SPECTRAL LICENSE AGREEMENT

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (COLLECTIVELY, THE

“

AGREEMENT”) BEFORE PROCEEDING WITH THE USE OF SPECTRAL SECURITY RISK DETECTION TOOL (THE

SOFTWARE”), WHETHER BY DOWNLOAD AND LOCAL-MACHINE EXECUTION OR BY USING ITS SOFTWARE-AS-

A-SERVICE VERSION RUNNING ON SPECTRAL’S SERVERS.

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU, THE PERSON OR ENTITY DOWNLOAD-

ING AND USING THE SOFTWARE, AND SPECTRAL CYBER TECHNOLOGIES LTD. ("SPECTRAL").

THE VARIOUS COMPONENTS OF THE SOFTWARE ARE PROTECTED BY INTERNATIONAL INTELLECTUAL PROP-

ERTY LAWS AND TREATIES AND ARE PROVIDED TO YOU STRICTLY IN ACCORDANCE WITH THE TERMS AND

CONDITIONS OF THIS AGREEMENT.

1. Deﬁniꢀons.

“Feedback” means informaꢀon or content concerning enhancements, changes or addiꢀons to

the Soꢁware, the Modules or other Spectral oﬀerings, that are requested, desired or suggested

by you.

“Output Data” means the report generated by the Soꢁware, detailing the security risks detect-

ed.

“Third Party License” means the license that governs a Third Party Soꢁware component.

“Third Party Soꢁware” means those soꢁware programs and components licensed by third par-

ꢀ

es and contained in or provided in conjuncꢀon with the Soꢁware, including those detailed in

the accompanying NOTICES ﬁle conveyed to you together with the Soꢁware.

License grant; Addiꢀonal terms

.1. Subject to the terms and condiꢀons of this Agreement, Spectral grants you a free-of-charge,

royalty-free, limited, non-exclusive, worldwide, revocable, non-sublicense-able, non-trans-

ferrable license, to the Soꢁware (and if you are using its local execuꢀon version, also to install

and run), in a reasonable, and inexcessive scope of use that does not overly burden Spectral’s

compuꢀng resources, accordance with the use restricꢀons, usage metrics and deployment pa-

rameters separately conveyed to you on the Spectral website before you downloaded the Soꢁ-

ware, and strictly for the purposes of performing security risk assessments on code, soꢁware

and content that you own the exclusive rights to. You may not use the Soꢁware on any code,

soꢁware or content owned by third parꢀes.

.2. You acknowledge and agree that the Output Data is for your informaꢀonal purposes. The Output

Data should not be relied on as formal informaꢀon security advice. You are responsible to thor-

oughly review the Output Data, and determine what acꢀons, if any, you determine to be appro-

priate in light thereof. Spectral is not responsible or liable for your reliance upon, or use of, the

Output Data, your acꢀons in connecꢀon with the Output Data, or any consequences resulꢀng

from them.

.3. Spectral may, but is not obligated to, provide updates to the Soꢁware at its sole discreꢀon. Such

updates consꢀtute an integral part of the Soꢁware and are governed by the terms of the

Agreement to the same extent as the Soꢁware.

.4. Spectral may acꢀvely solicit Feedback from you and encourages you to provide such Feedback to

Spectral. Spectral may use such Feedback, without charge or royalꢀes to you, for any commer-

cial purpose it deems appropriate, and Spectral exclusively, fully and perpetually owns all right,

ꢀ

tle and interest, free of any restricꢀons or encumbrances, in and to any intellectual property

rights in developments that Spectral creates using your Feedback.

2.5. You may not share the Soꢁware or provide it to anyone else. If another person desires to use

the Soꢁware, they must obtain it themselves from Spectral in the same manner that you did.

Third party soꢁware.

The Soꢁware may contain or may be provided in conjuncꢀon with Third Party Soꢁware, including

some or all of those detailed in the NOTICES ﬁle provided to you during Soꢁware installaꢀon. You ac-

knowledge that not all Third Party Soꢁware detailed in the NOTICES ﬁle provided to you are necessari-

ly used or provided in the parꢀcular version of the Soꢁware you install and use. To the extent so indi-

cated by a Third Party License referenced in such NOTICES ﬁle, the Third Party Soꢁware corresponding

to such Third Party License, is licensed directly to you by its respecꢀve licensors, not sublicensed to

you by Spectral, and is subject to its respecꢀve Third Party License, not to this Agreement. If, and to

the extent, a Third Party License detailed in the NOTICES ﬁle requires that this Agreement eﬀecꢀvely

provide, impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibi-

ꢀ

ons, restricꢀons or other terms then such shall be deemed to be imposed, or incorporated by refer-

ence into this Agreement, as required, and shall supersede any conﬂicꢀng provision of this Agreement,

solely with respect to the corresponding Third Party Soꢁware which is governed by such Third Party

License. If, and to the extent, a Third Party License detailed in the NOTICES ﬁle requires that the source

code of its corresponding Third Party Soꢁware be made available to you, and such source code was

not delivered to you with the Soꢁware, then Spectral hereby extends a wriꢂen oﬀer, valid for the peri-

od prescribed in such Third Party License, to obtain a copy of the source code of the corresponding

Third Party Soꢁware, from Spectral. To take up this oﬀer, contact Spectral at the email address:

hello@spectralops.io.

License and Soꢁware restricꢀons and limitaꢀons.

.1. Except as expressly provided otherwise in this Agreement, you may not, and may not allow oth-

ers to: (i) sub-license, make available, resell, rent, lease, transfer, assign, distribute, display, host,

outsource, disclose, convey or otherwise provide the Soꢁware or any part thereof, to any third

party; (ii) reverse engineer, decompile, or disassemble the Soꢁware, or any part thereof, except

to the extent that such acꢀviꢀes may be your right as guaranteed by applicable law or as ex-

pressly sꢀpulated by a Third Party License (and then – only to the extent, scope and purpose so

guaranteed or sꢀpulated, and subject to all terms and condiꢀons of such applicable law or Third

Party License); (iii) modify, adapt, translate, divide, part or revise the Soꢁware, or any part

thereof, or otherwise use parts, porꢀons or elements of the Soꢁware, or create derivaꢀve works

based on the Soꢁware, or any part thereof; (iv) breach any security or licensing mechanism of

the Soꢁware or any part thereof, or idenꢀfy or aꢂempt to idenꢀfy any security vulnerabiliꢀes

therein; (v) work around or circumvent any technical limitaꢀons in the Soꢁware; or (vi) use any

tool or other means to enable features or funcꢀonaliꢀes that are otherwise disabled, inaccessi-

ble or undocumented in the Soꢁware.

.2. Spectral reserves the right to monitor your use of the Soꢁware, and block your access to and

use of the Soꢁware if it have reason to believe that you violated any of the use restricꢀons spec-

iﬁed in this Secꢀon 4 or in Secꢀons 2 above.

User obligaꢀons; compliance with laws.

.1. You are solely responsible for all costs, expenses, losses and liabiliꢀes incurred and for all acꢀvi-

es you undertake, in connecꢀon with your use of the Soꢁware.

ꢀ

.2. You undertake that your use of the Soꢁware shall, at all ꢀme, comply with all applicable laws,

rules and regulaꢀons, including export control laws. You may not use the Soꢁware for any acꢀv-

ity that consꢀtutes, or encourages conduct that would consꢀtute, a criminal oﬀense, give rise to

civil liability or otherwise violate any applicable law.

Intellectual property. The Soꢁware is licensed, not sold, to you. Except for the limited license and

rights granted to you pursuant to secꢀon 2 above, this Agreement does not grant you or assign to you,

any other license, right, ꢀtle, or interest in or to the Soꢁware. All rights, ꢀtle and interest, including

copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and

any goodwill associated therewith, in and to the Soꢁware, including computer code, graphic design,

layout and the user interfaces of the Soꢁware, are and will remain at all ꢀmes, owned by, or licensed,

to Spectral.

You acknowledge that the Soꢁware consꢀtutes valuable proprietary conﬁdenꢀal informaꢀon of Spec-

tral and its licensors, and except as explicitly otherwise provided in this Agreement, you may not dis-

close such to any third party, without Spectral’ prior wriꢂen consent. You further agree to protect

Spectral' conﬁdenꢀal informaꢀon by using the same degree of care, but in no case less than a reason-

able degree of care, that you use to prevent the unauthorized disseminaꢀon or publicaꢀon of your

own highly conﬁdenꢀal informaꢀon.

Term and terminaꢀon

.1. This Agreement is eﬀecꢀve and binding upon you upon your execuꢀon of this Agreement and

shall conꢀnue in full force and eﬀect unꢀl terminated pursuant to this secꢀon, or unꢀl the expi-

raꢀon of the license period (collecꢀvely, the “Term”).

.2. You may terminate this Agreement at any ꢀme by doing all of the following: (i) uninstalling the

Soꢁware from all computer devices in your possession or control; (ii) disposing of all copies of

the Soꢁware in your possession or control; (iii) ceasing any further use of the Soꢁware. Upon

such terminaꢀon you shall provide Spectral with a wriꢂen noꢀce to hello@spectralops.io in

which you conﬁrm that you have complied with requirements (i)- (iii) above.

.3. Spectral may immediately terminate this Agreement and your rights hereunder, and block your

access to and use of the Soꢁware, by wriꢂen noꢀce, in the event that: (i) you have materially

breached this Agreement, including violaꢀon of the use limitaꢀons speciﬁed in Secꢀons 2 or 4

above; or (ii) you have breached this Agreement and have not cured said breach within thirty

(30) days of receiving Spectral’ noꢀce thereof; (iii) Spectral is required to do so by law; or (iv)

Spectral has reason to believe that the Soꢁware infringes, or may be found to infringe, the rights

of third parꢀes (collecꢀvely an “Infringement”); or (iv) Spectral deems it necessary due to its

own business consideraꢀons or business convenience, provided that Spectral will not terminate

and block your access to the Soꢁware before you’ve had a chance to perform one iniꢀal scan

using the Soꢁware and have received one, iniꢀal Output. If Spectral terminates the Agreement

pursuant to the foregoing, you must perform the requirements set forth in secꢀon 7.2 (i)-(iv)

above, and provide such noꢀﬁcaꢀon to Spectral thereaꢁer as required by the ﬁnal sentence of

Secꢀon 7.2.

.4. Upon terminaꢀon of this Agreement, your licenses pursuant to Secꢀon 2 immediately termi-

nate, except to the extent otherwise provided in this Agreement.

.5. Terminaꢀon of this Agreement by Spectral will be in addiꢀon to, and not in lieu of, any equitable

or other remedies available to Spectral.

.6. Secꢀons 3, 6, 7.4, 9, 10-13 herein shall survive any terminaꢀon of this Agreement and shall con-

ꢀ

nue in full force and eﬀect.

Support and maintenance

Spectral may, but is not obligated to, provide you with some technical support in its sole discreꢀon.

Disclaimers

.1. THE SOFTWARE IS PROVIDED "AS IS" AND “WITH ALL FAULTS”. TO THE MAXIMUM EXTENT PER-

MITTED BY LAW, SPECTRAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS,

REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SOFTWARE AND THE OUTPUT

DATA, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, TRADE USAGE, PRIOR ORAL

OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRAN-

TY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EXPECT-

ED RESULT, QUALITY, TITLE, PERFORMANCE, SECURITY OR COMPATIBILITY. NO REPRESENTATION

OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING

CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SOFTWARE OR THE OUTPUT DATA,

WHETHER MADE BY SPECTRAL, A REPRESENTATIVE OR OTHERWISE, WHICH IS NOT EXPRESSLY

PROVIDED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY SPECTRAL FOR ANY

PURPOSE, OR GIVE RISE TO ANY LIABILITY OF SPECTRAL WHATSOEVER. SPECTRAL MAKES NO

WARRANTY FOR THE ACCURACY OR THE COMPLETENESS OF THE OUTPUTS DATA.

.2. Spectral makes no representaꢀon or warranty that the Soꢁware or Output Data complies with

any third party or regulatory terms, condiꢀons, rules or guidelines regarding soꢁware develop-

ment.

0. Limitaꢀon of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECTRAL AND ITS

EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BE-

HALF, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATU-

TORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EX-

PENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER

FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, THE

SOFTWARE, OR THE OUTPUT DATA, EVEN IF SPECTRAL IS ADVISED OF THE POSSIBILITY OF SUCH DAM-

AGE, LOSS, COSTS, EXPENSES OR PAYMENTS.

1. Indemnity. You agree to indemnify and hold harmless Spectral and its respecꢀve directors, oﬃcers,

employees, and subcontractors, upon Spectral' request and at your own expense, from, and against,

any damages, liabiliꢀes, losses, costs, expenses and payments, including reasonable aꢂorney’s fees

and legal expenses, arising from or connected to your breach of any provision or representaꢀon in this

Agreement.

12. Governing law and venue.

2.1. Regardless of your jurisdicꢀon of residence or incorporaꢀon, the jurisdicꢀon where the you en-

gage in business or where you access or use the Soꢁware from, this Agreement and your use of

the Soꢁware will be exclusively governed by and construed under the laws of the State of Israel

excluding any otherwise applicable rules of conﬂict of laws.

12.2. The parꢀes expressly agree to exclude applicaꢀon of the United Naꢀons Convenꢀon in Contracts

for the Internaꢀonal Sale of Goods.

2.3. Any dispute, controversy or claim which may arise out of or in connecꢀon with this Agreement

or the Soꢁware, shall be under the sole and exclusive jurisdicꢀon and venue of the state courts

located in Tel Aviv, Israel.

2.4. For performance of this Agreement and all its consequences, each party waives such of its rights

and privileges under any other law or legal system, such as the law of the place of performance,

as is necessary to give eﬀect to the term and condiꢀons hereof. Each party hereby expressly

consents to personal jurisdicꢀon in applicable forum set forth above and expressly waives any

right to object to such personal jurisdicꢀon, or the convenience of such forum.

2.5. Notwithstanding the foregoing, (a) Spectral may lodge a claim against you pursuant to the in-

demnity clause above, in any court adjudicaꢀng a third party claim against Spectral, and (b)

nothing herein shall limit Spectral' right to seek temporary relief in any court with competent

jurisdicꢀon.

13. Miscellaneous

13.1. Except if and to the extent otherwise set forth in this Agreement, you may not assign or dele-

gate this Agreement or any of your rights, performance or obligaꢀons hereunder, without Spec-

tral' prior wriꢂen consent. Any purported assignment without Spectral' prior wriꢂen consent is

void.

13.2. The relaꢀonship between you and Spectral is strictly that of independent contractors, and nei-

ther party is an agent, partner, joint venture or employee of the other.

3.3. This Agreement consꢀtutes the enꢀre and complete Agreement between you and Spectral con-

cerning the subject maꢂer herein. This Agreement supersedes all prior oral or wriꢂen state-

ments, understandings, negoꢀaꢀons and representaꢀons with respect to the subject maꢂer

herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall

be construed in a manner consistent with the applicable law to reﬂect, as nearly as possible, the

original intent of the parꢀes, and the remaining provisions will remain in full force and eﬀect.

This Agreement may be modiﬁed or amended only in wriꢀng, signed by the duly authorized rep-

resentaꢀves of you and Spectral.

3.4. Spectral shall not, by mere lapse of ꢀme, without giving express noꢀce thereof, be deemed to

have waived any breach by you, of any terms or provisions of this Agreement. The waiver, by

Spectral, of any breach by you, will not be construed as a waiver of subsequent breaches or as a

conꢀnuing waiver of such breach.