CTERA End User License Agreement

This End User License Agreement (“Agreement”) is entered into by and between CTERA Networks Ltd., including its affiliates where applicable (“CTERA”), and the legal entity identified in the applicable order, order form, statement of work, or other document referencing this Agreement, or that otherwise installs, uses, accesses, or subscribes to the Software (as defined below) (“Customer”). This Agreement takes effect when Customer accepts it as provided below (the “Effective Date”) and applies to all Purchase Orders (as defined below) placed by Customer and to Customer’s use of, access to, or subscription to the Software. If Customer has entered into a separate written agreement with CTERA governing Customer’s use of the Software, including the CTERA Cloud Terms of Service, where applicable, that agreement, and not this Agreement, will govern the applicable Purchase Orders and Customer’s use of the Software.

PLEASE NOTE: BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE; BY CLICKING A BOX INDICATING CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT; BY EXECUTING OR ACCEPTING A PURCHASE ORDER WITH CTERA OR AN AUTHORIZED PARTNER (AS DEFINED BELOW) THAT INCORPORATES OR REFERENCES THIS AGREEMENT; BY SIGNING THIS AGREEMENT DIRECTLY, WHETHER BY WRITTEN OR ELECTRONIC SIGNATURE; OR BY ACCEPTING AN OFFER FOR THE SOFTWARE THROUGH AN AUTHORIZED PARTNER, CUSTOMER EXPRESSLY AGREES TO AND ACCEPTS THIS AGREEMENT. THIS AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE SOFTWARE. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NO VARYING TERMS AND CONDITIONS WILL APPLY, INCLUDING ANY TERMS IN ANY AGREEMENT BETWEEN CUSTOMER AND AN AUTHORIZED PARTNER OR IN ANY PURCHASE ORDER OR SIMILAR ORDERING DOCUMENT ISSUED BY CUSTOMER. CUSTOMER REPRESENTS THAT THE INDIVIDUAL ACCEPTING OR SIGNING THIS AGREEMENT OR ANY PURCHASE ORDER ON CUSTOMER’S BEHALF HAS FULL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AND THE APPLICABLE PURCHASE ORDER. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE.

1. Software License Terms

For the purpose of this Agreement, “Software” means: (i) any software, firmware, mobile or phone applications, and related features and services offered by CTERA, whether locally deployed or made available through cloud-based, hosted, or software-as-a-service functionality, and subscribed to by or otherwise provided to Customer, directly or through an Authorized Partner, including all updates, upgrades, bug fixes, enhancements, and other modifications thereto that CTERA provides at its sole discretion; and (ii) all accompanying user manuals, help guides, and any other documentation provided by CTERA in connection with the Software.

1.1 License to Use Software. Subject to timely payment to CTERA or CTERA’s reseller, distributor, online marketplace, or other authorized business partner of CTERA (each, an “Authorized Partner”) of the applicable subscription fees or other amounts payable for the Software, and Customer’s compliance with the terms and conditions of this Agreement, CTERA hereby grants Customer, for the duration of the initial subscription term and any renewal term(s) (collectively, the “Subscription Term”), a non-exclusive, non-sublicensable, non-transferable license to install, access (where applicable), and use the object code form of the Software at the specified level of use subscribed to or otherwise purchased by Customer (which may include capacity-­based terms such as number of users, data volume, devices, or other usage metrics as specified in the applicable Purchase Order), solely for Customer’s internal business use, in accordance with the terms set forth in this Agreement and subject to any further restrictions in CTERA documentation, and for Software embedded in or included with hardware, only on or with such hardware.

Notwithstanding the above, to the extent specifically agreed between CTERA and Customer in writing, Customer may use certain Software for the purpose of providing services to Customer’s customers, subject to the terms of this Agreement and any additional terms and conditions agreed between CTERA and Customer in writing.

Customer agrees that, except for the limited, specific license or access rights granted in this Section 1, Customer receives no license or other rights to the Software.

1.2 Customer Affiliates. Customer may permit its affiliates to access and use the Software solely for their internal business purposes, provided that such use is within the applicable usage limitations set forth in the relevant Purchase Order. Customer shall be responsible for all acts and omissions of its affiliates and their users in connection with the Software and for their compliance with this Agreement, and any breach of this Agreement by an affiliate or its users will be deemed a breach by Customer. For purposes of this Agreement, “affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with Customer.

1.3 Software Delivery Models. Subject to the license granted in Section 1.1 and the applicable Subscription Term, the Software may be made available under one or more of the following delivery models, as specified in the applicable Purchase Order or CTERA documentation:

(a) Downloadable Software. Certain Software is provided for download, installation, and use on Customer’s systems, devices, or private cloud environment. Customer is responsible for the installation, configuration, and ongoing maintenance of such Software on its systems, devices, and private cloud environment, as applicable, in accordance with CTERA’s then-current documentation and directions.

(b) Hosted or SaaS Software. Certain Software may be made available by CTERA as a hosted or software-as-a-service offering solely in connection with Customer’s use of Software installed or deployed on Customer’s systems, devices, or private cloud environment. For such offering, unless otherwise expressly stated in this Agreement or the applicable Purchase Order, CTERA is responsible solely for making such offering available in accordance with this Agreement.

CTERA will make such offering available to Customer in accordance with this Agreement and the applicable Purchase Order. Except as expressly set forth in this Agreement or the applicable Purchase Order, CTERA is not responsible for Customer’s systems, devices, networks, internet connectivity, or other technology environment used to access or use such offering.

CTERA may determine and modify the technical architecture, hosting environment, delivery method, and supporting infrastructure used to provide such offering from time to time. CTERA may discontinue or change such offering, or any part or feature thereof, including any service provider, at any time.

CTERA will provide Customer with at least thirty (30) days’ prior notice before discontinuing, or making a Major Change to, such offering. If CTERA discontinues the affected offering, or if, due to a Major Change, Customer wishes to stop using the affected offering, Customer may terminate the applicable Subscription Term by written notice to CTERA, and CTERA will refund the prorated portion of any unused prepaid subscription fees paid to CTERA for the affected offering.

For purposes of this Section, “Major Change” means a change to the applicable offering that significantly impairs Customer’s ability to use such offering in substantially the same manner as before such change.

(c) Embedded Software. Certain Software may be embedded in or bundled with hardware devices. For such Software, the license to use the Software is limited to, or provided for use solely in connection with, specific hardware, and in such case, Customer may use that Software only on or with the applicable hardware. The applicable delivery model for each Software component will be specified in the applicable Purchase Order or CTERA documentation.

1.4 Use Restrictions. Customer undertakes not to, and not to allow any third party to: (1) sublicense, lease, rent, loan, resell, or otherwise transfer the Software to any third party; (2) decompile, disassemble, decrypt, extract, or otherwise reverse engineer, or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Software (“Reverse Engineering”), except to the limited extent expressly permitted by applicable law notwithstanding this restriction; (3) modify, enhance, supplement, adapt, or prepare derivative works from the Software; (4) use the Software for the benefit of third parties, including Customer’s customers, except as expressly permitted under Section 1.1 above; (5) use any confidential information of CTERA to develop any product or service that competes with the Software; (6) remove, obscure, or alter CTERA’s or any third party’s trademarks, copyright notices, or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or through the Software; (7) publish any benchmark or performance test results relating to the Software; or (8) make unauthorized copies of the Software, except for a reasonable number of copies solely for backup, archival, or regulatory purposes. To the extent required by applicable law, at Customer’s written request, CTERA will provide Customer with such interface information as is required to achieve interoperability between the Software and another independently created program, subject to payment of CTERA’s applicable fee, if any.

1.5 Maintenance and Support. Subject to the terms and conditions of this Agreement and the applicable Purchase Order, including Customer’s timely payment to CTERA or its Authorized Partner of all applicable subscription fees, Support Services fees, and any other amounts payable under this Agreement or the applicable Purchase Order, during the Subscription Term, CTERA will use commercially reasonable efforts to provide Customer with maintenance and support services in respect of the Software in accordance with CTERA’s Support Policy available at CTERA Support Policy hereby incorporated herein, as amended or updated from time to time (the “Support Policy“), and the specific level of service purchased by Customer (the “Support Services“). By accepting this Agreement, Customer hereby agrees to the terms and conditions of the Support Policy. Customer shall timely install and implement all updates, upgrades, bug fixes, patches, and new versions of the Software made available by CTERA that CTERA designates as required for the security, compatibility, support, or proper functioning of the Software. Customer acknowledges that failure to install or implement any such required update may adversely affect the security, compatibility, performance, or functionality of the Software. CTERA shall have no responsibility or liability for any issue, loss, damage, or failure arising from Customer’s failure to install or implement a required update. As a condition to receiving Support Services, Customer must maintain the Software on a version supported by CTERA. CTERA may suspend, limit, or decline Support Services with respect to Software that Customer has failed to update as required, including where such failure prevents CTERA from diagnosing, reproducing, or resolving an issue.

1.6 Service-Specific Terms for Hosted or SaaS Offerings. In addition to the other provisions of this Agreement, the following terms apply where CTERA makes available to Customer, as described in Section 1.3(b), a hosted or SaaS offering in connection with Customer’s use of Software installed or deployed on Customer’s systems, devices, or private cloud environment, including any hosted portal, dashboard, management, visibility, licensing, upgrade, or support functionality. For purposes of this Agreement, “Service Data” means any Insight Service Data, User Center Service Data, or other service-specific data, in each case as defined in an applicable Schedule. Additional terms applicable to CTERA InsightAI and CTERA User Center are set forth in Schedule B and Schedule C, respectively.

1.6.1 Customer Obligations and Permitted Use. Customer shall access and use the applicable hosted or SaaS offering in compliance with this Agreement, any user or technical documentation provided or published by CTERA, and all applicable laws, rules, and regulations. Customer is responsible for designating the users, administrators, and representatives authorized to access the applicable hosted or SaaS offering, including the applicable portal, dashboard, recommendations, and Service Data, on Customer’s behalf. Customer shall ensure that any Service Data, file, report, or other information submitted, uploaded, transmitted, or otherwise made available to CTERA by or on behalf of Customer is authorized for disclosure to CTERA and does not violate applicable law, any confidentiality obligation, privacy notice, or third-party right. Customer shall not: (a) interfere with, attempt to interfere with, or disrupt the functionality or proper working of the applicable hosted or SaaS offering or of any computer system or network involved in providing it; (b) circumvent or manipulate the operation or functionality of the applicable hosted or SaaS offering; (c) interfere with, attempt to interfere with, or disrupt the security or integrity of the applicable hosted or SaaS offering; (d) use the applicable hosted or SaaS offering to introduce or propagate any unauthorized data, malware, virus, worm, Trojan horse, spyware, or other malicious or harmful code; or (e) transmit through the applicable hosted or SaaS offering any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable

1.6.2 Access Controls and Security Measures. Upon opening Customer’s account for the applicable hosted or SaaS offering, Customer will be given default access controls, including usernames, administrator rights, passwords, or other credentials or login information, and will be prompted to change them. Except to the extent caused by CTERA’s breach of this Agreement: (a) Customer is responsible for all activities occurring under its account and access controls, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees, or a third party, including Customer’s contractors, agents, or authorized users; and (b) CTERA and its affiliates are not responsible for unauthorized access to Customer’s account. Customer shall not disclose its access controls other than to its authorized users and shall use reasonable efforts to prevent unauthorized access to its access controls. Customer shall implement appropriate security measures for accessing the applicable hosted or SaaS offering and shall refrain from attempting to bypass or circumvent any security measures implemented by CTERA or its service providers. If Customer becomes aware of any unauthorized access to or use of the applicable hosted or SaaS offering or its account, any security incident, or any loss or theft of its access controls, Customer shall promptly notify CTERA at legal@ctera.com, take all steps necessary to terminate such unauthorized access or use, and provide CTERA with all cooperation and assistance reasonably requested. Without limiting Customer’s obligations under Sections 1.5, 1.6.1, and this Agreement, CTERA will implement reasonable and appropriate measures in the applicable hosted or SaaS offering designed to help Customer secure the Service Data against accidental or unlawful loss, access, or disclosure. Such measures may include encryption of Service Data transmitted to the cloud infrastructure used in connection with the applicable hosted or SaaS offering.

1.6.3 Data Protection. Customer is solely responsible for evaluating and verifying that the components and features of the applicable hosted or SaaS offering adequately support any specific legal or regulatory requirements that Customer, or any user of Customer’s account, may have with respect to any personally identifiable information or other information regulated by privacy or data protection laws that may be included in Service Data, as defined in the applicable Schedule. Customer agrees that it is the controller of any such information and, before providing any such information to CTERA or uploading it to the applicable hosted or SaaS offering, Customer will obtain all required consents from third parties, including its contacts, partners, distributors, administrators, and employees, under applicable privacy and data protection laws. The Data Processing Addendum referenced in Section 1.9 will apply to CTERA’s processing of Customer Personal Data on Customer’s behalf in connection with the applicable hosted or SaaS offering.

1.6.4 Suspension of Access. CTERA may suspend, without liability, Customer’s right to access or use all or any part of the applicable hosted or SaaS offering immediately upon notice to Customer if Customer or any authorized user: (a) violates this Agreement or any applicable law or regulation; or (b) engages in activities that, in CTERA’s reasonable determination, threaten the security of or may adversely impact the applicable hosted or SaaS offering or CTERA’s or any third party’s systems or accounts.

1.6.5 Effect of Termination. Upon termination or expiration of the applicable Subscription Term for an applicable hosted or SaaS offering, Customer’s right to access and use that hosted or SaaS offering will end, subject to any post-termination access or retrieval rights expressly set forth in the applicable Schedule.

1.7 Professional Services. Any consulting, implementation, installation, configuration, data migration, training or other professional services to be performed by CTERA in connection with the Software (“Professional Services”) will be governed by this Agreement. Customer will pay CTERA for the Professional Services at the rates specified in a statement of work (“SOW”) or Purchase Order accepted by CTERA (or, if no rate is specified, at CTERA’s then-current time and materials rates). Professional Services will be performed on a fixed-fee or time-and-materials basis, as specified in the applicable SOW or Purchase Order. In a time and materials engagement, if an estimated total amount is stated in the SOW or Purchase Order, that amount is solely a good faith estimate for Customer’s budgeting and CTERA’s resource scheduling purposes, and is not a guarantee that the Professional Services will be completed for that amount. Customer agrees to pay the Professional Services fees set forth in the applicable SOW or Purchase Order, plus any reasonable expenses incurred in connection with the performance of the Professional Services. CTERA retains all right, title, and interest, including all intellectual property rights, in and to any deliverables, developments, materials, documentation, or other work product created, developed, or provided by or on behalf of CTERA in connection with the Professional Services, except as expressly set forth otherwise in the applicable SOW.

1.8 Processing of Customer Contact Information. CTERA may collect, store, access, use, and otherwise process certain contact information of Customer’s employees and other representatives (“Customer Personnel”), as provided to CTERA by or on behalf of Customer, including first name, surname, position, email address, phone number, and other business contact information (collectively, “Personnel Contact Information”), for purposes of providing the Software and Support Services, communicating with Customer, account administration, customer relationship management, and compliance. CTERA may also use Personnel Contact Information to provide Customer Personnel with information about CTERA’s products and services, and any such individual may opt out of receiving such communications at any time by notifying CTERA. CTERA will process Personnel Contact Information in accordance with CTERA’s Privacy Policy, available at CTERA Privacy Policy, as updated from time to time. Customer is responsible for ensuring that it is authorized to provide Personnel Contact Information to CTERA for such purposes.

1.9 Data Processing. To the extent CTERA processes any Customer Personal Data, as defined in CTERA’s Data Processing Addendum available at CTERA DPA, on behalf of Customer in connection with this Agreement, such processing shall be governed by CTERA’s Data Processing Addendum (“DPA”), which is hereby incorporated by reference and may be updated by CTERA from time to time in accordance with Section 11.7. In the event of any conflict between this Agreement and the DPA with respect to the processing of Customer Personal Data, the DPA shall prevail.

2. Payment; Billing; Authorized Partner

2.1 Payment. In consideration for the access and use of the Software during the applicable Subscription Term, Customer will pay CTERA or its Authorized Partner the fees and charges specified in the applicable purchase order, order form, statement of work, or other ordering document submitted by Customer and accepted by CTERA or its Authorized Partner (each, a “Purchase Order“). For the avoidance of doubt, any preprinted terms of Customer or references thereto on Customer purchase orders or similar ordering documents shall not apply. Fees and charges exclude any applicable sales or use taxes, including GST or VAT, and Customer is solely responsible for all such taxes. Unless otherwise agreed between the parties in writing, all fees and charges are due and payable upfront, before the commencement of the applicable Subscription Term, in accordance with the payment terms agreed between Customer and CTERA or its Authorized Partner. Any amounts not paid when due will bear interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) from the due date until paid in full. Except as expressly set forth in this Agreement, subscriptions are non-cancelable during a Subscription Term, and all fees are non-refundable and not subject to setoff.

2.2 Orders Through Authorized Partners. If Customer has ordered the Software through an Authorized Partner, the applicable payment terms between Customer and that Authorized Partner shall apply to the Purchase Order(s), but all other terms of this Agreement, as between Customer and CTERA, shall govern Customer’s use of the Software. The Authorized Partner is responsible for the accuracy of any such Purchase Order. Authorized Partners are not authorized to make any promises or commitments on CTERA’s behalf, and CTERA is not bound by any obligations to Customer other than what CTERA specifies in this Agreement.

3. Intellectual Property

3.1 Reservation of Rights. CTERA, its affiliates, licensors, and service providers own or retain, as applicable, all worldwide right, title, and interest in and to the Software, including all related technology, documentation, security-related information, hardware, and other items used to provide or made available in connection with the Software, other than the rights and licenses expressly granted to Customer under this Agreement. To the extent the applicable Software includes AI-enabled functionality, CTERA, its affiliates, licensors, and service providers retain all rights, title, and interest in and to the AI and machine learning models, algorithms, trained parameters, indexes, and derived data structures used to provide such functionality, in each case to the extent not incorporating Customer Data. No title to or ownership of any proprietary rights related to the Software is transferred to Customer pursuant to this Agreement. The Software and all related technology, documentation, security-related information, and non-public information provided by CTERA or its licensors are proprietary and confidential. Customer shall not disclose, publish, or otherwise make available to any third party any such proprietary or confidential information and shall use it solely as necessary to access and use the Software in accordance with this Agreement. Customer will take all reasonable measures to avoid the disclosure, dissemination, or unauthorized use of such proprietary or confidential information, including at a minimum the measures it uses to protect its own confidential information of a similar nature. The obligations under this Section 3.1 shall survive any termination or expiration of this Agreement. Customer is not authorized to use CTERA’s trademarks, service marks, or trade dress, and Customer agrees not to display or use them in any manner without CTERA’s prior written consent.

3.2 Customer hereby agrees that any feedback or ideas that Customer provides CTERA regarding the Software including any suggested improvements thereto (“Feedback”) will be owned solely and exclusively by CTERA and CTERA may freely use and exploit such Feedback without any obligations or restrictions. To the extent that Customer owns any rights in the Feedback, Customer agrees to assign and hereby does assign to CTERA all rights, title, and interest in and to the Feedback.

3.3 If requested by CTERA, Customer shall certify in writing that Customer is using the Software in compliance with the terms and conditions of this Agreement and the applicable Purchase Order, including, where applicable, the permitted number of servers, copies, system configuration, and site. Customer agrees that no more than once annually its use of the Software may be audited by CTERA or its licensors or an independent auditor working on such party’s behalf, during normal business hours upon reasonable advance written notice for the purpose of verifying Customer’s compliance with this Agreement.

4. Open Source and Third-Party Components

The Software may contain certain free and open-source programs (collectively, the “FOSS”). A list of the FOSS, together with their respective licensing terms and notices, is available on CTERA’s website at CTERA OSL as may be updated from time to time. There may be provisions in the FOSS licenses that prevail over the terms of this Agreement with respect to the applicable FOSS component. The authors, licensors, and distributors of the FOSS have disclaimed all warranties relating to any liability arising from the use and distribution of the FOSS. Certain FOSS licenses require that source code corresponding to the distributed FOSS binaries be made available under the terms of the same FOSS license upon request.

In addition, certain components of the Software may be provided by third parties and licensed to CTERA under separate third-party license terms, including source-available or other non-open-source license terms. By accepting this Agreement or using the Software, Customer also agrees to any applicable third-party license terms governing third-party components embedded in, distributed with, or made available through the Software, to the extent such terms are provided with the Software or otherwise made available by CTERA. Customer shall not use any such third-party component in any manner prohibited by the applicable third-party license terms. If Customer does not agree to such applicable third-party license terms, Customer must not use the relevant third-party component or the Software to the extent it includes or depends on that component. In the event of a conflict between this Agreement and any such applicable third-party license terms, the applicable third-party license terms shall control solely with respect to the relevant third-party component.

To obtain source code required to be made available under an applicable license, please send a request by mail to: Open Source Requests, CTERA Networks Ltd, 25 Efal St, Petach Tikva, Israel, or by email to: info@ctera.com.

5. Acceptable Use and Conduct

Customer shall use the Software in compliance with all applicable laws and regulations, shall not violate or attempt to violate the security of CTERA’s systems or networks, or any third-party systems or networks accessed through the Software, and shall not misuse the Software in any way. Customer shall be solely responsible for Customer’s use of the Software.

6. Term and Termination

6.1 This Agreement shall commence on the Effective Date, and unless terminated earlier in accordance with its terms, will continue until the end of the initial Subscription term specified in the Purchase Order or any renewal term(s) purchased by Customer.

6.2 CTERA may terminate this Agreement upon written notice if Customer breaches this Agreement, and in such event Customer will not be entitled to any refund, compensation, reimbursement, or damages of any kind. In addition, unless otherwise agreed by the parties in writing, CTERA may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to Customer, in which case CTERA will refund to Customer the pro rata portion of any prepaid subscription fees paid to CTERA for the Software for the period following the effective date of termination.

6.3 Customer shall have the right to terminate this Agreement at any time if CTERA breaches a material term of this Agreement and such breach is not cured within thirty (30) days after receipt by CTERA of written notice thereof from Customer.

6.4 Upon termination or expiration of this Agreement or any applicable Subscription Term for any reason, Customer will, with respect to the affected Software or hosted or SaaS offering: (a) cease accessing and using such Software or hosted or SaaS offering; and (b) uninstall and destroy all copies of such Software and CTERA documentation in its possession or control, and shall provide written certification of such destruction upon CTERA’s request. All provisions of this Agreement that by their nature should survive termination or expiration, including Sections 1.4, 3.1, 4, 6.4, 7, 8, 9, 10, and 11, and Schedule A, Section 6, shall survive any termination or expiration of this Agreement. The license and any access rights granted in Section 1.1 shall not survive termination or expiration of this Agreement.

7. Disclaimer of Warranties; Limited Hardware Warranty; Third Party Products and Services

7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, ANY RELATED SERVICES, AND ANY DELIVERABLES PROVIDED IN CONNECTION WITH SUCH RELATED SERVICES ARE PROVIDED “AS IS.” CTERA, ITS AFFILIATES, LICENSORS, AUTHORIZED PARTNERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, ANY RELATED SERVICES, AND ANY RELATED DELIVERABLES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CTERA DOES NOT GUARANTEE THAT THE SOFTWARE, ANY RELATED SERVICES, OR ANY RELATED DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VULNERABILITIES OR HARMFUL COMPONENTS, OR THAT ANY DATA, INCLUDING CONTENT STORED OR MANAGED THROUGH THE SOFTWARE, AND DATA GENERATED BY OR PROCESSED THROUGH THE SOFTWARE, WILL BE SECURE OR FREE FROM LOSS, ALTERATION, OR DAMAGE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CTERA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY OUTPUT GENERATED BY CTERA INSIGHTAI, INCLUDING DATA CLASSIFICATIONS, METADATA TAGS, AI-GENERATED RESPONSES, AI-GENERATED SUMMARIES, OBSERVATIONS, SENSITIVITY SCORES, AND RECOMMENDATIONS, OR ANY OTHER OUTPUT PRODUCED THROUGH AUTOMATED, RULE-BASED, OR AI-DRIVEN PROCESSING OF CONTENT, OR ANY OUTPUT GENERATED BY A THIRD-PARTY AI SERVICE ACCESSED THROUGH OR IN CONNECTION WITH THE SOFTWARE. SUCH OUTPUTS MAY BE INACCURATE OR INCOMPLETE AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT REVIEW. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF, AND RELIANCE ON, SUCH OUTPUTS.

CUSTOMER USES THE SOFTWARE, ANY RELATED SERVICES, AND ANY RELATED DELIVERABLES AT ITS OWN DISCRETION AND RISK AND IS SOLELY RESPONSIBLE FOR ANY DAMAGE OR DATA LOSS. THIS SECTION ALSO BENEFITS EACH OF CTERA’S AUTHORIZED PARTNERS. FOR CLARITY, REFERENCES TO THE SOFTWARE IN THIS SECTION INCLUDE ANY HOSTED OR SAAS OFFERINGS PROVIDED TO CUSTOMER BY CTERA.

7.2 For any third-party hardware products supplied to Customer by CTERA under this Agreement, directly or through an Authorized Partner (“Hardware”), CTERA will provide to Customer the same limited hardware warranty offered to CTERA by the third-party manufacturer of that Hardware, and on the same terms and conditions.

7.3 CTERA is not responsible for any third-party products, services, software, or components embedded in, distributed with, or made available through the Software, or accessed or used by Customer in connection with the Software. Third-party components embedded in, distributed with, or made available through the Software may be subject to applicable third-party license terms as set forth in Section 4 or an applicable Schedule. Third-party products or services separately procured by Customer, whether directly from the third-party vendor or through CTERA or an Authorized Partner, may be subject to separate end-user license agreements, terms of service, or other agreements between Customer and the applicable third party. Without limiting the foregoing, where the Software enables Customer to connect to, access, use, or interact with any third-party AI service, large language model, agent, model provider, or similar third-party service selected by Customer or its end users, Customer is solely responsible for selecting, contracting with, and paying for such third-party service and for its use of, and reliance on, such third-party service and any outputs it generates. CTERA makes no warranties or representations and accepts no obligations or liability with respect to, and disclaims liability arising from, any such third-party products, services, software, or components, including their availability, performance, security, accuracy, legality, or compliance with applicable laws and regulations. Any use of or reliance on any such third-party products, services, software, or components, or any content, materials, services, or information made available through them, is at Customer’s own risk.

7.4 Compliance Standards and Certifications. References to compliance certifications, security standards, regulatory frameworks, or industry benchmarks, such as SOC 2, ISO 27001, or similar standards, in this Agreement, any Schedule, or CTERA’s documentation describe the design, implementation, or operational standards that CTERA applies to the Software or applicable services. Such references do not constitute a warranty, guarantee, or representation that the Software, any related services, or Customer’s use thereof will satisfy any specific regulatory, compliance, or certification requirements applicable to Customer. Customer is solely responsible for evaluating whether the Software and any related services meet Customer’s specific compliance requirements.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CTERA, OR ANY OF ITS AFFILIATES, LICENSORS, AUTHORIZED PARTNERS, OR SERVICE PROVIDERS, BE LIABLE, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, FOR (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (ii) ANY LOSS OF PROFITS, REVENUE, SAVINGS, USE, OR GOODWILL; (iii) ANY LOSS OR CORRUPTION OF DATA; (iv) THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (v) UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, CORRUPTION, LOSS, OR FAILURE TO BACK UP OR STORE ANY DATA, IN EACH CASE ARISING FROM OR RELATING TO THE SOFTWARE, HARDWARE, ANY RELATED SERVICES, ANY RELATED DELIVERABLES, THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE CAUSE OF ACTION, INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY, AND EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS KNOWN OR SHOULD HAVE BEEN REASONABLY FORESEEN BY CTERA OR ITS AFFILIATES, LICENSORS, AUTHORIZED PARTNERS, OR SERVICE PROVIDERS.

WITHOUT LIMITING THE FOREGOING, CTERA SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO ANY DECISION, ACTION, OR OMISSION MADE BY CUSTOMER OR ANY END USER IN RELIANCE ON ANY OUTPUT GENERATED BY THE SOFTWARE, INCLUDING SEARCH RESULTS, DATA CLASSIFICATIONS, AI-GENERATED RESPONSES, OR ANY OTHER OUTPUT PRODUCED THROUGH AUTOMATED OR AI-DRIVEN PROCESSING. WITHOUT LIMITING THE FOREGOING, IF A COURT NEVERTHELESS FINDS THAT CTERA OR ITS AFFILIATES, LICENSORS, AUTHORIZED PARTNERS, OR SERVICE PROVIDERS ARE LIABLE FOR DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AGGREGATE LIABILITY OF CTERA AND ITS AFFILIATES, LICENSORS, AUTHORIZED PARTNERS, OR SERVICE PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY CAUSE OF ACTION, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES ONLY AND SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CTERA FOR THE APPLICABLE SOFTWARE, RELATED SERVICES, RELATED DELIVERABLES, OR HARDWARE THAT GAVE RISE TO THE CLAIM IN RESPECT OF THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO THE LIABILITY. THE SOFTWARE AND HARDWARE ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY INHERENTLY DANGEROUS APPLICATIONS.

THIS SECTION CONSTITUTES A CONTRACT FOR THE BENEFIT OF EACH OF CTERA’S AUTHORIZED PARTNERS. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THIS AGREEMENT, AND CTERA WOULD NOT PROVIDE THE SOFTWARE, HARDWARE OR RELATED DELIVERABLES WITHOUT THEM.

9. Indemnification by Customer

9.1 Customer shall defend, indemnify, and hold harmless CTERA, its affiliates, licensors, service providers, and Authorized Partners, and each of their respective directors, officers, employees, agents, and representatives, from and against any and all claims, actions, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (i) Customer’s use of the Software, including any hosted or SaaS offerings,; (ii) Customer’s breach of this Agreement; (iii) Customer’s violation of applicable laws or regulations; (iv) Customer’s negligence or willful misconduct; or (v) Customer’s access to or use of any third-party products or services procured directly by Customer from the applicable third-party vendor.

9.2 CTERA shall promptly notify Customer of any claim subject to indemnification; provided, however, that CTERA’s failure to do so shall not relieve Customer of its obligations hereunder except to the extent such failure materially prejudices Customer’s ability to defend the claim. At CTERA’s option, Customer shall defend and settle any such claim with counsel reasonably acceptable to CTERA; provided that CTERA may participate in the defense with counsel of its own choosing at its own expense. Customer shall not settle any such claim without CTERA’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, if CTERA reasonably determines that its interests are materially affected, CTERA may assume control of the defense and settlement of any such claim with counsel of its own choosing, at Customer’s expense.

10. Indemnification by CTERA

10.1 Indemnification. In certain circumstances and at CTERA’s sole discretion and expense, CTERA may elect to defend and indemnify Customer from and against an action brought by a third party against Customer alleging that the Software or any portion thereof infringes or misappropriates such third party’s patent, copyright, trademark, trade secret, or other intellectual property right of such third party (the “IP Claim“). Customer shall: (i) promptly notify CTERA in writing of any IP Claim or allegation, (ii) supply all information requested by CTERA for, and reasonably cooperate in, the investigation or defense of an IP Claim, and (iii) upon CTERA’s request, grant CTERA sole control over the defense and settlement, including mitigation efforts, of an IP Claim. If CTERA does not elect to defend and indemnify an IP Claim, Customer will not admit liability or settle the IP Claim without CTERA’s express prior written approval.

10.2 Remedy by CTERA. In the event that the Software or any portion thereof is held, or in CTERA’s reasonable opinion may be held, to constitute an infringement, CTERA, at its option and expense, may either (i) obtain for Customer the right to continue to use such Software as contemplated herein, (ii) modify such Software so that it becomes non-infringing, but without materially altering its functionality, (iii) replace such Software with a functionally equivalent non-infringing Software, or (iv) terminate this Agreement and refund to Customer the pro rata portion of the Subscription fees paid to CTERA for that Software for the term following the date of termination.

10.3 Exceptions. The foregoing does not apply to claims to the extent arising from: (i) the combination of a Software with other products not supplied by or on behalf of CTERA where such claim would not have arisen from the use of the Software standing alone, (ii) compliance by CTERA with Customer’s specifications, (iii) any modification of the Software not made by or on behalf of CTERA, where such claim would not have arisen but for such modification, or (iv) continuation of an activity by Customer where such claim would not have arisen but for such activity after having received, and had a commercially reasonable time to install, modifications from CTERA that would have completely avoided the activity.

10.4 Entire Liability. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF CTERA AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY PROCEEDINGS OR CLAIMS THAT THE SOFTWARE OR ANY PORTION THEREOF INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.

11. Miscellaneous Provisions

11.1 Export Laws and Regulations. The Software is subject to export control laws and regulations of the State of Israel and may also be subject to those of the United States and other jurisdictions. Customer shall comply with all applicable export and import laws and regulations governing use, export, re-export, and transfer of products, technology, and services and will obtain all necessary authorizations, permits, and licenses. Without limiting the foregoing, Customer represents and warrants that it is not, and it will not permit access to the Software by any user who is: (i) located in, under the control of, or a national or resident of Cuba, Iran, North Korea, Syria, Russia, Belarus, or the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine (collectively, “Sanctioned Territories”), or any other country subject to relevant sanctions, (ii) designated on any list of targeted persons issued under the economic sanctions of the United Nations, the European Union, the United States, or any other relevant jurisdiction, including but not limited to the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, or Entity List, (iii) a government of a Sanctioned Territory or an entity owned or controlled by such a government, or (iv) engaged in any activity prohibited by applicable export control or sanctions laws. Customer should immediately notify CTERA if it becomes aware of any potential violation of this Section. CTERA may immediately terminate this Agreement if Customer violates or CTERA reasonably believes Customer has violated these export control provisions.

11.2 U.S. Government Rights. The Software was developed fully at private expense. If Customer is an agency, department, or other entity of the United States Government, or is using the Software on behalf of such an entity, the Software and all associated documentation are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using the Software on behalf of the U.S. Government and the terms of this Agreement fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of the Software.

11.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws provisions. The parties hereby expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by the related Protocol done at Vienna on April 11, 1980.

11.4 Jurisdiction. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the competent courts of New York City, New York, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit CTERA from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.

11.5 Limitation of Actions. Notwithstanding anything to the contrary in this Agreement, neither Party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two (2) years after the cause of action arose. Upon the expiration of such time limit, any such claim and all respective rights related to the claim shall lapse.

11.6 Waiver and Severability. The failure of CTERA to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

11.7 Modifications. CTERA reserves the right to modify this Agreement, including any Support Policy, Data Processing Addendum, or Schedule incorporated into this Agreement, at any time. CTERA will post the most current version of this Agreement at EULA. Any modifications to this Agreement will automatically apply to renewals of the applicable Subscription Term. By continuing to use or access the Software after renewing the applicable Subscription Term, Customer agrees to be bound by the modified terms. Notwithstanding the foregoing, modifications required by applicable law or legal requirements, necessary to address security vulnerabilities, threats, incidents, abuse, or to prevent harm to the Software, CTERA’s service providers, other customers, or third parties, and any new Schedules relating to additional Software or features, will take effect immediately upon posting. It is Customer’s responsibility to check CTERA’s website regularly for modifications to this Agreement. CTERA last modified this Agreement on the date listed at the beginning of this Agreement.

11.8 Entire Agreement. This Agreement including its exhibits constitutes the entire agreement between CTERA and Customer with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by CTERA.

11.9 Assignment. Customer may not assign or transfer any of Customer’s rights or obligations under this Agreement to a third party without the prior written consent of CTERA. Any attempted assignment or transfer in violation of the foregoing will be void. CTERA may freely assign this Agreement.

11.10 Force Majeure. Except for payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of nature, war, terrorism, pandemic, epidemic, riots, civil unrest, government actions, embargoes, power or telecommunications failures, third-party service provider failures, or widespread internet disruption. The affected party shall promptly notify the other party of such force majeure event and its expected duration and shall use commercially reasonable efforts to resume performance as soon as reasonably possible.

11.11 Notices. All legal notices permitted or required to be made or given by either Party under this Agreement shall be in writing and will be deemed duly given when sent to the address provided by the other Party as follows: (i) upon receipt if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when actually delivered if delivered personally or sent by express courier service; or (iii) on the date of transmission if sent by email, provided that no delivery failure message is received by the sending Party. Each Party may change its address or email address by giving written notice to the other Party in accordance with this Section. Notices to CTERA shall be addressed as follows: CTERA Networks Ltd. 25 Efal St., Petach Tikva, Israel Email: legal@ctera.com, Attn: CFO