SkyFormation End User License Agreement

END USER LICENSE AGREEMENT
Last updated at: Feb 24, 2019

1. ACCEPTANCE.

   1. By installing the SkyFormation Software ("Software“)
      and/or clicking the “I agree” button (or any similar button)
      and/or using the Software and/or any services provided by
      SkyFormation Ltd. (”Licensor“) in connection with the
      Software (”Services", together with the Software, the
      "Software Product“), user (”Licensee“) agrees to be
      legally bound by this End User License Agreement (”EULA")
      the Licensor. If Licensee does not agree to the terms of this
      license, Licensee must not install or use or attempt to use or
      install the Software Product.

   2. Licensor may amend the terms of this EULA from time to time and
      each amended EULA will be in effect from the time it is first
      posted on
      https://support.skyformation.com/hc/en-us/articles/360015157094-SkyFormation-End-User-License-Agreement- ("Site").

2. GRANT OF LICENSE.

   1. Subject to the terms and conditions of this EULA, Licensor
      grants Licensee a limited, personal, non-exclusive,
      non-transferable, non-sub-licensable license to download,
      install and use the Software Product subject to the terms
      hereof, solely for the purpose of monitoring Licensee’s own
      cloud services.

   2. If Licensee monitors cloud services owned by different entities
      ("Multi-Tenants“), Licensee must make sure that it has
      executed Managed Security Service Provider (”MSSP")
      Partner Agreement with SkyFormation, and is in strict compliance
      with such agreement.

3. LICENSE RESTRICTIONS.

   1. Licensee must install the Software Product in accordance with
      the terms hereof and any additional instructions of the
      Licensor. Except as expressly and unambiguously permitted
      hereunder, Licensee may not, and/or permit anyone else to,
      directly or indirectly: (i) commercially distribute, rent,
      lease, market, sublicense, resell or otherwise transfer the
      Software Product; (ii) copy or modify the Software Product
      either alone or in conjunction with any other product or
      program; (iii) alter, tamper with, repair, or otherwise create
      derivative works of any software included in the Software
      Product, or apply any other process or procedure to derive the
      source code of any software included in the Software
      Product, (iii) decompile, disassemble or reverse engineer all or
      any portion of the Software Product, or apply any other process
      or procedure to derive the source code of any software included
      in the Software Product; (iv) remove any identification,
      including copyright, trademark, patent or other notices,
      contained in or on the Software Product; or (v) use the
      Licensor’s name, logo or trademarks without prior written
      consent from Licensor.

   2. Any right not explicitly granted to Licensee is reserved to the
      Licensor or its licensors, if any.

   3. It shall hereby be clarified that Licensee’s use of the
      Software Product is subject to the existence of and Licensee’s
      compliance with valid agreements ("Third Party
      Agreements") between the Licensee and the third party
      providers of cloud services and/or cloud applications, which
      Licensee uses in connection with the Software Product
      (collectively "Cloud Service Providers"). In case Licensee
      is not party to valid Third Party Agreement(s) with the Cloud
      Service Providers, and/or does not comply with all the terms of
      such Third Party Agreement(s), Licensee must not use, or must
      immediately stop using the Software Product.

   4. If Licensee provides any suggestions to SkyFormation or its affiliates, SkyFormation will own all right, title, and interest in and to the suggestions, even if Licensee has designated the suggestions as confidential. SkyFormation and its affiliates will be entitled to use the suggestions without restriction.

   5. Licensee acknowledges that SkyFormation may occasionally bring
      down part or all of its system for maintenance purposes.

4. OWNERSHIP; COPYRIGHT PROTECTION.

   1. The Software Product is licensed, not sold. As between the
      parties, all title, ownership rights, and intellectual property
      rights (including all copyrights, patents, trade secret rights
      and trademarks) in and to the Software Product, including all
      documentation, shall remain in Licensor, its affiliates, or
      their respective suppliers and licensors, if any.

   2. If Licensee provides any feedback to Licensor concerning the
      Software Product (including but not limited to identifying
      potential errors, enhancements and improvements)
      ("Feedback"), Licensee hereby assigns to Licensor all right,
      title, and interest in and to the Feedback. Licensor may use
      such Feedback without any payment or restriction.

       

5. AUTOMATIC UPDATES.

   1. Licensee acknowledges that the Software Product may include
      automatic updating. Licensee will be provided with an option to
      activate/deactivate such automatic updates when available.

6. TERM AND TERMINATION.

   1. The EULA is effective as of the day Licensee installs the
      Software Product.

   2. Licensor shall be entitled to terminate this Agreement at any
      time and for any reason or for no reason without any prior
      notice.

   3. Any failure to comply with this EULA or the termination hereof
      (whichever occurs first) will result in the automatic and
      immediate termination of the license granted herein. Upon
      termination of the license granted herein for any reason,
      Licensee agrees to immediately cease the use of the Software
      Product and destroy all copies, full or partial, of the licensed
      Software Product.

   4. Any financial obligations incurred by the Licensee before the
      termination of this Agreement shall survive any expiration or
      termination of the EULA.

   5. The following provisions will survive any termination of this
      EULA: Sections 4, 6.3, 6.4, 6.5, 8-13.

7. EXTERNAL SERVICES.

   1. Licensee understands that when using the Software Product,
      Licensee is exposed to third-party content, services and
      websites ("External Services"), and that Licensor is not
      responsible for the accuracy, usefulness, safety, or
      intellectual property rights of or relating to such External
      Services, and Licensee agrees to waive, and hereby does waive,
      any legal or equitable rights or remedies Licensee might have
      against Licensor with respect thereto.

   2. Licensee acknowledges that Licensor is not responsible for the
      privacy practices with respect to the External Services. Any
      information collected by third parties (including but not
      limited to cloud providers) is subject to such third parties’
      privacy policies.

8. PRIVACY; DISCLOSURE OF INFORMATION.

   1. Licensor does not collect any personal information via the
      Software Product.

   2. Without derogating from the above, Licensor may collect certain
      non-personal data, as set forth in SkyFormation’s privacy
      policy at
      http://www.skyformation.com/skyformation-privacy-policy, and
      as may be amended from time to time ("Data").

   3. Licensor may disclose any Data if Licensor has a good faith
      belief that disclosure of such information is reasonably
      necessary to (i) comply with any applicable law, regulation,
      legal process or governmental request; (ii) detect, prevent, or
      otherwise address fraud or security issues; or (iii) protect
      against harm to the rights, property or safety of Licensor, its
      users, Licensee, or the public.

   4. In the event that Licensor is acquired by or merged with a third
      party entity, Licensor reserves the right to transfer or assign
      any Data as part of such merger, acquisition, sale, or other
      change of control. In such case, the Data will be subject to the
      privacy policy of the purchaser or assignee.

9. DISCLAIMER.

   1. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE PRODUCT IS
      PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND THE LICENSOR,
      ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD PARTY LICENSORS, IF
      ANY, DISCLAIM ANY WARRANTIES, INCLUDING WITHOUT LIMITATION
      REGARDING THE SECURITY, RELIABILITY, TIMELINESS, PERFORMANCE OF
      THE SOFTWARE PRODUCT, MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE AND NONINFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT
      THE SOFTWARE PRODUCT AND/OR THE EXTERNAL SERVICES WILL OPERATE
      ERROR-FREE, THAT THE SOFTWARE PRODUCT AND/OR THE EXTERNAL
      SERVICES IS FREE OF COMPUTER VIRUSES OR ANY OTHER HARMFUL
      MECHANISMS, OR THAT THE LICENSOR WILL CORRECT ANY ERRORS IN THE
      SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
      BY LICENSOR OR ANYONE ON ITS BEHALF WILL CREATE A WARRANTY.

10. LIMITATION OF LIABILITY.

    1. IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, SUBSIDIARIES OR
       ITS THIRD PARTY LICENSORS, IF ANY, BE LIABLE FOR ANY DAMAGES
       WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL,
       INDIRECT, DIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES)
       ARISING, IN CONNECTION WITH THE SOFTWARE PRODUCT, THIS EULA, OUT
       OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT FOR ANY
       REASON, OR ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE
       DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF
       USER’S DATA, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE
       POSSIBILITY OF SUCH DAMAGES.

    2. WITHOUT DEROGATING FROM ANY OF THE FOREGOING, LICENSOR’S TOTAL
       AGGREGATE LIABILITY UNDER THIS AGREEMENT, IF ANY, TO LICENSEE OR
       ANY THIRD PARTY, IN CONNECTION WITH ANY CLAIM RELATING TO THE
       SOFTWARE PRODUCT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY
       LICENSEE TO LICENSOR FOR THE SOFTWARE PRODUCT, IF ANY, IN THE 6
       MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM,
       FOR USING THE SOFTWARE PRODUCT.

    3. THE EXISTENCE OF ONE OF MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.
       WITHOUT DEROGATING FORM THE ABOVE, NO ACTION ARISING UNDER OR
       RELATING TO THIS AGREEMENT, REGARDLESS OF ITS FORM, MAY BE
       BROUGHT AGAINST THE LICENSOR THAN SIX (6) MONTHS AFTER THE CAUSE
       OF ACTION HAS ACCRUED AND IN ANY EVENT NO LATER THAN THREE (3)
       MONTHS AFTER THE TERMINATION OF THIS AGREEMENT.

11. INDEMNIFICATION.

    1. Licensee shall indemnify, hold harmless, and defend the
       Licensor, its affiliates, directors, employees, and agents, from
       and against any loss, liability, damages, costs or expenses
       (including but not limited to reasonable attorney’s fees)
       arising from or incurred as a result of (i) Licensee’s acts or
       omissions hereunder; or (ii) Licensees violation of any terms of
       this EULA. Licensor reserves the right, at Licensee’s expense,
       to assume the exclusive defense and control of any matter
       subject to indemnification by Licensee.

12. EXPORT CONTROLS

    1. Licensee acknowledges that the Software Product may be subject
       to international rules that govern the export of the Software
       Product. Licensee agrees to comply with all applicable
       international and national laws that apply to the Software
       Product as well as APPLICABLE end-user, end-use and destination
       restrictions issued by national governments.

13. MISCELLANEOUS.

    1. This EULA constitutes the single and entire agreement applying
       to the Licensee’s use of the Software Product, and supersedes
       any prior representations and negotiations, if any; all other
       terms which are not expressly incorporated herein.

    2. This EULA may only be modified by Licensor.

    3. If any portion of this EULA is held to be invalid or
       unenforceable, the remaining portions of this EULA will remain
       in full force and effect. Any invalid or unenforceable portions
       will be interpreted to effect and intent of the original
       portion. If such construction is not possible, the invalid or
       unenforceable portion will be severed from this EULA but the
       rest of the EULA will remain in full force and effect.

    4. The failure by Licensor to enforce any provision of this EULA
       will not constitute a present or future waiver of such provision
       nor limit Licensor’s right to enforce such provision at a later
       time. All waivers by Licensor must be in writing to be
       effective.

    5. The terms of this EULA are personal to Licensee and may not be
       assigned or transferred for any reason whatsoever without the
       prior written approval of the Licensor and any action or conduct
       in violation of the foregoing shall be void and without effect.

    6. This Agreement shall be governed by the laws of the State of
       Israel. The competent courts located of Tel Aviv, Israel shall
       have exclusive jurisdiction to adjudicate any dispute arising
       out of this Agreement.

    7. Contact Information. For any lack of clarity with respect to the
       terms hereof or for any questions Licensee may have, Licensee is
       invited to contact the Licensor at legal@skyformation.com.