Subscription Agreement

This Subscription Agreement (the “Agreement”) between Unixi INC. (“Unixi”) and the Customer (as defined in the Purchase Order) permits the Customer to purchase a subscription for the Service (as defined below) from Unixi pursuant to the Order Forms referencing this Agreement and set forth in the terms and conditions under which the Product and Services shall be delivered. This Agreement shall govern the Customer’s initial purchase as well as any future purchases made by the Customer pursuant to an Order Form which reference this Agreement. This Agreement includes any and all attachments and Order Forms executed by the Customer and Unixi. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Forms, the terms of this Agreement shall prevail. No terms in any purchase order or other document delivered by Customer (other than Order Forms which were duly executed by all parties hereto) shall be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by Unixi. Unixi and Customer may be referred to collectively as the “Parties” or each individually as a “Party.”

1. • Definitions
     1. “Product” means Unixi’s proprietary Software-as-a-Service platform that safeguards Customer’s enterprise from identity theft cyber-attacks, as specified in the Order Form. The term “Product” shall also include any Documentation (if any) for the Product provided to the Customer under this Agreement.
     2. “Documentation” means the documentation generally made available to Customer by Unixi that accompanies the Product (if any). 
     3. “Service” means the Customer’s right to access the applicable Product and receive the support services in connection with the Product, during the Subscription Term (as defined in the Order Form).

• ORDERING SUBSCRIPTIONS AND PAYMENT

1. 1. 1. The Customer may purchase a subscription for the Service from Unixi by signing the order form issued by Unixi which references this Agreement (each, an “Order Form”). No Order Form shall be binding until accepted in writing by Unixi. The Customer order details shall be as stated in a purchase order placed with Unixi. 
      2. Customer’s access and use of the Product is subject to the timely payment of all fees as set forth in the Order Form. Each Party will be responsible, as required under applicable law and/or regulation, to pay all applicable taxes and other governmental fees and charges (and any penalties, interest and other additions thereto) that are imposed on such Party hereunder. Applicable taxes and duties may be added to the fees or rates under the Order Form, and Unixi may charge and Customer will pay, where applicable, national, state or local sales or use taxes, or value added or goods and services tax (“Tax”). Upon request, Customer will provide such information to Unixi to determine tax obligations. Neither Party will collect or withhold Tax with respect to which the other Party provides a valid Tax exemption certificate issued by the applicable tax authority whose regulations bind and obligate such collecting/withholding Party.

• PRODUCT

1. 1. 1. During the Subscription Term, the Customer may access and use the Product solely for its own benefit and in accordance with the terms and conditions set forth in this Agreement, the Documentation and any additional scope of use restrictions designated on the applicable Order Form. The Product may only be directly used by the number of Users purchased by the Customer who are employees of the Customer. The Customer shall be solely responsible for any and all activities carried out using the Customer’s (including Users’) accounts and any applicable user IDs, passwords or other authentication credentials provided by Unixi. In the event that any User, who has access to such credentials, is no longer authorized to use the Product on behalf of the Customer, the Customer shall promptly inform Unixi.
      2. Customer shall be prohibited from the following: (i) to rent, lease, copy, provide access to, demonstrate, or sublicense any Product to a third party; (ii) use any Product, or incorporate any Product into, any product or service provided to a third party; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to any Product, except to the extent expressly permitted by applicable law (and even then, only upon providing prior written notice to Unixi); (iv) modify any Product or any Documentation, or create any derivative product from any of the foregoing; (v) remove or obscure any proprietary or other notices contained in any Product (including any reports or data printed from the Product); (vi) publicly disseminate any information regarding the performance of the Product; (vii) make any representations, warranties or other commitments on Unixi’s behalf, whether to Users or any other person or entity, concerning the Product or Services, including, without limitation, their functionality, performance, security or other features. 

• DATA PROTECTION AND PRIVACY

1. • 1. The provisions of the Data Processing Addendum available at http://Unixi.IO/dpa/  (“DPA”), incorporated herein by reference and forms an integral part of these Agreement, shall apply to and settle the parties’ obligation with regards to the processing of Personal Data (as defined under the DPA) by Unixi on behalf of the Customer in the course of the provisions of the Services.
     2. Without derogating from the obligations under the DPA, the Customer acknowledges and warrants that the Customer is independently responsible to comply with its obligations under applicable data protection laws, and the Customer has all the necessary rights to enable Unixi to lawfully process the Personal Data in relation to the Services. The Customer is responsible to ensure that it has established the applicable lawful bases to support the lawfulness of the processing, including, where required, obtained individuals’ consent and that all notices and disclosures related to the processing of Personal Data by Unixi are provided to the applicable individuals. 
   • INTELLECTUAL PROPERTY OWNERSHIP
     1. The Customer agrees that Unixi or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Product, Services, Documentation and any and all related and underlying technology and documentation and any modifications or derivative works thereof (collectively, the “Unixi Technology”). Furthermore, the Customer acknowledges that the Product is offered as an online, hosted solution, and that the Customer has no right to obtain a copy of the Unixi Technology used to provide such service.
     2. Customer is not required to provide Unixi with any comments, information, questions, data, ideas, descriptions of processes, or other information to Unixi (“Feedback”) regarding the Product or Services. However, should Customer provide any feedback or suggestions regarding the Product or Services, then, Customer hereby grants Unixi a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, and use such feedback and suggestions in any manner and via any media Unixi chooses, without reference to the source of such comments or suggestions.

• DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

1. • 1. Unixi represents and warrants that, under normal authorized use, the Product will perform substantially in accordance with the Documentation. Other than as set forth in the preceding sentence, Unixi does not make any commitments about the Product, the specific functionality or reliability of the Product, availability or ability to meet Customer’s needs, and Customer utilizes the Product at its sole and exclusive risk. Unixi shall not be liable for delays, interruptions, data loss, service failures and other problems inherent in the use of the internet and electronic communications or other systems. Accordingly, the Product is provided on an “AS IS” and “AS AVAILABLE” basis, and  to the fullest extent permitted by law, Unixi, its affiliates, their officers, directors, employees, Unixi’s and agents disclaim all warranties, explicit or implied, in connection with the Product and Customer’s use thereof, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose, non-infringement, usefulness, authority, accuracy, completeness, and availability. The Customer acknowledges that all security solutions have inherent limitations and that Unixi will not be liable for any failure of security or encryption measures or for any unauthorized interception, access, receipt or use of any customer data.
     2. Without derogating from the above, although Unixi makes significant efforts to ensure maximum availability of the Product, nevertheless, Unixi cannot assure that the Product will be undisrupted, error-free or available at all times, and Customer acknowledges that from time to time the Product may be temporarily inaccessible or inoperable or operate improperly for any reason. In addition, although Unixi will maintain operational and technological measures and procedures to safeguard against unauthorized access, loss, destruction, theft, use or disclosure of the data transmitted through the software, it is clarified that no assurance against cyber-attacks and vulnerabilities is provided.
     3. Notwithstanding anything to the contrary herein under no circumstances: (a) shall Unixi or its officers, directors, employees and agent, be liable to Customer or any other person for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to the Product or Order Form, including, without limitation to, use or inability or access to use the Product, or delay or failure of, or unauthorized access to, the Product; and (b) will Unixi’s total and aggregate liability to Customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this Agreement, exceed the fees actually paid by Customer to Unixi’ hereunder for the 12 months period preceding such claim.
   • SUPPORT 
     1. UNIXi shall make commercially reasonable efforts to ensure that the Product will be accessible and functional continuously, except for scheduled maintenance periods per its Service Level Agreement, which is available at https://unixi.io/sla/. The foregoing notwithstanding, the Customer acknowledges and agrees that the Product may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes beyond Unixi’s reasonable control or not reasonably foreseeable by Unixi. If the Product becomes inaccessible or is not fully functional, other than due to scheduled maintenance, Unixi shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible. 
     2. The Customer will provide all information and access to its resources as Unixi may reasonably require in order to provide technical support. This shall include the Customer personnel and access to the Product.
     3. Unixi shall not have support obligations or liability relating to errors or other issues in connection with the Product arising from: (i) the Customer’s equipment, software, network connections or other infrastructure; (ii) use of the Product by the Customer in a manner not consistent with the Documentation; (iii) modifications to the Product by any party other than Unixi; (iv) any other act or omission by the Customer or its employees or agents; (v) third party acts, omissions or systems which impact the Product; or (vi) general Internet problems and Force Majeure Event (as defined below), or other factors outside of Unixi ’s control. 

• CONFIDENTIAL INFORMATION

1. 1. 1. The Parties agree to maintain the confidentiality of any information and/or proprietary information disclosed by the disclosing party during, or prior to entering into, this Agreement, including, without limitation, any code, inventions, know-how, trade secrets, business, technical and financial information and other proprietary information, that the receiving party should know is confidential or proprietary based on the circumstances surrounding the disclosure (“Confidential Information”). In addition, any Unixi Technology provided by Unixi, information relating to the Product, and the terms and conditions of this Agreement shall be deemed Confidential Information of Unixi without any marking or further designation. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of the receiving party. The Parties agree not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under these Agreement. The receiving party shall protect the secrecy of and avoid any disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it protects its own confidential information and in no event less than reasonable care. To the extent the Parties executed a separate Non-Disclosure Agreement between them (“NDA”), then the terms of the NDA are in addition and not in lieu of the confidentiality undertakings herein.
      2. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. 

• Term and Termination

1. • 1. The term of this Agreement (the “Term”) commences on the Start Date and will continue in effect thereafter until the end of the Initial Term or any Renewal Period(s) in accordance with the Order Form.
     2. Either Party may terminate this Agreement and/or any Order Forms: (i) upon thirty (30) days’ written notice to the other Party if the other Party breaches a material term of this Agreement, and the breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
     3. Unixi may suspend the Services upon prior written notice to Customer if any undisputed invoiced amount due to Unixi is more than ten (10) days past due. Unixi will not suspend the Services while Customer is disputing any invoiced amount due to Unixi reasonably and in good faith and are cooperating diligently to resolve the dispute. Unixi shall reasonably and diligently cooperate in good faith to resolve any disputed invoice amount. Customer will promptly reimburse Unixi for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees Unixi incurs, to the extent necessitated by Customer’s refusal to pay any invoiced amounts that Customer is not disputing in good faith. 
     4. The following provisions will survive termination of this Agreement:  Section 5 (“Intellectual Property Ownership”), Section 6 (“Disclaimer of Warranty; Limitation of Liability”), Section 8 (“Confidential Information”), this Section 9 (“Term and Termination”) and Section 10 (“General Terms”) together with all other provisions of this Agreement that may reasonably be interpreted as surviving termination, will survive termination of the Term for any reason; except that the nonuse and nondisclosure obligations of Section 8 will expire 7 years following the end of the Term, except with respect to, and for as long as, any Confidential Information constitutes a trade secret.
   • GENERAL TERMS
     1. Non-Assignability. Neither Party shall, without the prior written consent of the other Party, assign this Agreement in whole or in part to any third party. Notwithstanding the forgoing, Unixi may assign this Agreement to any entity under the Control of the Parties where “control” shall mean the direct or indirect ownership of more than 50% of the voting securities of any corporation, organization or entity, or as part of a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities without requiring the Customer’s consent. Any attempt to transfer or assign this Agreement, except as expressly permitted under this Section ‎10.1 shall be null and void.
     2. Severability. If any provision of this Agreement shall be construed to be invalid or unenforceable in full or in part or should there be an omission in the Agreement, the validity or unenforceability of the other provisions shall not be affected. The parties shall agree to replace the invalid or unenforceable provision or fill the omission with an appropriate provision which, as far as legally possible, comes as close to achieving what was intended by the parties or, according to the sense and purpose of the Agreement, would have been intended had they considered the matter.
     3. Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of Israel, without regard to conflicts of laws provisions thereof. The parties will use their best efforts to settle promptly and amicably, by mutual discussion, any disputes, differences or claims (each a “Dispute”) related to this Agreement. If the parties fail to successfully do so within fifteen (15) days of their initial discussion or correspondence regarding the Dispute, either Party may file a claim in accordance with this Section ‎10.3. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the of the competent courts of Tel-Aviv, Israel and both parties hereby submit to the personal jurisdiction of such courts.
     4. Attorneys’ Fees and Costs. The prevailing Party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.  
     5. Notices. All notices required to be delivered under this Agreement shall be effective only if in writing and sent to the addresses first set forth above and shall be deemed received by electronic communication, 24 hours after transmission; by hand delivery upon receipt; or by registered mail, 4 (four) days after deposit in the mail with written confirmation of receipt. Either Party may change the address to which such communications are to be directed by giving written notice to the other Party of such change in the manner provided above.
     6. Amendments; Waivers. Failure of either Party to enforce at any time, or from time to time, any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such Party thereafter to enforce each and every such provision. This Agreement may be modified only by a writing signed by both parties.
     7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter herein and therein and supersedes and replaces any and all agreements and understandings, whether oral or written, with respect to such matters. The provisions of this Agreement may be waived, altered, amended or replaced in whole or in part only upon the written consent of all parties to this Agreement.
     8. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
     9. Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (“Force Majeure Events”).