Hosted Endpoint Protector Service Agreement

This Service Agreement (the “Agreement”) is entered into by and between CoSoSys SRL (Ltd.), and/or its affiliates (“CoSoSys”) and the entity agreeing to these terms (“Customer”). This Agreement is effective the earliest on the date you click the “I Accept” button and/or checkbox, or the date you sign the signature page below, or the date you access and start using the Hosted Product (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button and/or checkbox, or do not sign the signature page below. FOR AVOIDANCE OF DOUBT, IF YOU SIGN UP FOR THE PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” or “CUSTOMER” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. This Agreement governs Customer’s access to and use of the Hosted Product.

1. DEFINITIONS

“Affiliates” means, with respect to a party at a given time, an entity that is directly or indirectly controlled by, is under common control with, or controls that party, and here “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of that entity.

„Account Manager” means the CoSoSys business person working with Customer regarding Customer’s purchase of the Hosted Product.

“Administrator Account” means the administrative account provided to Customer by CoSoSys for the purpose of administering the End User Clients.

“Beta Version” means a pre-release version of a software that is in its testing phase and has not been released commercially by CoSoSys, and which the Customer may be licensed to use solely for trial, testing and evaluation.

“Channel Partner” means an authorized Reseller or Distributor by CoSoSys.

“Customer Data” means data, device use data, computers, users, file tracing records, file shadowing records, including e-mail, provided, generated, transmitted or displayed via the Hosted Product by Customer or End Users.

“Content Updates” include but are not limited to a cumulative set of fixes and improvements to the Hosted Product, which is generally released by CoSoSys to its customers.

“CoSoSys’ Agent” means Amazon Web Services.

“Documentation” means the user documentation CoSoSys provides with the Hosted Product, and any modified updates, or enhanced versions of such Documentation.

“Effective Date” means the earliest of either the start date of the Subscription Term as specified in the applicable Order Form, or the acceptance of this Agreement through any of the means indicated above, in the introduction.

“Emergency Security Issue” means either: (a) an End User’s use of the Hosted Product in violation of this Agreement, which could: (i) disrupt the Hosted Product; (ii) disrupt other End Users’ use of the Hosted Product; or (iii) disrupt the CoSoSys network or servers used to provide the Hosted Product; or (b) provide unauthorized third party access to the Hosted Product.

“End User” means Customer’s employees or contractors who are authorized to use the Hosted Product on a device, solely for Customer’s internal business purposes, subject to the applicable use levels and otherwise in compliance with this Agreement. An End User is the person and/or device that actually uses any portion of the Hosted Product.

“End User Client” means Client software provided to End Users through the Hosted Product for the purpose of enabling such End Users to use the Hosted Product.

“Fees” means the amounts invoiced to Customer or to Channel Partner by CoSoSys for the Hosted Product as described in an Order Form and/or on an invoice.

“Help/Support Center” means the CoSoSys help center accessible at https://www.endpointprotector.com/support/knowledge-base or other such URL as may be provided by CoSoSys.

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the failure of the Hosted Product could lead to death, personal injury, or environmental damage or for military purposes.

“Hosted Product” means our hosted solutions (e.g., Hosted Endpoint Protector) and any subsequent releases, including any client software CoSoSys provides as part of the Hosted Product and excluding a Beta Version.

“Intellectual Property Rights” means current and future worldwide rights, title and interest under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

“Notification E-mail Address” means the e-mail address designated by Customer to receive e-mail notifications from CoSoSys. Customer may change this e-mail address by a written notification sent to CoSoSys.

“Order Form” means an order form entered into between Customer and CoSoSys for Customer’s purchase of the Hosted Product.

“Purchase Order” means a Customer issued purchase order.

“Release Notes” means current and previous updates for the Hosted Product at https://www.endpointprotector.com/support/endpoint-protector-release-history.

“Reporting and Administration Tool” means the online tool provided by CoSoSys to Customer for use in reporting and administration of the Hosted Product to End Users, which may include, among other things, account maintenance, enforcement of Customer usage policies.

“Service Commencement Date” is the date upon which CoSoSys makes the Hosted Product available to Customer, and is referenced on a corresponding Order Form as the “Contract Start Date”.

“SLA or Service Level Agreement” means the Hosted Product Service Level Agreement.

“Subscription” means a subscription right to access and use the Hosted Product and to receive Support during the applicable Subscription Term.

“Subscription Fees” has the meaning given to such term in Section 7.1.

“Subscription Term” means the term the Customer purchased the Hosted Product for, beginning on the Service Commencement Date.

“Support” means CoSoSys’ standard Support Services and has the meaning given to such term in Section 11.

“Suspension” means the immediate disabling of access to the Hosted Product, or components of the Hosted Product, as applicable, to prevent further use of the Hosted Product.

“Term” the term of the Agreement will begin upon the Effective Date and continue for as long as Customer is receiving Hosted Product from CoSoSys, unless terminated earlier pursuant to this Agreement.

“Upgrade” means one or more of the following: to switch to a new license type, to increase the functionality of the Hosted Product (i.e., to add a new feature or module), and/or hardware tier or licensing meter on CoSoSys’ price list pursuant to CoSoSys’ then-current upgrade policies.

2. SERVICES

2.1. GENERAL. Subject to Customer’s compliance with this Agreement, including payment of all applicable fees, CoSoSys grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use the Hosted Product and, if applicable the Trial Version, solely in support of Customer’s internal business operations in the quantities and at the use levels described in the applicable Order Form, in the corresponding invoice, and in accordance with the Documentation. CoSoSys will provide the Hosted Product to Customer during the Subscription Term of this Agreement. At the initial setup, CoSoSys will (i) provide Customer with an initial password and an Administrative Account (“Access Credentials”) to use for administering the Hosted Endpoint Protector Reporting and Administration Tool and other related user accounts, as well as other relevant features of the Hosted Product, if applicable, including monitoring the available resources, and (ii) allocate the recommended resources based on Customer’s use levels. Customer may use the Hosted Product to: (a) download End User Clients and provide end user accounts to its End Users; and (b) administer end user accounts through the Reporting and Administration Tool console.

2.2. DELIVERY. Delivery of the Hosted Product shall occur at the time that both Access Credentials and the Hosted Product are first made available to the Customer. Acceptance shall be deemed to occur on delivery.

2.3. END USER CLIENTS. Customer can download End User Clients from the Hosted Product and may deploy them to End Users through a means of Customer’s choosing (e.g., giving End Users access to the Hosted Product user interface or through Customer’s internal fleet management service). CoSoSys is not responsible for the deployment and installation of End User Clients on End Users’ devices.

2.4. SOFTWARE PRODUCTS NOT COVERED. (e.g., Virtual Appliance). These terms do not apply to our downloadable software products, use of which requires a separate license agreement with us. For clarity, however, any client software (e.g., a desktop or mobile application) we provide as part of the Hosted Product themselves remains subject to these terms.

2.5. FACILITIES. All facilities used to store and process Customer data will adhere to reasonable security standards no less protective than the security standards at facilities where CoSoSys stores and processes its own information of a similar type. CoSoSys has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer data, protect against anticipated threats or hazards to the security or integrity of Customer data, and protect against unauthorized access to or use of Customer data.

2.6. MODIFICATIONS

1. To the Hosted Product. CoSoSys may make commercially reasonable modifications to the Hosted Product, or particular components of the Hosted Product, from time to time. CoSoSys will use commercially reasonable efforts to notify Customer of any such changes (e.g. through Release Notes).
2. To Applicable Terms. If CoSoSys makes a material change to these terms, then CoSoSys will notify Customer by either sending an e-mail to the notification e-mail address or alerting Customer via the Reporting and Administration Tool console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify CoSoSys via the Help/Support center within thirty (30) days after receiving notice of the change. If Customer notifies CoSoSys as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current term for the affected Hosted Product. If the affected Hosted Product is renewed, its use will be renewed under CoSoSys' then current terms.

2.7. INTELLECTUAL PROPERTY. All Intellectual Property Rights with respect to any Hosted Product (including but not limited to Documentation and Upgrades) remain the property of CoSoSys and its Licensors. CoSoSys or its licensors retain all right, title and interest in and to the Hosted Product including in all copies, improvements, enhancements, modifications and derivative works of the Hosted Product. Title to the Hosted Product shall not pass from CoSoSys to Customer, and the Hosted Product and all copies thereof shall at all times remain the sole and exclusive property of CoSoSys. Customer’s rights to use the Hosted Product shall be limited to those expressly granted in this Agreement. All rights not expressly granted to Customer are retained by CoSoSys and/or its licensors.

2.8. RESTRICTIONS ON USE. Unless CoSoSys specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) reproduce, modify, adapt or create derivative works of the Hosted Product; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Hosted Product to a third party, unless Customer is an authorized Channel Partner of CoSoSys; (c) use the Hosted Product for the benefit of any third party; (d) incorporate any Hosted Product into a product or service the Customer provides to a third party; (e) interfere with or otherwise circumvent mechanisms in the Hosted Product intended to limit Customer’s use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Hosted Product, except to the extent expressly permitted by applicable law (and then only upon advance notice to CoSoSys); (g) remove or obscure any proprietary or other notices contained in any Hosted Product; (h) use the Hosted Product for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Hosted Product; (j) use the Hosted Product for High Risk Activities (k) alter the information transmitted through the Hosted Product to End Users; or (l) encourage or assist any third party to do any of the foregoing.

3. CUSTOMER OBLIGATIONS

3.1. COMPLIANCE WITH THE AGREEMENT. Customer will comply with this Agreement, and will use best efforts to ensure its End Users do the same. Customer acknowledges and agrees that any breach of this Agreement by any End User will be deemed a breach by Customer. CoSoSys may make additional applications, features or functionality available from time to time through the Hosted Product, the use of which may be contingent upon Customer’s agreement to additional terms and fees.

3.2. ADMINISTRATION OF THE HOSTED PRODUCT. Customer may specify one or more Administrators through the Reporting and Administration Tool console who will have the rights to access the Administrator Account and to administer the End User Clients. Customer is responsible for: (a) resetting the initial password and maintaining the confidentiality of the password and Administrative Account; (b) designating those of its employees who are authorized to access the Administrative Account; and (c) ensuring that all activities that occur in connection with the Administrative Account comply with this Agreement. Customer agrees that CoSoSys’ responsibilities do not extend to the internal management or administration of Customer’s use of the Hosted Product. Customer is responsible for the persons who are allowed to become Administrators and any actions they take, including as described above. Furthermore, Customer is solely responsible for providing all required disclosures to and for obtaining and maintaining all required consents from End Users.

3.3. CHANNEL PARTNER AS ADMINISTRATOR. If Customer chooses to purchase the Hosted Product through a Channel Partner, Customer is responsible for determining if the Channel Partner will serve as an Administrator and for any related rights or obligations related to the Customer’s agreement with the Channel Partner.

3.4. CUSTOMER DATA. Customer warrants and represents that, with respect to any Customer Data uploaded, transmitted, hosted, stored or otherwise processed using the Hosted Product, Customer is in compliance with all applicable laws and regulations, and that Customer has obtained all the permissions or approvals with respect to Customer’s use of the Customer Data. CoSoSys does not manage Customer Data and has no liability with respect to Customer Data and is under no obligation to verify or assess the legality, accuracy, completeness and reliability of the Customer Data. Customer agrees to protect the privacy rights of its End Users under all applicable laws and regulations. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Clients. Customer will obtain and maintain consent from all End Users to Customer’s access, monitoring, use or disclosure of this data, and to CoSoSys providing Customer with the ability to do so.

3.5. UNAUTHORIZED USE. Customer will use all commercially reasonable efforts to prevent unauthorized use of the Hosted Product, and to terminate any unauthorized use. Customer will promptly notify CoSoSys of any unauthorized use of, or access to, the Hosted Product of which it becomes aware.

4. SUSPENSION

4.1. OF END USER CLIENTS BY CUSTOMER. If Customer becomes aware of an End User’s violation of the Agreement, unless CoSoSys agrees otherwise in writing (including by e-mail), Customer may suspend the applicable End User Client. The duration of any Suspension will be until the applicable End User cures the breach giving rise to such Suspension. Customer may suspend its End Users for its own reasons.

4.2. OF END USER CLIENTS BY COSOSYS. If Customer fails to suspend an End User Client pursuant to Section 4.1 above, then CoSoSys may specifically request that Customer does so. If Customer fails to comply with CoSoSys’ request to suspend an End User Client, then CoSoSys reserves the right to do so. The duration of any Suspension by CoSoSys will be until CoSoSys is reasonably satisfied that the applicable End User has cured the breach which caused the Suspension.

4.3. OF THE HOSTED PRODUCT BY COSOSYS. If Customer materially violates this Agreement CoSoSys provides Customer with commercially reasonable notice of this violation (which may be by e-mail to the Notification E-mail Address). CoSoSys will use commercially reasonable efforts to discuss and resolve the violation with Customer; If despite the foregoing, the violation is not resolved to CoSoSys’ reasonable satisfaction, then CoSoSys reserves the right to suspend administrative access to the Hosted Product, or to particular components of the Hosted Product. If, after all of the foregoing, Customer still has not cured a violation within thirty (30) days of the commencement of a suspension under this Section, then CoSoSys may immediately terminate the Hosted Product for cause, with no further liability to the Customer.

4.4. EMERGENCY SECURITY ISSUES. Notwithstanding the foregoing, if there is an Emergency Security Issue, then CoSoSys may automatically suspend the offending use. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If CoSoSys Suspends an End User Client for any reason without prior notice to Customer, at Customer’s request, CoSoSys will provide Customer the reason for the Suspension as soon as is reasonably possible.

5. TERM

5.1. INITIAL TERM. PRORATED TERMS. The initial term for the Subscription purchased prior to the Service Commencement Date will be set out in the corresponding Order Form. End User Clients purchased after the Service Commencement Date will have a prorated term ending on the anniversary of the Service Commencement Date. CoSoSys may revise its rates with at least thirty (30) days prior written notice to Customer, including by e-mail, effective for the following term.

5.2. AUTOMATIC RENEWAL. The default setting for the Hosted Product is auto renewal for all End User Clients. The Subscription Term of the Hosted Product and the corresponding periodic Fees set forth in an Order Form shall automatically renew for successive terms equal in duration to the initial Subscription Term unless either party notifies the other party in writing, not less than sixty (60) calendar days before the expiration of the then-current Subscription Term, that such party does not wish to renew the Subscription for an additional Subscription Term. Except as expressly provided in the applicable Invoice or Order Form, renewal of promotional or one-time priced subscriptions will be priced at the applicable list price in effect at the time of the applicable renewal.

6. UPGRADES. CROSS-GRADES.

CoSoSys reserves the right to require that Upgrades (if any) of the Hosted Product may only be obtained in a quantity equal to the number indicated on the applicable Order Form or invoice. An Upgrade to an existing license shall not be deemed to increase the number of licenses which the Customer is authorized to use. Additionally, if Customer Upgrades the Hosted Product, or purchases additional End User Clients to cross-grade an existing license (i.e., to switch to a new license type, to increase its functionality, and/or transfer it to a new operating system, hardware tier or licensing meter), then Customer agrees to cease using the original license. Any such license Upgrade or cross-grade is provided under CoSoSys policies in effect at the time of order. This Agreement does not separately license Customer for additional licenses beyond those which the Customer has purchased, and which have been authorized by CoSoSys as indicated on the applicable Order Form or invoice.

7. PAYMENT AND FEES

7.1. FEES

1. The fees and payment terms, including currency, payable by Customer for the Subscription will be set forth in each corresponding Order Form (“Subscription Fees”). Customer acknowledges that any additional resources that exceed the levels available at the initial setup will be payable at CoSoSys’ then current list price. At any time of the Subscription Term, Customer may submit an Order Form to purchase more End User Clients and upon CoSoSys’ acceptance of such Order Form, Customer shall pay the Subscription Fees for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term, and such Order Form shall renew concurrently with Customer’s then-current Subscription for a period equal to Customer’s initial Subscription Term. To the maximum extent permitted by law, all Fees paid or payable are non-refundable.
2. Fees for orders where CoSoSys issues an invoice, are due upon Customer’s receipt of the invoice, and are considered delinquent thirty (30) days after the due date of the applicable invoice. Delinquent payments may bear interest at the rate of one-and-a-half (1.5) percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by CoSoSys in collecting delinquent amounts, except where such delinquent amounts are due to CoSoSys’ billing inaccuracies.

7.2. TAX. Unless otherwise agreed between the Parties, all CoSoSys prices are net, excluding VAT or any applicable sales tax. Customer must pay or reimburse CoSoSys for all Taxes arising out of the transactions contemplated by the Agreement. Here “Taxes” means any sales, VAT (value-added tax), GST (goods and services tax), use, gross receipts, business and occupation, and other taxes (other than taxes on our income), export and import fees, customs duties, and similar charges imposed by any government or other authority. If Customer is required to pay or withhold any Taxes for payments due under the Agreement, Customer must gross up Customer’s payments so that CoSoSys receives all sums due in full and free of any deductions. If Customer is required to pay any Taxes to a taxing authority, Customer agrees to provide documentation to CoSoSys upon CoSoSys’ request showing that Customer paid those Taxes. In such a case, Customer and CoSoSys will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If CoSoSys qualifies for a tax exemption, or a reduced treaty withholding rate, CoSoSys will provide Customer with reasonable documentary proof. Customer will provide CoSoSys reasonable evidence that Customer paid the relevant authority for the sum withheld or deducted.

7.3. PURCHASING THROUGH A CHANNEL PARTNER. In the case the Customer purchases the Hosted Product through a Channel Partner: (i) Customer will pay the Channel Partner directly according to the applicable agreement between Customer and Channel Partner, and CoSoSys reserves the right to terminate Customer’s right to use the Hosted Product in case CoSoSys does not receive the corresponding payment from the Channel Partner, (ii) Channel Partner is responsible for the accuracy of the order details (number of end users, use levels and available resources, term of Subscription etc.) communicated to CoSoSys, (iii) in case the Customer is entitled to a refund, CoSoSys will refund the applicable fees to the Channel Partner and the Channel Partner will be solely responsible for refunding the corresponding amounts to Customer, and (iv) CoSoSys does not authorize any of the Channel Partner to modify the terms of this Agreement or make any promises and commitments on behalf of CoSoSys. CoSoSys is not bound by any obligations to Customer other than as set forth in this Agreement

7.4. CHANGES TO FEES. CoSoSys may change its fees and payment terms at its discretion, provided however, that CoSoSys provides an advance written notice and that such changes will not take effect for Customer until the start of the next Subscription Term (as specified in the applicable Order Form).

8. REPRESENTATIONS AND DISCLAIMERS

8.1. REPRESENTATIONS. Each party represents that it has full power and authority to enter into the Agreement.

8.2. COSOSYS WARRANTY. CoSoSys warrants that it will provide the Hosted Product in accordance with the applicable Service Level Agreement. Furthermore, CoSoSys warrants that CoSoSys will make commercially reasonable efforts to prevent the introduction of viruses, Trojan horses or similar harmful materials into the Hosted Product but CoSoSys is not responsible for harmful materials submitted by the Customer or the End Users.

8.3. PERFORMANCE WARRANTY. CoSoSys warrants that the Hosted Product, as delivered by CoSoSys and when used in accordance with this Agreement and the Documentation, will perform substantially in conformance with the Documentation for a period of ninety (90) days from delivery of a major release. If the Hosted Product does not comply with this warranty and such non-compliance is reported by Customer to CoSoSys within the corresponding ninety (90) days’ warranty period, CoSoSys will do one of the following, selected at CoSoSys’ reasonable discretion: (i) repair the Hosted Product, or (ii) replace the Hosted Product with software of substantially the same functionality, or (iii) only if the non-compliance occurs within ninety (90) days from the Effective Date, terminate this Agreement and refund the relevant license fees paid for such non-compliant Hosted Product. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. This warranty will not apply: (a) if the Hosted Product is used other than in accordance with this Agreement and the Documentation, or in combination with materials not furnished by CoSoSys; (b) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment; or (c) if the Hosted Product is used in breach of this Agreement. THE FOREGOING ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR COSOSYS BREACH OF THIS WARRANTY.

8.4. WARRANTY DISCLAIMERS. OTHER THAN THE LIMITED WARRANTIES IN SECTIONS 8.2 and 8.3 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HOSTED PRODUCT, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS”, AND COSOSYS AND ITS SUPPLIERS AND LICENSORS MAKE NO OTHER WARRANTIES OF ANY KIND UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. COSOSYS AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE HOSTED PRODUCT WILL OPERATE UNINTERRUPTED, BE FREE FROM DEFECTS OR THAT ALL DEFECTS CAN BE CORRECTED, OR MEET CUSTOMER’S REQUIREMENTS. COSOSYS MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE HOSTED PRODUCT. THE HOSTED PRODUCT IS NEITHER DESIGNED NOR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ACKNOWLEDGES THAT THE HOSTED PRODUCT IS NOT A TELEPHONY SERVICE AND THAT THE HOSTED PRODUCT IS NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS. COSOSYS MAKES NO REPRESENTATION OR WARRANTY THAT IT WILL REVIEW THE CUSTOMER’S DATA FOR ACCURACY OR THAT COSOSYS WILL PRESERVE OR MAINTAIN THE CUSTOMER’S DATA WITHOUT LOSS. CUSTOMER UNDERSTANDS THAT USE OF THE HOSTED PRODUCT NECESSARILY INVOLVES TRANSMISSION OF THE CUSTOMER’S DATA OVER NETWORKS THAT COSOSYS DOES NOT OWN, OPERATE OR CONTROL, AND COSOSYS IS NOT RESPONSIBLE FOR ANY OF THE CUSTOMER’S DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. COSOSYS CANNOT GUARANTEE THAT COSOSYS’ SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF THE CUSTOMER DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT COSOSYS’ SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. COSOSYS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COSOSYS’ REASONABLE CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

9. INDEMNIFICATION

9.1. BY CUSTOMER. Customer will indemnify, defend, and hold harmless CoSoSys from and against liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim: (i) regarding Customer’s data; (ii) that Customer’s use infringes or misappropriates any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer’s, or Customer’s End Users’, use of the Hosted Product in violation of this Agreement.

9.2. BY COSOSYS

1. CoSoSys will indemnify, defend, and hold Customer harmless from and against liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) as a result of any final judgment or adjudication against Customer which provides that the Hosted Product appropriately used by Customer infringes or misappropriates any patent, copyright, trade secret or trademark of a third party, provided that Customer promptly notifies CoSoSys of any and all threats, claims, and proceedings related thereto and give reasonable assistance, and that the total aggregate fees paid or payable by the Customer in the twelve (12) months’ period immediately preceding any claim is higher than USD 25,000. In such an event, CoSoSys reserves the exclusive right to control and direct the investigation of such claim, defense, and settlement, if applicable, of the claim. Customer may participate and retain Customer’s own counsel at Customer’s own expense. The foregoing obligations do not apply to the extent the claim is arising from: (i) the Hosted Product or portions or components thereof (a) not created by CoSoSys; (b) that are modified by Customer or any third party after delivery by CoSoSys; and/or (c) combined with other products, processes, or materials where the alleged infringement relates to such combination; (ii) Customer’s Environment; (iii) Customer’s continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (iv) Customer’s use of the Hosted Product is not strictly in accordance with the Agreement and/or the Documentation or Customer’s failure to apply a Content Update made available by CoSoSys that would resolve the alleged infringement; (v) Customer’s settlement or attempt to settle any claim without CoSoSys’ involvement and prior written consent; or (vi) a Trial Version.
2. In the event of a claim, or if CoSoSys believes a claim is likely, CoSoSys will (at its option and discretion) either: (i) procure the right to continue using the Hosted Product, or modify the Hosted Product so as to avoid the infringement; or (ii) refund the relevant pro-rata license fees paid for such Hosted Product.
3. If CoSoSys does not believe the foregoing options are commercially reasonable, then CoSoSys may suspend or terminate Customer’s use of the impacted Hosted Product. If CoSoSys terminates the impacted Hosted Product, then CoSoSys will provide a pro-rata refund of the unearned fees actually paid by Customer applicable to the period following termination of the Hosted Product.

9.3. GENERAL. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THIS SECTION 9 (INDEMNIFICATION) STATES COSOSYS’ SOLE LIABILITY AND THE CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE HOSTED PRODUCT OR OTHER ITEMS COSOSYS PROVIDES UNDER THESE TERMS.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL COSOSYS OR ITS LICENSORS, CHANNEL PARTNERS, SUPPLIERS OR AGENTS BE LIABLE TO CUSTOMER FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF OR CORRUPTION TO CUSTOMER DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF COSOSYS OR ITS LICENSORS, CHANNEL PARTNERS, SUPPLIERS OR AGENTS HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. COSOSYS’ AND ITS LICENSORS’ LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES CUSTOMER PAID, IN THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE DATE A CLAIM IS FIRST ASSERTED AGAINST COSOSYS OR ITS LICENSORS, FOR THE HOSTED PRODUCT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT COSOSYS’S LIABILITY TO CUSTOMER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE HOSTED PRODUCT, CONTENT UPDATES OR UPGRADES. IN THE ABSENCE OF A STATUTE OF LIMITATIONS MANDATED BY THE APPLICABLE LAW, CUSTOMER MAY NOT BRING A CLAIM UNDER THIS AGREEMENT MORE THAN EITHER EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.

11. MAINTENANCE AND SUPPORT

During the applicable Subscription Term, and subject to Customer’s payment of the applicable Subscription Fees, CoSoSys will use commercially reasonable efforts to provide Customer standard technical and operational support and maintenance services during CoSoSys’ normal business hours, in accordance with CoSoSys’ then-current Maintenance and Support Services Policy. CoSoSys also offers a Premium Support option, further detailed in the Maintenance and Support Services Policy, which Customer has the possibility to purchase at a price agreed between the parties.

12. TRIAL AND EVALUATION

If the Hosted Product or a Beta Version of the Hosted Product is provided to Customer for evaluation purposes (each or collectively the “Trial Version”) and Customer has an evaluation agreement with CoSoSys for the Trial Version, Customer’s rights to evaluate the Trial Version will be pursuant to the terms of such evaluation agreement. If Customer does not have an evaluation agreement with CoSoSys for the Trial Version and if Customer is provided with the Trial Version for evaluation purposes, the following terms and conditions shall apply. CoSoSys grants to Customer a nonexclusive, temporary, royalty-free, non-assignable license to use the Trial Version solely for internal non-production evaluation, and subject to any and all technical limitations implemented by CoSoSys in the Trial Version. Such evaluation license shall terminate (i) on the end date of the pre-determined evaluation period, if an evaluation period is pre-determined in the Trial Version or (ii) thirty (30) days from the date of Customer’s initial installation of the Trial Version, if no such evaluation period is pre-determined in the Trial Version (“Trial Period”), in each case this Agreement will automatically terminate (without the requirement of providing any termination notice). The Trial Version may not be transferred and is provided “AS IS” without warranty of any kind or any support or other services (including any updates or upgrades). Customer is solely responsible to take appropriate measures to back up Customer’s system and take other measures to prevent any loss of files or data. You use the Trial Version at Your own risk, and CoSoSys makes no representation or commitment with respect to the security, integrity, availability, resilience and interoperability of the Trial Version. Consequently, CoSoSys shall not be liable, to the maximum extent permitted by law, for any consequential, incidental, direct, indirect, special, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) suffered by You in connection with Your use of the Trial Version. The Trial Version may contain an automatic disabling mechanism that prevents its use after a certain period of time. Upon expiration of the Trial Period, Customer will cease use and destroy all copies of the Trial Version. In addition to the restrictions set forth in Section 2.7, Customer will not attempt to circumvent, dismantle, or otherwise interfere with any time-control disabling functionality in the Trial Version that causes the Trial Version to cease functioning upon the expiration of the Trial Period.

13. CONFIDENTIALITY

13.1. CONFIDENTIAL INFORMATION. Each party may gain access to confidential information belonging to the other party or its Affiliates, including but not limited to (i) the CoSoSys Products and Documentation, including, if applicable, the Trial Version and (ii) highly sensitive business, financial and technological information marked as confidential or proprietary (collectively “Confidential Information”) that constitutes and shall constitute valuable assets and trade secrets. Accordingly, when a party receives Confidential Information from the other party, such party shall (i) keep it in strict confidence in the same manner as it would keep its own Confidential Information, (ii) not disclose it to any third party, with the exception of its or its Affiliates’ employees, contractors or subcontractors (including officers, directors, shareholders, service providers and professional advisors) who have a need-to-know basis in relation with this Agreement and have entered into nondisclosure agreements offering materially the same level of protection. These duties of confidentiality do not apply to Confidential Information which, through no breach of this Agreement (i) is or comes in the public domain, or (ii) is received from a third party who is not under an obligation of confidentiality, or (iii) is known or developed independently by the receiving party. The duties of confidentiality shall survive the expiration or termination of this Agreement for at least ten (10) years, provided that for trade secrets they shall survive indefinitely. Each party may disclose the other party’s Confidential Information when required by law but only after, if legally permissible, it: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure and (c) maintains the confidentiality after the disclosure.

13.2. FEEDBACK. To the extent Customer or any End User provides suggestions or feedback to CoSoSys regarding the functioning, features, and other characteristics of the Hosted Product, Documentation, Trial Version or other materials or services provided or made available by CoSoSys (“Feedback”), Customer hereby grant CoSoSys a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of Customer’s Intellectual Property Rights, for CoSoSys to use and exploit such Feedback in any manner and for any purpose.

13.3. THE REPORTING AND ADMINISTRATION TOOL. CoSoSys will provide the Reporting and Administration Tool only as a part of providing the Hosted Product. Customer’s misuse of the Reporting and Administration Tool is considered a material breach of the Agreement. Any part of the Reporting and Administration Tool and any performance information relating to the Hosted Product will be deemed CoSoSys Confidential Information without any marking or further designation.

14. DATA AND DATA PROTECTION

14.1. PURPOSE. Customer agrees that CoSoSys may process technical and related information about Customer and Customer’s End Users’ use of the Hosted Product and/or, if applicable, the Trial Version, (which may include hardware identification, operating system, application software, peripheral hardware, internet protocol address, administrator contact details, etc.) as well as about the performance of the Hosted Product in accordance with CoSoSys’ Privacy Policy.

14.2. ROLES AND RESPONSIBILITIES. Each party will comply with its respective obligations under applicable data protection legislation and/or regulations, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or any similar regulation under any applicable law, and any regulatory requirements (“Applicable Data Laws”) and will maintain appropriate administrative, physical, technical, and organizational measures to protect against unauthorized or unlawful processing of personal data, that provide an appropriate level of security. The terms used herein shall have the meanings ascribed to them in the GDPR. To the extent the performance of this Agreement requires processing of personal data from and on behalf of the Customer, Customer will be the controller and CoSoSys will be the processor; and Customer agrees that the provisions of the CoSoSys Data Processing Agreement apply to such processing of personal data. Customer represents and warrants that, with respect to any Customer Data (including, without limitation, any Personal Data), transmitted, hosted, stored or processed using the Hosted Product (i) Customer is in compliance with all Applicable Data Laws, and (ii) Customer have obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data through the Hosted Product. CoSoSys will process the personal data only in accordance with the Agreement, or on the documented instructions from the Customer. In case such instructions materially alter the way in which Services are provided, CoSoSys may charge Customer for the reasonable additional costs incurred as a result thereof. CoSoSys constantly improves and implements technical and security measures to help protect Customer data from security attacks. CoSoSys may disclose the collected information if asked to do so by a law enforcement official as required or permitted by law or in response to a subpoena or other legal process.

14.3. DATA TRANSFER. As part of providing the Hosted Product, CoSoSys may store and process Customer Data in the Availability Zones where CoSoSys’ Agent maintains facilities. Customer will be able to choose the zone where the Hosted Product will be hosted. Additionally, while CoSoSys is headquartered in the EU, given the international nature of the business and the centralized nature of some of the enterprise activities, personal data may be stored and processed at various levels (local, regional or global) in other countries where CoSoSys or its Affiliates operate, including outside of the European Economic Area. By using the Hosted Product, Customer consents to this transfer, processing and storage of Customer Data. In case the processing of personal data involves a transfer covered under Chapter V of GDPR, Customer can request to enter into Standard Contractual Clauses with CoSoSys, by contacting legal@cososys.com.

14.4. ANALYTICS AND STATISTICAL DATA. From time to time, the Hosted Product may collect certain information from the device on which it is installed, which may include: information regarding installation and activated features of the Hosted Product. This information indicates to CoSoSys whether installation of the Hosted Product was successfully completed and is collected by CoSoSys for the purpose of evaluating and improving CoSoSys product installation success rate. This information will not be correlated with any personally identifiable information. The collected information as set out above is necessary for the purpose of optimizing the functionality of CoSoSys products. CoSoSys may disclose the collected information if asked to do so by a law enforcement official as required or permitted by law or in response to a subpoena or other legal process. In order to promote awareness, detection and prevention of removable storage risks, CoSoSys may use statistics derived from the information to track and publish reports on security risk trends. By using the Hosted Product, Customer acknowledges and agrees that CoSoSys may collect, transmit, store, disclose and analyze such information for these purposes.

15. U.S. GOVERNMENT RESTRICTED RIGHTS

For purposes of sales to government entities in the United States, the Hosted Product and the accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. CoSoSys reserves all rights, whether published or unpublished, under the copyright laws of the United States. Any use, modification, reproduction, release, performing, displaying, or disclosure of the Hosted Product or the accompanying Documentation by or for the U.S. Government will be governed solely by the terms and conditions of this Agreement, which can be complemented with strictly applicable provisions of statutes, regulations, and the terms of the GSA Schedule. In the event of conflict between this Agreement and any provisions of the respective statutes, regulations and the terms of the GSA Schedule, this Agreement will prevail to the fullest extent permitted by the law.

16. EXPORT REGULATION

Customer hereby agrees that Customer will use, disclose and/or transport the Hosted Product in accordance with any applicable export control laws and regulations and that Customer is solely responsible for fulfilling any applicable governmental requirements in connection with Customer’s use, disclosure and/or transport of the Hosted Product and relating to any transfer. Customer hereby agrees that Customer will not export, use or sell the Hosted Product (i) in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons or otherwise for any military purposes; and/or (ii) in any territory falling within the scope of US and EU sanctions lists; and/or (iii) for the benefit of any country, organization, individual or other type of entity falling within the scope of the US and EU sanctions lists. Customer agrees to indemnify and hold CoSoSys harmless from and against any claim, loss, liability or damage suffered or incurred by CoSoSys resulting from or related to Customer’s violation of this paragraph.

17. TERMINATION

17.1. TERMINATION FOR CAUSE. These terms are effective as of the Effective Date and will continue for as long as the Hosted Product is being provided to Customer under this Agreement. Either party may terminate this Agreement immediately without further notice if the other party materially breaches its obligations under this Agreement and does not remedy such breach within thirty (30) calendar days of the date on which the breaching party receives written notice of such breach from the non-breaching party. Additionally, either party may terminate this Agreement and any or all Order Forms without liability to the other party (i) if the other party enters into compulsory or voluntary liquidation, ceases for any reason to carry on business, has a receiver or trustee appointed or takes or is subject to any similar action under the applicable law and such proceedings and/or actions are not dismissed or resolved in ninety (90) days, or (ii) immediately, if the other party is declared bankrupt or insolvent.

17.2. TERMINATION FOR CONVENIENCE. Neither party may terminate this Agreement for convenience. Customer’s unilateral decision to stop using the Hosted Product at any time for any reason, other than exercising its rights pursuant to Section 12.1 (Termination for Cause), shall neither entitle Customer to any refund of any prepaid Fees, nor relieve Customer’s obligation to pay the Fees committed to in an Order Form, throughout the end of the contracted Term, regardless if Customer uses the Hosted Product or not.

17.3. EFFECTS OF TERMINATION. Upon the termination of this Agreement for any reason: (i) the rights granted to Customer under this Agreement in respect of the Hosted Product will terminate, and Customer and Customer’s End Users will immediately cease use of the Hosted Product; (ii) CoSoSys’ obligations to provide Support Services will immediately terminate; (iii) Customer will pay to CoSoSys the full amount of any outstanding fees due hereunder. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable for the Hosted Product under an Order Form, invoice or similar ordering document.

17.4. RETRIEVAL AND DELETION OF CUSTOMER DATA. Upon termination or expiration of this Agreement, CoSoSys will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at CoSoSys’ then-current rates for the applicable Hosted Product, during which time all logs and reports will still be accessible. After a commercially reasonable period of time, CoSoSys will delete Customer Data pursuant to the CoSoSys Privacy Policy. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE HOSTED PRODUCT MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR AT COSOSYS’ CONTROL) WILL RENDER THE HOSTED PRODUCT (AND RELATED DATA) UNUSABLE UPON TERMINATION OR CUSTOMER’S BREACH OF THIS AGREEMENT.

18. SURVIVAL

The following provisions of this Agreement survive termination of this Agreement: Definitions, Restrictions on Use, Intellectual Property, Ownership/Title, Warranty Disclaimers, Limitation of Liability, U.S. Government Restricted Rights, Confidentiality, Effects of Termination, Export Regulation, Survival, General or any other clause(s) which by their nature are intended to continue beyond the termination or expiration of this Agreement.

19. GENERAL

19.1. ASSIGNMENT. Customer may not assign the rights granted hereunder or this Agreement, in whole or in part and whether by operation of contract, law or otherwise, without CoSoSys’ prior express written consent, except that Customer may, without such consent, assign or transfer this Agreement, in whole, pursuant to a transfer of all or substantially all of Customer’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. CoSoSys may freely assign or transfer this Agreement hereunder without Customer’s consent. The provisions hereof are for the benefit of the parties and their permitted assigns only and not for any other person or entity.

19.2. COMPLIANCE WITH APPLICABLE LAW. Customer is solely responsible for Customer’s compliance with, and Customer agrees to comply with, all applicable laws, rules, and regulations in connection with Customer’s use of the Hosted Product and/or, if applicable, the Trial Version.

19.3. GOVERNING LAW. SEVERABILITY. WAIVER. This Agreement will be governed by the Law of England and Wales, excluding its provisions regarding conflict of laws, and any disputes not resolved amicably shall be submitted to the exclusive jurisdiction of the courts of London, United Kingdom. The United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act shall not apply to this Agreement, or any actions hereunder. If any provision of this Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Agreement shall remain in full force and effect. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Nothing in this Agreement will limit either party’s ability to seek equitable relief. A waiver of any breach or default under this Agreement shall not constitute a waiver of any other subsequent breach or default.

19.4. THIRD PARTY PROGRAMS. The Hosted Product may incorporate and consist of third-party software programs (“Open Source Software”) which Customer may use under the terms and conditions of the specific license under which the Open Source software is distributed, which are available here, and such Open Source Software is not licensed to Customer under the terms of this Agreement. Title to Open Source Software remains with the applicable licensor(s). Any Open Source Software provided with or contained in the CoSoSys product is provided "AS IS" and without any warranty of any kind. This Agreement does not alter any rights or obligations Customer may have under those open source or free software licenses. Customer acknowledges that, other than stated herein, CoSoSys can never be liable for any Open Source Software.

19.5. PUBLICITY. Customer hereby consents to CoSoSys’ inclusion of Customer’s name in a customer list, but only if Customer is not the only customer appearing on the list. Other than this, neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written consent. In case the Customer would like to be excluded from such list, Customer shall send a written notification to CoSoSys, and CoSoSys shall certify the exclusion accordingly.

19.6. FORCE MAJEURE. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.

19.7. NO AGENCY. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture or any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

19.8. NOTICES. Any notice, report, approval, authorization, agreement, or consent required or permitted hereunder will be in writing; notices will be sent to the address that the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts.

19.9. ENTIRE AGREEMENT. This Agreement, including any related Order Forms and policies incorporated herein by reference, represents the complete and exclusive agreement between Customer and CoSoSys relating to the Hosted Product and supersedes and cancels any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned. This Agreement may be modified by an Order Form that accompanies or follows this Agreement, provided it is mutually executed. If any term of this Agreement shall to any extent be declared invalid or unenforceable, such term or provision shall be enforced to the maximum extent permissible to reflect the intent of the parties, and the remainder of this Agreement shall not be affected hereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by the law. CoSoSys may amend the terms and conditions of this Agreement at any time by notice to Customer. Such amended terms and conditions shall be binding upon Customer with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of the Agreement that may have been embedded in the Hosted Product itself. If Customer and CoSoSys have signed a separate written agreement covering the use of the Hosted Product, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this Agreement.

Use of this product is subject to the acceptance of the Hosted Service Agreement upon download and installation of the Hosted Product. www.CoSoSys.com, www.EndpointProtector.com

If you have any questions concerning this Agreement, please contact us at legal@cososys.com