Version Date: May 7, 2023

These SaaS Services Terms and Conditions (“Services Terms”) set forth the terms and conditions pursuant to which Danalix Software Limited (hereinafter referred to as “Danalix”, “we”, “us”, “our”) provides SaaS Services (the “Services”) to customers (hereinafter referred to as “Customer”, “you”, “your”, “yours”). Danalix may update these Services Terms from time to time, provided, however, that if such changes have a material adverse effect on a particular Service, such changes shall not be effective for such Service until the next renewal date for such Service. The Software includes all the software in Danalix products, including updates or modified software provided to the Customer by Danalix, whether stored on media or downloaded via any method, but not Excluded Software, as defined below.

Agreement And Modification Of Agreement: We reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through a link on this website’s home page and/or by giving the Customer prior notice of a modification. Customer should check this Agreement periodically for modifications by scrolling to the bottom of the page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO THE CUSTOMER, THE CUSTOMER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. THE CUSTOMER’S CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF AN AMENDED AGREEMENT OR PROVIDING A NOTICE OF A MODIFICATION TO THE CUSTOMER WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION BY THE CUSTOMER.

1. Documents Making Up this Agreement

This agreement (“Agreement”) consists of the following documents:

• a) The Quote
• b) These Services Terms including its Exhibit A (SLA)

2. Definitions

“Administrator” means a Customer or a contractor or employee of a Customer to whom the Customer has delegated the authority to designate Authorized Users and Authorized Clients (both defined below).

“Authorized Client” means a client of an Authorized User (defined below) and who has been authorized by an Authorized User to use client version of the Services for the duration of their relationship.

“Authorized User” means a Customer including all of the Customer’s partners, members, employees, temporary employees, and independent contractors.

“Customer” means the purchaser of the subscription for the Services or an Authorized Client as indicated above.

“Danalix” means, as applicable, Danalix Software Limited. or the applicable Danalix affiliates.

“Danalix Span of Control” means the system, services, Danalix- provided software and networking behind an edge router or gateway in Danalix’s cloud environments required to offer the Service as described in the Offer Specific Provisions. For the avoidance of doubt, the Internet, Customer supplied networking or Customer supplied systems are not in Danalix’s Span of Control.

“Data” means the data that is created using the Service or transmitted to, loaded into, or stored in the Service by Customer and Users.

“Downtime” means the time that the Service is unavailable. Downtime can either be Excused Downtime or Unexcused Downtime.

“Downtime Percentage” shall equal the result obtained by subtracting the service availability percentage from 99.5%.

“Excused Downtime” is Downtime due to any of the causes listed below:

• Failures outside Danalix’s Span of Control such as Downtime due to failure of the Internet or third-party software integrated with Danalix or Customer’s network, or Downtime resulting from third party software hosted by the Customer.
• Downtime resulting from applications, customizations, integrations or configurations developed for or by Customer that are running on or interacting with Service.
• Planned maintenance or downtime for which Danalix provides Customer advance notification. Emergency maintenance or downtime for which Danalix will make commercially reasonable efforts to provide Customer advance notification
• Downtime resulting from a Customer disabling the Service in the case of a Service where the customer can enable or disable the Service or user access.
• Force Majeure events

“High-Risk System” means a device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault- tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High-Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.

“Offering” means a purchasable Service offering (“Quote”) as defined below and as stated in the subscription section of Danalix Software, Danalix website or other authorized Danalix promotional channels

“Quote” means a purchasable Service offering as defined in the subscription section of Danalix Software, Danalix website or other Danalix authorized promotional channels or a Danalix authorized offer or order agreement approved by Danalix that references these Services Terms

“SaaS Services” means Danalix providing SaaS services so that Customer may access the Service via the internet as specified in this Agreement. “Service Level Agreement” (“SLA”) means Danalix’s commitments related to Service availability as specified in Exhibit A.

“Service” means the SaaS Services

“Service Period” means the term that Danalix commits to perform the Services (i.e., the initial term and any renewal terms), per Section 11 of these Services Terms.

“Storage” means the persistent storage consumed by the Data included in the applicable Service. Refer to the Offering specific provisions for details in regards to particular Service offerings.

“Synthetic User” means an account that is not for a human user that enables indirect access to the Service or the Data by multiple users

“Third Party Application” means non-Danalix software that Danalix has integrated into its software or that Customer requests Danalix to host for Customer, and which Danalix accepts to host, as a part of the Service.

“Unexcused Downtime” is Downtime that is not Excused Downtime.

“User” means customer or persons who are employees or consultants or business partner or client of Customer, and whom Customer authorizes to access the Service

3. Services

We will provide Customer with the non-exclusive right to access the Service during the Service Period solely for Customer’s internal business purposes and solely in accordance with this Agreement. Customer may permit its wholly owned subsidiaries or staff to exercise its rights or perform its obligations under this Agreement; provided that, (a) all acts and omissions of any such subsidiary shall be deemed to be those of Customer and Customer shall be responsible therefor, and (b) Customer hereby agrees to the relevant provisions of this Agreement on behalf of such subsidiaries or staff.

a). WE WILL GRANT TO THE CUSTOMER RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES DESCRIBED ON THIS DANALIX WEBSITE ONLY UPON THE CONDITION THAT THE CUSTOMER ACCEPTS ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. CUSTOMER SHOULD READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE AGREEING TO THE TERMS AND CONDITIONS. THE CUSTOMER MAY ENTER INTO THIS AGREEMENT AS AN INDIVIDUAL PERSON (A “CUSTOMER”) OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY (A “CUSTOMER”), YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION OR ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN DANALIX IS NOT DISPOSED TO GRANT, AND HAS NOT GRANTED, YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS WEBSITE.

b). Modification of Services. Danalix reserves the right to modify the Services from time to time; however, future modifications will not result in a diminution of the functionality or quality of the Services. New features may be offered in the future for an additional fee, and if Customer chooses to purchase the new feature, it shall be deemed to be part of the Services.

c). Provision of Online Services. Subject to the terms and conditions herein, Danalix shall provide, and hereby grants a non-exclusive and non-transferable right to Customer to access and use the Services during the term of this Agreement only to the extent of authorized use and conditions as specified in Customer’s subscription and signup page for the Services (“Authorized Use”). This Agreement provides for Customer’s use of the Services generated by Danalix software and it is not otherwise an agreement for the sale or license of Danalix software. Customer shall only use the Services for Customer’s internal business purposes of collating, processing, storing and maintaining Customer’s data, and not for the purposes of resale. Customer is solely responsible for providing Customer’s Internet access and all other technology for Customer’s access to the Services.

d). Restrictions of Use. Customer agrees that Customer’s use of the Services will be in a manner consistent with this Agreement and with all applicable laws and regulations. Without limiting the generality of the foregoing, Customer will not: (a) abuse or misuse the Services, including gaining or attempting to gain unauthorized access to the Services, or altering or destroying information in the Services except in accordance with accepted practices; (b) allow access to the Services other than the extent of Authorized Use specified in Danalix subscription and signup page; (c) permit any third party that is not an affiliated entity to use or access the Services; (d) process or permit to be processed the data of any third party that is not an affiliated entity; or (e) attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of Danalix technology. In addition, Customer is not authorized to use the Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way (i) email in violation of any law or regulation, including without limitation, laws or regulations regarding “Spam”, text or short messages “SMS”, software viruses, and malicious computer code, and (ii) lewd, obscene, pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at Danalix’s sole discretion.

e). Credentials for access to the Services may not be used by more than one individual. Customer may not create an account to serve as a Synthetic User of the Services. Customer is responsible for use of the Services by all Users that access the Services with Customer’s account credentials.

f). If there is a complaint or notice of violation, or if we otherwise learn of violation, use and access may be suspended until the same is resolved or permanently.

g). Customer shall not copy, download or otherwise reproduce the Service in whole or in part

h). If the Quote identifies a Service or environment as being “developer”, “development”, “sandbox”, “demo”, “evaluation” or similar non-production service or environment, then Customer will use such Service or the applicable environment only for non-production purposes.

i). Availability of the Service. The Service, or any feature or part thereof, may not be available in all languages or in all countries and we make no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent Customer chooses to access and use the Service, Customer does so at Customer’s own initiative and Customer is responsible for compliance with any applicable laws.

j). Accuracy of Language Translation. English language is the official language of Danalix. Translation of language may be provided as part of the service. We make no representation as to the accuracy of the language translation. To the extent Customer chooses to access and use the language translation feature of the Service, the Customer does so at the Customer’s own initiative and at the Customer’s own risk and the Customer is responsible for ensuring that the language translation is accurate.

k). General Disclaimer Regarding Reliability of All Forms, Templates, Precedents, Insights, Guides, and other materials or content and services The forms, templates, precedents, insights, guides, and other materials or content and services provided in the Danalix software or website are general in essence and in every material particular. Danalix users must have recourse to the extant laws, rules and regulations in their jurisdictions to identify the applicable legal, accounting and tax requirements in their specific jurisdictions and determine the sufficiency or otherwise of the forms, templates, precedents, insights, calculations and/or other materials or content and services contained in the Danalix software or website. Danalix makes no representations with respect to the suitability of the templates, forms or other materials for any particular client or case scenario and assumes no responsibility whatsoever for any errors or omissions in the templates, forms or materials or services of any kind. The forms, templates, precedents, insights, and other materials or content and services are provided for educational or informational purposes only and are not intended to provide legal, accounting or tax advice and should not be relied upon in that respect. The computation or calculations in the Danalix software or website may contain unintended errors. Customer should not act or rely solely on any information in the Danalix software or website, or any sites linked to Danalix website without seeking the advice of a professional or doing your own independent research. Any opinion, advice, article, publication, statement, service, offer, or other information or content expressed or made available in the Danalix software or on this website or on any site linked to this website, is that of the respective author or distributor and not of Danalix or its affiliates. Danalix assumes no obligation to update the materials, advise on further developments concerning the forms, templates, other materials, topics mentioned or update the functionality of the services. The information contained on the forms, templates, precedents, insights, and other materials or content and services may contain typographical errors. The forms, templates, precedents, insights, and other materials or content and services may be changed without notice. THE FORMS, TEMPLATES, PRECEDENTS, INSIGHTS, AND OTHER MATERIALS OR CONTENT AND SERVICES CONTAINED IN THE DANALIX SOFTWARE OR ON THE DANLIX WEBSITE OR ON THE WEBSITE OF AFFILIATES ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. FURTHER, NO REPRESENTATIONS OR WARRANTIES ARE MADE CONCERNING THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE FORMS, TEMPLATES, PRECEDENTS, INSIGHTS, AND OTHER MATERIALS OR CONTENT AND SERVICES CONTAINED IN DANALIX SOFTWARE OR WEBSITE, OR THE WEBSITE OF AFFILIATES OR OF ANY INFORMATION CONTAINED IN ANY SITE LINKED TO DANALIX. IN NO EVENT SHALL DANALIX, ITS OFFICERS, AFFILIATES, AGENTS, LICENSORS, EMPLOYEES OR INTERNET SERVICE PROVIDER(S) (COLLECTIVELY "ITS REPRESENTATIVES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF DANALIX OR ITS REPRESENTATIVES OR AFFILLIATES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE.

3.1. Account Administration

(a) Customer is required to register as Administrator and an Authorized User.

(b) The Administrator shall register and designate himself/herself as the initial administrator. The initial Administrator shall be the overall administrator of the subscription to the Services and is authorized to add additional Authorized Users. The Administrator manages the subscription(s). The Authorized User may add an Authorized Client who shall only use Services offered through the Client Module.

(c) The Administrator shall provide an “invitation” with an email/username to a proposed authorized user or authorized client who shall thereafter create their password which is not transferable to any other person, including Authorized Users or Authorized Client.

(d) Administrators shall manage the subscription and assume the responsibility for the appointment of, and use of the Services by, Authorized Users and Authorized Clients. Administrators are responsible for maintaining the confidentiality of Usernames and any additional information that Danalix may provide regarding accessing the account. If any Administrator or Authorized User knowingly shares a Username and password with another person who is not authorized to use the Services, this Agreement shall be subject to termination for cause.

(e) Danalix reserves the right to suspend access to the Service for operational and maintenance purposes temporarily. Regular suspensions may occur during the hours of midnight to 5:00 am Eastern time on Fridays, Saturdays or Sundays without prior notice. We will provide email notice for other suspensions at least two business days prior to the suspension.

(f) Danalix will utilize redundant storage servers to minimize the risk of interruptions of Danalix Services. Danalix backup services will facilitate the restoration of Customer’s Confidential Information (defined below). Danalix will recover Customer’s lost or corrected Confidential Information without charge

(g) Customer agrees (i) to provide certain current, complete, and accurate information regarding Customer’s Usernames and any additional login information Danalix may provide, and (ii) to maintain and update Customer’s Usernames as required to keep such information current, complete and accurate. Customer warrants that Customer’s Usernames are and will continue to be accurate and current, and that Customer is authorized to provide Customer’s Usernames to Danalix. Customer authorizes Danalix to verify Customer’s Usernames at any time. If any Username that the Customer provides is untrue, inaccurate, not current or incomplete, Danalix retains the right, in its sole discretion, to suspend or terminate rights to use Customer’s account. Solely to enable Danalix to use information that Customer supplies to Danalix internally, so that Danalix is not violating any rights Customer might have in that information, Customer hereby grants to Danalix a nonexclusive license to convert such information into digital format and to use it for purposes of operating the Services.

(h) We will provide support for the Service as described in the Danalix Support Services – Terms and Conditions document located at www.danalix.com.

(i) We perform backups of the Data in the production system in accordance with the Danalix Support Services Terms and Conditions document

(j) Particular Services have specific authorizations as specified in the OSP, and a particular Service typically will entail access to particular features and functionality of the Service, but not necessarily all features and functionality of such Service. Furthermore, it may be technically possible for Customer to access Danalix software or functionality that Customer has not purchased the right to access, and Customer agrees that it shall not access such other Danalix software or functionality.

(k) Customers may access Third-Party Applications or may request Danalix to host Third-Party Applications as part of the Services. Danalix may in its absolute discretion accept or reject such request. If we provide access to or accepts to host these Third-Party Applications, the Customer must provide license(s) in order to access these Third-Party Applications or for us to host these Third-Party Applications. Our SLAs do not apply to these Third-Party Applications.

4. Availability SLA

We shall monitor the availability of the Service 24/7. The availability of the production Services will be as specified in Exhibit A.

5. Data Center/Security

(a) We will implement and maintain appropriate technical and organizational measures to protect Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed

(b) Customer is responsible for making an independent determination as to whether the technical and organizational measures for the Service meet Customer’s requirements, including its security obligations under applicable law or regulations. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing of its Data as well as the risks to individuals) the security practices and policies implemented and maintained by us provide a level of security appropriate to the risk with respect to its Data. Customer is responsible for implementing and maintaining privacy protections and security measures for components of the Services that Customer provides or controls such as ensuring, (i) it uses utmost discretion in granting administrator privileges, (ii) that Users do not share accounts and their passwords, and (iii) maintaining security of its systems, machines and User’s devices that connect to and use the Service, including implementation of necessary patches and operating system updates and (iv) designing, authoring, validating, and approving all custom reports or any other integrations or customizations.

(c) The scope of the Services does not include any Customer security requirements beyond those set forth in this Agreement. Customer hereby agrees that it will not engage or authorize any third party to, perform any penetration testing or load testing of the Service without obtaining our prior written permission, and then only subject to such conditions as we reasonably require. We may terminate any testing of the Service at any time, as we determine necessary or advisable to protect the Service’s operation or integrity.

6. Fees, Billing, Payment and Danalix Payment System

Subscription Fees. Customer shall pay Danalix the committed fees. We shall measure Customer’s usage of the Services as identified in the Subscription for Services (e.g., number of Users by User type, number of features or such other fee basis as is applicable to the Services purchased by Customer) on a monthly basis. If the usage exceeds the quantity purchased, Customer shall be charged and shall pay the applicable monthly fees for such excess usage. Storage rates may be charged separately and/or amended or vary from time depending on the subscription plans as determined Danalix.

(a) Taxes. Fees do not include sales, use, value added or other excise tax. Customer shall pay or (if paid by Danalix) reimburse us for all such taxes.

(b) Overdue Amounts. Amounts not paid when due shall be subject to interest at one and one-half percent (1.5%) per month or, if less, the maximum rate of interest allowed by law, calculated from the due date. In addition, we may suspend Customer’s access to the Services in the event that Customer is overdue in payments under this Agreement by fifteen days or more.

(c) Purchase Orders. Other than the line items that serve to order the Services, in no event shall any other terms of any purchase order or other document issued by the Customer modify or become part of this Agreement or become binding on us.

(d) Danalix Payment System. Danalix processes payments and other payment-related services by Customers and facilitates receipts of payments by Customers (“Danalix Payment System”). Danalix Payment System is facilitated by a third-party payment processing provider and/or its affiliates. By enrolling in and continuing to use Danalix Payment System, Customer thereby agrees to be bound by the applicable terms of the third party or its affiliates that facilitate the Danalix payment system. Payments made through Danalix Payment System are subject to certain fees and surcharges communicated to Customer during the enrolment process. As a precondition to Customer’s use of Danalix Payment System, Customer agrees to provide Danalix with accurate and complete information related to Customer’s use of Danalix Payment System and authorizes Danalix to share such information and transaction information with the third party or its affiliates that facilitate the payment processing. Transaction information from payors will be collected for processing of transactions by the third party or its affiliates that facilitate the payment in accordance with the terms applicable to the payments. To the extent permitted by law, Danalix may collect any payment obligations that Customer owes under this Agreement by deducting the corresponding amounts from funds payable to Customer arising from the settlement of card transactions through Danalix Payments System. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet Customer’s obligations, Danalix may charge or debit the bank account or credit card registered in Customer’s account for any amounts owed (and Customer agrees to execute such additional directions in writing to permit Danalix or its third-party payment processing provider to do so, if required). In the event a payment chargeback or dispute occurs, Customer may be charged a dispute fee per occurrence by Danalix. In addition to the amount due, delinquent accounts may be charged fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees, convenience fees, legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest and third-party charges. Customer hereby explicitly agrees that all communication in relation to delinquent accounts will be made by electronic mail or by phone, at addresses and numbers provided to Danalix. Such communication may be made by Danalix or by anyone on its behalf, including, but not limited to, a third-party collection agent. Customer hereby agrees to comply with the terms and conditions of any applicable merchant agreements and all applicable card network rules, policies, laws and regulations, at all times while using Danalix Payment System. Danalix may cancel your use of Danalix Payment System at any time at its sole discretion.

7. Indemnification

(a) We, at our own expense, will defend any action brought against Customer based on a claim that the Services infringe a third party patent, copyright or trademark and, at our option, will settle any such action or will pay any final judgment awarded against Customer, provided that: (i) You shall notify us promptly in writing of any notice of any such claim; (ii) We shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Customer shall cooperate fully with us in the defense at our expense, settlement or compromise of such claim. If a claim described in this Section 8 occurs or, in our opinion, may occur, we may terminate the Services and grant Customer a credit equal to the unused, prepaid Services fees paid for the applicable terminated portion of the Services. This Section 8 states our sole and exclusive liability, and Customer’s sole remedy, for any and all claims relating to infringement of any intellectual property rights.

(b) Customer, at its own expense, will defend any action brought against Danalix based on a claim that Danalix’s access to or hosting of the Customer’s Third Party Applications infringes a third party patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against Danalix, provided that: (i) Customer shall be notified promptly in writing by Danalix of any notice of any such claim; (ii) Customer shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and (iii) Danalix shall cooperate fully at Customer’s expense with Customer in the defense, settlement or compromise of such claim. If a claim described in this Section 9 occurs or, in Danalix’s opinion, may occur, Danalix may terminate the Services with respect to the applicable Third-Party Application(s). This Section 8 states Customer’s sole and exclusive liability, and Danalix’s sole remedy, for any and all claims relating to infringement of any intellectual property rights by any Customer’s Third-Party Application.

8. Ownership/Confidentiality/Privacy

(a) Ownership of the Services, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Danalix. Without limiting the foregoing, Danalix shall be under no obligation to provide Customer any information regarding Danalix’s methods and processes for configuring the Service. Customer shall not and shall not attempt to (i) reverse engineer the Service or derive its algorithms from its use; (ii) created derivative works of the Service or disassemble, decompile or reverse engineer the Service or the file format of the Service, or otherwise attempt to gain access to the source code or file format (iii) rent, sell, license, sublicense, lease, loan, assign, or otherwise transfer (whether by sale, exchange, gift, operation of law, or otherwise) to any third party the Service, any copy thereof, or any other rights thereto, in whole or in part, without in each case obtaining Danalix’s prior written consent (iv) alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notices on or in any copies of the Service or (v) authorize or permit a third party to access the Services using Customer issued logins or passwords.

(b) All non-public information regarding the Service and its performance, including any analyses and benchmarking that Customer may perform, shall be deemed the confidential information of Danalix and Customer shall not disclose to any third party or use for any purpose other than exercising its rights hereunder.

(c) In performing the Services, Danalix will comply with the Danalix Privacy Policy available at www.danalix.com.

(d) The Software or Support may employ applications and tools to collect Personal Data, sensitive data or other information about the Customer and End Users (including End Users’ name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers’ interactions with other computers (including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64-bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, Danalix Products installed, Danalix components, processes and Services information, frequency and details of update of Danalix components, information about third-party products installed, extracts of logs created by Danalix, usage patterns of Danalix Products and specific features, etc) (collectively, Data).

(e) The collection of the Data may be necessary to provide the Customer and End Users with the relevant Software or Support functionalities as ordered (including detecting and reporting threats and vulnerabilities on the Customer’s and End Users’ computer network), to enable Danalix to improve the Software or Support (including content synchronization, device tracking, and troubleshooting), to enable Danalix to manage licenses for Software or Support, and to further or improve overall security for the Customer and End Users. The Customer may be required to uninstall the Software or disable Support to stop further Data collection that supports these functions.

(f) Danalix’s Privacy Policy, which is available at www.danalix.com is incorporated herein by reference and hereby made a part of this agreement, describes how Danalix will process Personal Information (as defined in the Privacy Policy) that Customer provides as part of the provision of the Services.

(g) Customer acknowledges that Danalix is a global company with global operations, and that personal data may be processed outside Customer’s country. All such transfers of personal data shall be in accordance with applicable data privacy laws. Customer certifies that it has obtained any personal data provided to Danalix in accordance with applicable data protection laws.

(h) If Customer provides Danalix with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered confidential information of Customer, and Danalix shall be free to use, disclose, and otherwise exploit in any manner, the Feedback for any purpose and without compensation to Customer.

9. Data

(a) Customer agrees that the Data will not include:

i. any information, or documents or technical data that are Canada, U.S., Nigeria or other Government Classified, Controlled Unclassified Information, ITAR or EAR controlled or otherwise have been determined by the Canadian or United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security unless provided for in the Quote where Danalix is expressly agreeing in writing to comply with associated regulatory requirements in the execution of the Service.

ii. any data relating to the health of an individual, including without limitation any protected health information, medical, demographic, visual or descriptive information that can be used to identify a particular patient/individual, and/or any other data subject to the Canadian privacy laws or the U.S. “Health Insurance Portability & Accountability Act of 1996” and regulations promulgated under that Act (collectively “HIPAA”).

(b). Danalix shall treat all Data as confidential and shall only use the Data to:

i) provide the Services (including reporting to Customer on their use of the Services);

ii) monitor Customer’s use of the Services for security and support purposes and for validating Customer’s compliance and usage limitations, and for purposes of otherwise complying with Danalix’s obligations to Customer;

iii) improve the Services and understand what functionality of the Service Customer uses and how Customer and other customers may be able to get more value from its use of the Services,

iv) to maintain price competitiveness in a commercially reasonable and responsible manner.

v) share with any Danalix affiliate who needs to know such information in order to provide their Services, provided that they are bound by similar confidentiality obligations.

(c). Danalix reserves the right to provide Customer data or confidential information to third parties as required and permitted by law (such as in response to a subpoena or court order) and/or to cooperate with law enforcement authorities in the investigation of any criminal or civil matter regardless of the constraints contained in this agreement or any other prohibition. Danalix will notify the customer if Danalix is required to make any such disclosure. For purposes of clarity, Danalix’s obligation to keep such Customer Data confidential shall not apply to information that Danalix is required to disclose by law.

(d) Any data, comments or materials the Customer has sent through the Software or Services, or sent to Danalix via Danalix contact details, including feedback data, such as questions, comments, suggestions, or the like (“Feedback”), shall be deemed to be non-confidential and non-proprietary. Danalix shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation, except for Personal Data which might be included in the Feedback and which will only be used to contact the Customer on any questions the Customer might have or to resolve any issues the Customer might experience in using the Software, or Services. Furthermore, the Danalix shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing Products incorporating such Feedback. The Customer is prohibited from posting or transmitting to or from the Software, or Services any Feedback:

i. that contains viruses and/or corrupted files that may damage the operation of the website or any computers;

ii. that makes false statements and/or notifications, including registration of email addresses belonging to other parties;

iii. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

iv. for which the Customer has not obtained all necessary licenses and/or approvals; or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world.

10. Term and Termination

(a) The initial Services Period and any renewal provisions shall be as specified in the Quote. Either party may terminate the Services if the other party breaches the terms set forth herein or in the Quote and fails to remedy such breach within thirty (30) days after written notice thereof from the non-breaching party.

(b) If Danalix discontinues a Service during the term of such Service, Danalix shall provide to Customer a refund of the prepaid fees for the terminated portion of the term. Sections 7 through 9 and Sections 11 through 13 shall survive termination or expiration of the Services.

(c) If the Service is terminated, Data will be archived and can be exported as specified in the Offering Specific Provisions document. The Customer can request a copy of the archived data prior to the end of, or during, the retention period.

11. SLA Claims/Warranty/Disclaimer of Warranty/ Limitations of Liability

(a) Danalix’s entire liability and Customer’s exclusive remedy for any breach by Danalix of the Service availability obligation pursuant to Exhibit A shall be to credit to Customer a portion of its fees for the month during which such breach of obligation occurred, which credit shall be equal to the fees under this Agreement for such month multiplied by the Downtime Percentage. Such credit will be applied against any outstanding or future fees due under this Agreement during the then-current Service Period. Claims under the Service Level Agreement must be made by submitting a written notice within ten business days after the report is made available, in which Danalix (a) Danalix’s entire liability and Customer’s exclusive remedy for any breach by Danalix of the Service availability obligation pursuant to Exhibit A shall be to credit to Customer a portion of its fees for the month during which such breach of obligation occurred, which credit shall be equal to the fees under this Agreement for such month multiplied by the Downtime Percentage. Such credit will be applied against any outstanding or future fees due under this Agreement during the then-current Service Period. Claims under the Service Level Agreement must be made by submitting a written notice within ten business days after the report is made available, in which Danalix

(b) For greater certainty, except for the Limited Warranty, the Software is provided “as is.” To the extent permitted by law, Danalix makes no other representations or warranties of any kind regarding the Software and Support, and Danalix disclaims all other obligations and liabilities, or express or implied warranties regarding the Software, including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. Danalix makes no warranty, representation or guarantee as to the Software’s use or performance, or that the operation of the Software will be fail-safe, uninterrupted or free from errors or defects; or that the Software will protect against all possible threats.

(c) High-Risk Systems terms: The Software may fail and is not designed, developed, tested, or intended to be reliable in the context of High-Risk Systems. Danalix has no responsibility for, and the Customer will indemnify and hold harmless Danalix from, all claims, suits, demands and proceedings alleging, claiming, seeking, or asserting any liability, loss, obligation, risk, cost, damage, award, penalty, settlement, judgment, fine or expenses (including attorney’s fees) arising from or in connection with the Customer’s use of the Software on or in a High- Risk System, including those that could have been prevented by deployment of fail-safe or fault-tolerant features to the High-Risk System, or are based on a claim, allegation, or assertion that the functioning of a High- Risk System depends or depended on the functioning of the Software, or that the failure of the Software caused a High-Risk System to fail.

(d) Third parties: Danalix Products may contain independent third-party products through integration and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. Danalix makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

e) Danalix warrants that the Service shall function substantially in accordance with the then applicable documentation accompanying the Service.

f) BE IT EMPHASIZED THAT EXCEPT AS EXPLICITLY STATED HEREIN, DANALIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, AND/OR ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SERVICES OR THAT DATA WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. DANALIX DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO DATA. WITHOUT LIMITING THE FOREGOING, IF CUSTOMER REQUESTS THAT DANALIX DELAY IMPLEMENTATION OF A NEW VERSION, UPDATE OR UPGRADE TO THE SERVICE AND DANALIX (IN ITS SOLE DISCRETION) AGREES TO SUCH DELAY, DANALIX WILL HAVE NO LIABILITY ARISING FROM ANY SECURITY INCIDENT OR DATA LOSS THAT WOULD HAVE BEEN PREVENTED IF SUCH NEW VERSION, UPDATE OR UPGRADE HAD BEEN IMPLEMENTED.

g) EXCEPT UNDER SECTION 8 ABOVE, DANALIX’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OR LIABILITIES ARISING HEREUNDER OR OUT OF, OR RELATING TO, THE CREATION, LICENSE, SUPPLY, FAILURE TO SUPPLY OR USE OF THE SERVICES OR OTHERWISE RELATING TO THESE SERVICES TERMS, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID TO DANALIX FOR THE SERVICES DURING THE SIX MONTHS PERIOD PRIOR TO THE EVENTS THAT GAVE RISE TO THE APPLICABLE CLAIM. IN NO EVENT SHALL DANALIX, ITS SUBSIDIARIES OR AFFILIATES (IF ANY) OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE OF DATA AND ANY LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR FAILED OPERATION OF THE INTERNET, THIRD PARTY TELECOMMUNICATION SERVICES OR THIRD PARTY SECURITY FEATURES OR SYSTEMS), EVEN IF DANALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES NOT TO BRING ANY SUIT OR ACTION AGAINST DANALIX AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FOR ANY REASON WHATSOEVER MORE THAN SIX MONTHS AFTER THE CAUSE OF ACTION AROSE. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 12 SHALL NOT APPLY TO ANY CLAIM IN RESPECT OF DEATH OR PERSONAL INJURY IF CONTRARY TO ANY APPLICABLE LAW.

12. Excluded Software

13.1 Notwithstanding the foregoing limited license grant, the Customer acknowledges that the Product includes software subject to other terms and conditions governing the use of such software other than this EULA (“Excluded Software”). Certain Excluded Software may be covered by open source software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license, that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Please visit a list of applicable Excluded Software included in this Product from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to the Customer. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this Service Terms. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this Service Terms with respect to such Open Source Components, such restrictions will not apply to such Open Source Components. To the extent the terms of the licenses applicable to Open Source Components require Danalix to make an offer to provide source code in connection with the Software, such offer is hereby made.

(d) Third parties: Danalix Products may contain independent third-party products through integration and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. Danalix makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

(d) Third parties: Danalix Products may contain independent third-party products through integration and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. Danalix makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

13. Downloads And Data Back-Ups

13.1 Where downloads of data are possible, the Customer shall create its own back-ups of the data.

14. Stipulation Of The Number Of Licenses And Multiple Access

14. The right to use the Software shall be bound by and limited to the number of End Users stipulated in the Quote and/or approved by Danalix. One End User shall be taken to refer to the following: (i) installation of the Software on one computer system and/or one or more mobile devices (together “devices”) by the Customer, provided that the Customer agrees not to use, or authorize the use of, the Software in more than one device at the same time and further agrees that Danalix may prevent simultaneous access and use of the Software in multiple devices and computer devices.

15. General

(a) Feedback: If you choose to provide Danalix with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to the Service (including but not limited to problems and errors encountered in using the Service, and ideas for enhancements of the Service), Danalix will be free to use such materials in any manner and for any purpose (including, without limitation, incorporation into Danalix’s products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind.

(b) Governing Law and Jurisdiction. All disputes arising under this Agreement shall be i) governed by and construed in accordance with the laws and ii) shall be litigated exclusively in the Province of Ontario (Canada) courts (and in no other court or jurisdiction).

(c) Force Majeure. Danalix shall not be in default of its obligations to the extent its performance is delayed or prevented by causes beyond its control.

(d) Marketing. Customer agrees that while this Agreement is in effect, Danalix shall be authorized to identify Customer as a customer/end-user of Danalix software and services (as applicable) in public relations and marketing materials.

(e) Notices. Notices under this Agreement shall be in writing and, if to Danalix, delivered to Danalix’s General Counsel, and if to Customer, to the address specified in the Quote or subscription document.

(f) Assignment, Waiver, Modification. Customer may not assign, transfer, delegate or sublicense any of Customer’s rights or obligations under these Services Terms without Danalix’s prior written consent. Any such attempted delegation, assignment, transfer or sublicense shall be void and a breach of these Services Terms.

(g) Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties, and supersedes all prior discussions, representations, and understandings, with respect to the subject matter hereof. If any provisions of this Agreement, or the application thereof, shall for any reason and to any extent be determined to be invalid or unenforceable, the remaining provisions of this Agreement will remain binding and enforceable, and shall be interpreted so as best to reasonably effect the intent of the parties.