Hunters SaaS License Agreement

This Agreement (the “Agreement”) is entered into on the date of last signature below, by and between Cyber Hunters Ltd./Inc.[please choose the appropriate entity], an Israeli company with principal place of business at 94th Yigal Alon St. Tel Aviv-Yafo, Israel 6789156 (“Company”) and [enter customer legal entity] a [_______] corporation with principal place of business at [__________________] (the “Customer”) (each, a “Party” and collectively, the “Parties”).

1. License and Services

Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access and use, for internal purposes only, during the Term of this Agreement and the term of the applicable Order (as defined below), the Company’s proprietary cyber-security software, which is provided via cloud service, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions (whether or not created as part of the Services (as defined below)) and any related documentation (“Solution”) as set forth in the order attached hereto as Exhibit A (“Initial Order”). To the extent any professional services are required for and requested by the Customer now or in the future, such services will be included in the Initial Order or described in an additional order(s) to be entered into, in writing, between the Parties (the “Services” and the “Additional Order(s)”, respectively). The Initial Order and any additional Order(s) shall be referred to, collectively as the “Order”. To the extent there is a conflict between the terms of an applicable Order and the terms of this Agreement, this Agreement shall control unless a Section of the applicable Order expressly states that it is intended to modify the terms of this Agreement.

2. Support

Support and maintenance services are provided according to the Service Level Agreement attached hereto as Exhibit B (“SLA”).

3. Payment

In consideration for the Solution and the Services (if applicable), Customer shall pay to the Company for the Services the fees set forth in the applicable Order(s) (the “Compensation”). Unless otherwise specified in the applicable Order(s), all payments due under this Agreement shall be made in US$ and against an invoice issued in accordance with applicable law. Unless other payment terms are set out in the applicable Order(s), Company will submit invoices on an annual\monthly basis for all fees, charges and expenses under this Agreement, which are due and payable thirty (30) days from the invoice date. The Compensation calculation is based upon the use limitations set forth in the applicable Order, in the event that Customer exceed such use limitations in 3 consecutive months during the then current Term (the Initial Term or a Renewal Term), Company will notify Customer of such excess use, and the Customer will required to decide either (i) to decrees the excess use such that it will comply with the use limitations of the applicable Order for the remainder of the then current Term; or (ii) to upgrade the license such that the actual use will be in accordance with the upgraded license (the Compensation will be adjusted accordingly).

Customer shall reimburse Company for all reasonable and documented travel, per diem living, and other out-of-pocket expenses incurred in connection herewith.

All sums payable under this Agreement are exclusive of VAT, withholding tax and all other taxes, duties, levies, imports and like matters imposed by any governmental authority (collectively, “Taxes”) which, if applicable, shall be paid by the Customer at the rate and in the manner prescribed by law. The Customer shall hold the Company harmless for all Taxes which are levied or imposed under this Agreement. If applicable law requires the Customer to withhold any taxes levied on payments to be made pursuant to this Agreement (the “Withholding Tax”), the prices set out in this Agreement shall be adjusted to compensate for such Withholding Tax. Upon request, the Customer shall provide to the Company a certificate evidencing payment of any such taxes as indicated above. Any amounts payable by Customer hereunder which remain unpaid after the due date shall be subject to the payment of interest in an amount equal to one and one-half percent (1.5%) per month (or the highest amount permitted by law, if less), accruing from the due date until the amounts due and payable hereunder are paid to the Company in full.

4. Customer Account

The Solution may only be used through a Customer account (“Account”). Such Account may be accessed solely by Customer’s representatives who are explicitly authorized by Customer to use the Solution (“Permitted Users”). Permitted Users must provide accurate and complete information. Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms and conditions of this Agreement; and will be fully responsible for any breach of this Agreement by a Permitted User. Unauthorized access or use of the Account or the Solution must be immediately reported to the Company.

5. Prohibited Uses

Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Solution (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Solution to any third party; (iv) disclose the results of any testing or benchmarking of the Solution to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Solution’s source code or underlying algorithms; (vi) use the Solution in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Solution; (viii) circumvent, disable or otherwise interfere with security-related features of the Solution or features that enforce use limitations; (ix) export, make available or use the Solution in any manner prohibited by applicable laws (including without limitation export control laws); and/or (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Solution.

6. Third Party Components

The Solution may use or include third party software, files, libraries or components that are subject to third party open source license terms. A list of such components will be provided on demand and may be updated from time to time. Requests in connection with the foregoing may be forwarded to: sales@hunters.ai

7. Mutual Warranties

Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

8. Intellectual Property Rights

The Solution is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Solution and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Solution other than a limited right to use the Solution in accordance with the terms and conditions of this Agreement. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law.

If Company receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Solution (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company without all intellectual property rights it has in such Feedback and waives any and all rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

9. Limited Warranties

The Company represents and warrants that, under normal authorized use, the Solution shall substantially perform in conformance with its documentation. As the Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts repair the Solution in accordance with the SLA. The warranty set forth shall not apply if the failure of the Solution results from or is otherwise attributable to: (i) repair, maintenance or modification of the Solution by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Solution; (iii) use of the Solution other than in accordance with the Solution’s documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Solution with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOLUTION AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOLUTION EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM CUSTOMER USE OF OR INABILITY TO USE THE SOLUTION, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY CUSTOMER TO COMPANY FOR USING THE SOLUTION AND OR THE SERVICES WITHIN THE 6 MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.

11. Indemnification

Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Solution, when used as permitted under this Agreement, infringes copyrights or trade secrets of a third party (“IP Infringement Claim”); and Company will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, provided that (i) Customer promptly notifies Company in writing of such claim; (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim, and (iii) provides Company with all reasonable information and assistance. Company will not be bound by any settlement that Customer enters into without Company's prior written consent.

If the Solution becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Solution; (b) replace or modify the Solution to avoid the IP Infringement Claim; or (c) Company may terminate this Agreement upon written notice to Customer and Company will refund Customer any amount pre-paid by Customer for the remaining unused period of the license.

Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Solution made by a party other than Company or its designee;; or (ii) combination or use of the Solution with equipment, devices or software not supplied or authorized by Company or not in accordance with the documentation.

This Section states Company's entire liability, and Customer's exclusive remedy, for claims or alleged or actual infringement.

Customer shall defend, indemnify and hold harmless Company, its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from Customer's violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing Customer's obligations under this Section, Company reserve the right (at Customer's own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Customer if Customer chooses not to defend or settle it. Customer agree not to settle any matter subject to indemnification without first obtaining Company's express written approval.

12. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of [__] months thereafter (the “Initial Term”). Following the end of the Initial Term, the Agreement will automatically extend for one year periods (each, a “Renewal Term”) unless either Party provides the other Party with a written notice of non-renewal at least sixty (60) days prior the end of the then current Term. The Initial Term and any Renewal Term, shall be referred to, collectively, as the “Term”.

Notwithstanding the generality of the foregoing, each Party may terminate this Agreement immediately, in any of the circumstances set forth herein: (i) the other Party has breached any material provision hereof and has failed to remedy such breach within 30 days of the date of receipt of a written notice; or (ii) a receiver is appointed or applied for with respect to the other Party or its property or a petition in bankruptcy is filed by or against the other Party, or it makes an assignment for the benefit of creditors which has not been dismissed within 60 days.

In the event of termination for any reason, whether initiated by the Company or the Customer, all Orders shall terminate as well and the Customer shall pay the Company any and all sums owing to the Company, together with any costs and expenses to which the Customer is committed, as of the date of such termination.

This Section 12 and Sections 7 (Warranties), 8 (Intellectual Property Rights), 9 (Limited Warranties) 10 (Limitation of Liability), 11 (Indemnification), 13 (Confidentiality) and 14 (Miscellaneous) shall survive termination of this Agreement.

13. Confidentiality

Neither Party (the “Receiving Party”) shall disclose to third parties, nor use for any purpose other than for the proper use or provision of the Solution and/or Services any Confidential Information received from the other Party (the “Disclosing Party”) in whatever form under this Agreement any information pertaining to the Services and/or Solution without the prior written permission of Disclosing Party. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to the Disclosing Party’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections, and also includes the terms and conditions of this Agreement. Receiving Party shall limit access to Confidential Information to those of Receiving Party’s personnel for whom such access is reasonably necessary for the proper performance of this Agreement. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. Receiving Party shall be responsible for any breach of this Agreement by any of Receiving Party’s personnel. Receiving Party shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as Receiving Party exercise in protecting Receiving Party’s own proprietary information. The aforementioned limitations shall not apply to Confidential Information which the Receiving Party can demonstrate: (i) was in Receiving Party’s possession prior to disclosure hereunder, provided that, immediately upon disclosure, Receiving Party have brought this fact to the attention of the Disclosing Party; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that Receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Agreement.

14. Miscellaneous

This Agreement, including any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Company without restriction or notification. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. Customer agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv, Israel, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Solution or Services resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Exhibit B

HUNTERS SERVICE LEVEL AGREEMENT (SLA)

Service Provider reserves the right to change the terms of this SLA by providing Company with at least thirty (30) days prior written notice.

During the term of the Agreement, Service Provider will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage (defined below) of at least 99.5% during monthly billing cycle (the "Service Commitment").

The following definitions apply to this SLA:

• "Downtime" or "Downtime Incident" means the time in which Service Provider's Service is unavailable to the Company as measured and determined solely by Service Provider based on its systems Downtime Incidents shall exclude: (i) planned downtime incidents announced in-advance by Service Provider, including without limitation, for periodic upgrade and maintenance, cyber attacks on Service Provider's collectors (hardware or virtual) within the Company's infrastructure (ii) network disruption between  Company’s network and the software outside of Service Provider's control; (iii) Downtime Incidents that are caused by the SLA Exclusions specified below, and/or (iv) any time where Service Provider is awaiting information from the Company or awaiting Company confirmation that the software has been restored.
• "Downtime Period” means the number of minutes in a calendar month during which Service Provider's Service is unavailable to the Company due to Downtime Incident(s).
• "Monthly Uptime Percentage” means the monthly uptime expressed as a percentage, calculated based on the total number of minutes in a calendar month, minus the Downtime Period, divided by the total number of minutes in a calendar month.

SLA Exclusions:

The SLA does not apply to any: (a) features or services excluded from the Agreement (as specified in the associated Documentation); or (b) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond Service Provider’s reasonable control (e.g. any force majeure event, Internet access or related problems beyond Service Provider's reasonable control etc.); (iii) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Service Provider’s software; (v) resulted from use of the Service Provider’s software other than in accordance with its manuals, specifications or documentation or in violation of the Agreement; (vi) resulted from Company's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Service Provider’s direct control); and/or (vii) resulted from the combination of the Service Provider’s software with equipment or software not authorized or provided by Service Provider or otherwise approved by Service Provider in the software's manuals, specifications or documentation.

Service Level Objectives:

Service Provider offers Service Level Objectives for the initial response to Company support tickets based on the severity of the Company impact. The ticket priority is based on the business impact as described in the table below.

In order for the service level objective to be achieved, the requestor is required to contact Service Provider’s support via email at support@hunters.ai or web access via support.hunters.ai.  Service Provider may, at any time update (subject to 30 days' prior notice) the communication methods to be used in order to submit the issue to Service Provider’s support team and requestor must provide Service Provider with all information, documentation, assistance and access as Service Provider might reasonably require, including, without limitation:

-    application knowledge,
-    listing of any output,
-    detailed steps required to enable Service Provider to replicate the problem, and
-    exact wording of error messages.

Exclusions

The technical support described above will only be provided with respect to SaaS version which is under support, and Service Provider shall not be required to correct any error that in Service Provider’s reasonable discretion resulting from:

1. Any modifications of the SaaS that have not been approved by Service Provider in writing;
2. Company's instructions, or installation or set up adjustments;
3. Use of the SaaS other than as permitted in the software license agreement;
4. Any fault in any equipment or programs used in conjunction with the SaaS, or other causes beyond the control of Service Provider; and/or
5. Company's negligence or willful misconduct.

Company's Responsibilities

Service Provider's obligations hereunder are subject to the following:

1. Company agrees to receive from Service Provider communications via e-mail, telephone, and other formats;
2. Company's technical support contact shall cooperate with Service Provider at all time during the provision of technical support and maintenance services hereunder; and
3. Company shall report to Service Provider all problems with the SaaS and shall implement any corrective procedures provided by Service Provider reasonably promptly after receipt.