any reason, Receiving Party may maintain such copies of Disclosing Party’s Confidential Information as may be: (a) required to comply with applicable law or regulation; or (b) required by Receiving Party’s internal record keeping policies; provided that any such retained Confidential Information shall remain subject to the terms of this Agreement. 14.5. Survival. The provisions of this Section 13.6 and Sections ‎2.4, ‎4 (Title &Ownership), ‎5 (Confidentiality), ‎8 (Warranty Disclaimer), ‎9 (Limitation of Liability), ‎14.4 (Consequences of Expiration or Termination) ‎16 (Governing Law and Disputes) and ‎18 (General) shall survive the termination, expiration or other ending of this Agreement. 15. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Illusive without restriction or notification. Any assignment in breach of this Agreement shall be null and void. 16. Governing Law and Disputes. This Agreement, and any disputes between User and Illusive in connection with this Agreement or the Software shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules; and User agrees to submit to the personal and exclusive jurisdiction of the courts located in New York County, New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding anything to the contrary, Illusive may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in the local jurisdiction in which the breach occurs. 17. Publicity. User hereby agrees that Illusive may use the existence of its business relationship with the User for advertising purposes or for other external communication purposes (including press releases); the same shall apply to Illusive’s use of a User’s name, trademarks or logo as a reference customer. 18. General. This Agreement, including the preamble to this Agreement, shall constitute the entire agreement between User and Illusive concerning the Software. In the event of a conflict between this Agreement and the Order, then, subject to Illusive’s prior written consent, the terms of the Order shall prevail with respect to the subject matter of such Order. Illusive hereby rejects any term, provision or condition in User purchase order or other communication which conflicts with, or purports to add to or modify this Agreement and any such term, provision or condition shall be deemed stricken and shall not be binding upon Illusive unless and until an officer of Illusive expressly accepts such term, provision or condition in writing. No amendment to this Agreement will be binding unless in writing and signed by Illusive and User. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, (i) the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect; and (ii) the invalid provision shall be substituted with a provision that most closely approximates the original legal and economic effect of the invalid provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. All section and sub-section headings used in this Agreement are for convenience only, and shall not be relied upon or used in interpreting this Agreement. USER EXPRESSLY ACKNOWLEDGES THAT USER HAS READ THE TERMS OF THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SIGNING THIS AGREEMENT, OR CLICKING “I AGREE”, “ACCEPT” OR SIMILAR BUTTON, AND/OR CONTINUING TO DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE (AS APPLICABLE), USER EXPRESSLY CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.