End User Subscription Agreement

This End User Subscription Agreement (this “EUSA”) is an agreement between Customer or End User (“You”) and Centraleyes (as such term is defined below).

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU REPRESENT AND AGREE THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF OR THE APPLICABLE ENTITY (AS THE CASE MAY BE), TO THE TERMS AND CONDITIONS OF THIS EUSA.

YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EUSA, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM

IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS EUSA, CLICK THE “REJECT” BUTTON BELOW.

1. DEFINITIONS

1. “Affiliate” means, with respect to either party, any corporation or other business entity that directly or through one or more intermediaries Controls, is Controlled by, or is under Common control with a party, where “Control” means the ownership of at least fifty percent (50%) of such company’s or entity’s share capital or the power to direct or cause the direction of the management of such company or entity, through contract, ownership of securities, or otherwise.

2.“Confidential Information” means any technical, personal, financial and/or business information that in connection with this EUSA, regardless of the form or manner in which the information is disclosed or learned, (and in the case of Centraleyes includes the Platform code (object and source), Services, Documentation, Proprietary Information), functionality, inventions, algorithms, specifications, improvements, developments, applications, know-how, customer names and information, trade secrets, and/or ideas, EXCEPT information that: (i) is already known to the receiving party at the time of disclosure and was not obtained, directly or indirectly, from the other party; (ii) is independently developed by the receiving party without reference to or use of the other party’s Confidential Information; (iii) is obtained by the receiving party from another source without a breach of any obligation of confidentiality owed by that source to the other party; or (iv) is or becomes part of the public domain through no wrongful act of the receiving party or any party that obtained the information from it.  If the receiving party is served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of other party’s Confidential Information, the receiving party shall, unless prohibited by law, promptly notify the other party of that fact and cooperate fully (at the other party’s expense) with the other party and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by the other party.  The receiving party may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance.  

3. Centraleyes” means CyGov, Inc. a Delaware corporation with offices at 500 7th Ave., New York, NY 10018 and Centraleyes Tech, Ltd. (“Centraleyes Tech”) with offices at 4 Koral Street, Modiin, Israel or any of their respective Affiliates.

 4. “Documentation” means the technical manuals, instructions, user information or manual, training materials, Platform description and any and all other materials and documentation that accompany the Platform or otherwise provided by Centraleyes, as may be amended or updated from time to time by Centraleyes.

5.  “Feedback” means any ideas, know-how, improvements, or suggestions, input, results, conclusion or any other data generated by the Platform or otherwise provided to Centraleyes in connection with Your use of the Platform (excluding personally identifiable information and any similar term as defined in any applicable Privacy Laws).

6. “Export Control Laws” has the meaning set forth in Section 7.1.

7. “Order” means the purchase order by which You requested this subscription, which may be directly with Centraleyes (personally or through its website) or through a third-party reseller or partner.

8. “Platform(s)” means Centraleyes’s Platform(s) which are made accessible to You in association with and subject to this EUSA, and which consist of Centraleyes’s computer software as a service platform (hereinafter, the “Platform”), Third Party Programs (as defined below) and to the extent hardware is purchased under the Order then also that hardware.

9. “Person” has the meaning set forth in Section 2.2.

10. “Privacy Laws” has the meaning set forth in Section 3.

11. “Proprietary Information” means all information disclosed by Centraleyes to You hereunder or otherwise in connection with the Platform, Third Party Programs, or Documentation, and all Feedback; excluding, however, information which is in the public domain, through no action or omission by You.

12. “Services” has the meaning as set forth in Section 2.1.

13. “Third Party Programs” has the meaning as set forth in Section 11.4.

2. SUBSCRIPTION

1. Subscription. Subject to the terms and conditions of this EUSA, Centraleyes hereby grants You a limited, personal, non-exclusive, non-transferable, non-assignable, non-licensable, revocable, subscription to use the Platform and its related Documentation during the Term, solely by You, in the ordinary course of business for your internal use for business purposes only (and not for personal use) and subject to the restrictions set forth in Section 2.2 (“Services”).

2. Prohibited Activities. Without Centraleyes’s express prior written consent in each case, You will not and will not direct nor allow any third party to: (i) transfer, assign, rent, lease, distribute, loan, export, or provide further permission to use the Platform to any person, individual, entity, employee or co-worker (collectively “Person”); (ii) engage in rental, timesharing, service bureau, subscription, hosting, or outsourcing of the Platform, or allow any unauthorized Person to use the Platform; (iii) copy the Platform, in whole or in part; (iv) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer the Platform or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Platform by any means whatsoever or otherwise reduce the Platform into human-readable form; (v) except as otherwise permitted under this EUSA, modify the Platform or incorporate any portion of the Platform into any other platform or software or create a derivative work of any portion of the Platform; (vi) breach the security of the Platform or perform any form of scanning, scraping, probing, robotic navigating, bulk extracting or hacking of the Platform; (vii) interfere with, circumvent, manipulate, impair or disrupt the operation, or the functionality of the Platform; (viii) perform any activities which may enable features or functionalities of the Platform that are otherwise disabled, inaccessible or undocumented in the Documentation; (ix) use the Platform other than as detailed in the Documentation or otherwise authorized by Centraleyes in writing; or (x) use the Platform beyond the subscription scope or create, set-up or design any hardware, Platform or system which alters, exceeds, or breaches such scope.

3. Compliance with Laws. You represent and warrant to Centraleyes that You will not use nor allow the use of the Platform or any portion thereof in violation of applicable laws or regulations (including without limitation Export Control and Privacy Laws as defined below).

4. Indemnification. You will indemnify and hold Centraleyes harmless from and against claims, losses, costs (including reasonable attorneys’ fees) or liabilities, arising in connection with Your breach of Your obligations, representations and warranties in this EUSA or your misuse or unauthorized use of the Platform.

5. If Centraleyes has not received payment due under any order, and without prejudice to any other rights and remedies of Centraleyes, Centraleyes may, without liability to You but upon notice to You, disable Your passwords, accounts and access to all or part of the Platform and Centraleyes shall be under no obligation to provide any or all of the Platform while Centraleyes’s invoice(s) remains unpaid.

6. If your license to use the Platform was purchased through a third party reseller or partner of Centraleyes (and not directly from Centraleyes), You hereby consent to direct all inquiries, questions, requests for service, disputes or claims with respect to the Platform, the use or the purchase thereof, to such third party reseller or partner with whom You placed the order, and not directly to Centraleyes.  Without derogating from the foregoing, You acknowledge that Centraleyes has full right and authority to exercise and enforce its rights under this EUSA, including but not limited to with respect to those rights set forth in Section 4.

7. If your license is purchased in the context of any promotion (including without limitation any trial license), the terms of such promotion will apply, as published on our website at the time of signup (the “Promotion Terms”). If any of the Promotion Terms contradict the terms of this EUSA, the Promotion Terms shall govern.

3. YOUR DATA SECURITY AND PRIVACY RESPONSIBILITIES; LICENSE TO YOUR DATA

1. Certain portions of the Platform analyze and/or access data which may be Your employer’s data (“Employer Data”). Therefore, the use of the Platform is subject to our privacy policy which can be found at https://www.Centraleyes.co/privacy-policy, as well as the data protection or privacy laws or regulations in certain jurisdictions (“Privacy Laws”). You are solely responsible for ensuring that Your use of the Platform is in accordance with all Privacy Laws. The Platform is for business use only. You are required to use a business email address in connection with your account. Centraleyes reserves the right to suspend any account using a personal email address until such address is updated and replaced with a business email address.

2. You are aware that You will be inputting data onto the Platform, which may include personally identifiable information about You or others, including but not limited to usernames, passwords and contact information, and You will do so at Your sole discretion and liability (“Your Data”). You confirm that You own all rights in and to Your Data, or otherwise have (and will continue to have) full power, title, licenses, consents and authority, in and to Your Data and/or Employer Data, as necessary to legally transfer and/or provide access to such data to Centraleyes. You hereby acknowledge that Centraleyes and/or its affiliates, employees, service providers and agents will have access to and may process, import, copy, use or license  Your Data and/or Employer Data for the purpose of providing You with the Services or in any manner in the context of Your use of the Platform. You further acknowledge that  Your Data and/or Employer Data may be transferred to third parties (which may be located in a different country than You or Centraleyes) for the purposes of facilitating, providing, developing, enhancing, analyzing, hosting, maintaining or servicing the Platform or the Services.

3. You hereby grant to Centraleyes a non-exclusive, royalty free, revocable, worldwide license to use all Your Data, all Employer Data and Feedback and related information uploaded onto the Platform in connection with Centraleyes’s performance of this Agreement including any and all related Services and other obligations hereunder as well as in connection with Centraleyes’s use of Your Data or Employer Data without restriction (which in the case of personal data, shall be limited to use on an anonymized basis if required to comply with applicable Privacy Laws). Without derogating from the generality of the above, the above license includes the right for Centraleyes to (i) use, process, display, copy and store Your Data in order to enable proper use of the Platform, and (ii) collect, store, copy, use, and publish statistical, benchmarking or other Anonymous Information collected, run on or based on such Data (other than personally identifiable information) and/or Your use of the Platform and Services to improve and publicize the Platform and Services or Centraleyes’s other programs and services. “Anonymous Information” means information which does not enable identification of an individual or company, including but not limited to aggregated, analytical or behavioral information. Any aggregated Anonymous Information shall be proprietary to Centraleyes.  Centraleyes acknowledges that ownership of and title in and to all intellectual property rights in Your Data or Employer Data is and shall remain exclusively with You and/or Your Employer.

4. If your license to use the Platform was purchased through a third party reseller or partner of Centraleyes (and not directly from Centraleyes) as part of a third party service offering, You are aware that such third party will have access to and may use or transfer Your Data or Employer Data on an ongoing basis to the extent required to enable proper use and servicing of the Platform and hereby consent thereto. Upon written request provided at least 21 days in advance, Centraleyes can disable the third party’s access to Your Data. You are aware that Centraleyes may notify the third party reseller of your request to disable its access. You hereby acknowledge that Centraleyes will not be liable for any data security breach or other loss which is attributable, directly or indirectly, to such third party’s services, software or otherwise results from the integration of the Platform into such service offering (unless the loss is attributable to vulnerabilities in any integration software which was developed by Centraleyes).

4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

1. Proprietary Notices. You must reproduce and include the intellectual property rights notices and any other notices that appear in or on the Platform. You will not (and will not direct nor allow any third party to) remove any proprietary notices from the Platform.

2. Proprietary Information. You will hold Centraleyes’s Proprietary Information in strict confidence and shall take all reasonable precautions to protect Centraleyes’s Proprietary Information as You use to protect Your own proprietary information, but no less than a reasonable standard of care. You further agree not to disclose Centraleyes’s Proprietary Information to any third Party, except as expressly permitted by Centraleyes in writing. You shall use Centraleyes’s Proprietary Information solely for using this subscription in accordance with this EUSA and in no other manner. The Proprietary Information may be disclosed to Your employers or other employees of Your company on a need to know basis, provided such employers/employees are bound by written confidentiality obligations and that You bear full responsibility and liability for any breach of confidentiality by said employers/employees. You shall promptly notify Centraleyes if You become aware of any breach of these confidentiality obligations.

3. Intellectual Property Ownership.  You acknowledge and agree that ownership of and title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in the Platform and the Services including any related modifications, customizations and/or derivatives thereof as well as any deliverable, Feedback, product or tangible results, if applicable, developed or provided by or on behalf of Centraleyes to You, including any program or other application that is designed to integrate, customize and be used with or in combination with the Platform, whether developed independently by Centraleyes, or with You, are and shall be owned exclusively by Centraleyes Tech (collectively “Centraleyes IP”).  You do not acquire any interest, right, or title in or to any work product associated with the Services or the Platform unless specified in an Order.  Nothing in this EUSA shall constitute or be considered as constituting a transfer or sale or any similar action of any of Centraleyes’s or Centraleyes’s licensor’s intellectual property rights or any part thereof to You.

4. Confidential Information. Neither party may use Confidential Information of the other party other than for the purposes of exercising the receiving party’s rights and fulfilling its obligations under this Agreement. The receiving party shall use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure or use of other party’s Confidential Information as it uses to protect its own confidential information of a similar type. The receiving party shall disclose Confidential Information of the other party only to its employees or independent contractors who have a need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement.

5. Remedies. You acknowledge that the unauthorized disclosure of Centraleyes’s Proprietary Information or breach of Centraleyes’s or its licensor’s intellectual property rights would cause irreparable harm and significant injury to Centraleyes, its licensors and Affiliates, which would be difficult to ascertain. Accordingly, You agree that Centraleyes, its licensors and Affiliates shall be entitled to equitable relief, including injunctive relief, without the posting of any bond, in addition to all other remedies provided under this EUSA or available at law. Furthermore, You shall indemnify Centraleyes, its licensors and Affiliates against any loss and expense arising due to such unauthorized disclosure of Centraleyes’s Proprietary Information or breach of Centraleyes’s intellectual property rights.

5. WARRANTY

1. Information and Data. You are solely responsible for the selection and design of Your business controls and information technology systems, adequate protection and backup of all data (including Your Data), and the implementation of the same within Your organization, including as they relate to Your access and use of the Platform or Centraleyes’s services. Centraleyes does not guarantee that the information accessed by or produced with the Platform will be accurate or complete. You acknowledge that performance of the Platform may be affected by any number of factors, including without limitation, technical failure of the Platform, the acts or omissions of third parties and other causes reasonably beyond the control of Centraleyes.

2. NO WARRANTY, DISCLAIMERS. CENTRALEYES PROVIDES THE PLATFORM TO YOU “AS IS”, AND YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. CENTRALEYES, ITS LICENSORS AND AFFILIATES DO NOT MAKE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, TO ANY PERSON, WITH RESPECT TO THE PLATFORM AND/OR ANY SERVICES AND/OR ANY RELATED DOCUMENTATION AND/OR SUBSCRIPTIONS, LICENSES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OF THE PLATFORM, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND TITLE, SATISFACTORY QUALITY, AND SUITABILITY.  CENTRALEYES ALSO MAKES NO WARRANTY REGARDING NON-INTERRUPTION OF USE OR FREEDOM FROM BUGS, VIRUSES NON-INTRUSION DUE TO HACKING OR OTHER SIMILAR MEANS OF UNAUTHORIZED ACCESS OR THAT THE PLATFORM WILL OPERATE AS INDICATED OR BE ERROR-FREE.

3. Basis of Bargain. You recognize and agree that the warranty disclaimers and liability and remedy limitations in this EUSA, including without limitation in this Warranty Section are reasonable as bargained for and form the basis of this EUSA and that they have been taken into account and reflected in determining the consideration, if any, to be given by You under the respective Order and in the decision to enter into this EUSA.

6. LIMITATION OF LIABILITY

1. IN NO EVENT SHALL CENTRALEYES, ITS LICENSORS AND/OR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT LOSSES OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF USE OR DATA) RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE PLATFORM, OR ANY CENTRALEYES RELATED SERVICES HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT, EQUITY, NONCOMPLIANCE WITH ANY REGULATION OR ANY OTHER THEORY OF LIABILITY WHATSOEVER, EVEN IF CENTRALEYES WAS NOTIFIED OR OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. THE TOTAL AND AGGREGATE LIABILITY OF CENTRALEYES, ITS LICENSORS AND AFFILIATES, TAKEN AS A WHOLE, FOR ANY AND ALL CLAIMS RELATED TO THIS EUSA REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED THE CONSIDERATION ACTUALLY PAID TO CENTRALEYES DURING THE RELEVANT CALENDAR YEAR FOR THE SPECIFIC PLATFORM INCIDENT GIVING RISE TO A CLAIM AGAINST CENTRALEYES.  FOR THE AVOIDANCE OF DOUBT, IF NO CONSIDERATION IS PAID FOR THE USE OF THE PLATFORM, CENTRALEYES’S LIABILITY UNDER THIS AGREEMENT, FOR ALL PURPOSES AND WITH RESPECT TO ANY CLAIM WHATSOEVER, WILL BE NIL.

7. EXPORT CONTROL

1. Export Control Laws. You acknowledge that the Platform and any use thereof may be subject to applicable export control and trade laws and regulations of certain jurisdictions, including the United States and Israel (“Export Control Laws”). You will not use, convey, export, or re-export, either directly or indirectly, the Platform (or any part thereof) in any way or to any destination restricted or prohibited by Export Control Laws, without first obtaining any and all necessary licenses from the government of the United States or Israel or any other applicable country that imposes Export Control Laws.

2. Prohibited Persons. You represent and undertake that You are not an individual or an entity which is: (i) located in, under the control of, or a national or resident of Cuba, North Korea, Iran, Syria, Lebanon or Sudan; or (ii) listed under the United States Treasury Department’s Office of Foreign Asset Control list of “specially designated nationals and blocked persons,” the United States Commerce Department’s “denied parties list”, the United States Commerce Department’s “BIS Entity List” or such other applicable lists. If You Purchase the “Centraleyes Range” Platform, You also represent that You or anyone on Your behalf shall not provide Courses to any Person which falls within (i) or (ii) above.

8. TERM AND TERMINATION

1. Term. This EUSA is effective from the day of its acceptance by You, and subject to the termination provisions detailed below, the term of the subscription shall be limited to the term detailed in the relevant Order, and if no term is specified or in the case of free license, a period of 60 days from Your acceptance of this EUSA, unless terminated earlier as provided hereunder (the “Term”). Upon expiration of the Term, Centraleyes may agree to a renewal for such period and on such terms as it may determine in its sole discretion.

2. Termination. Centraleyes may terminate this EUSA upon Your breach of any of the provisions hereof or by not fulfilling your obligations in any Order (including any payment obligations) or the breach of the EUSA, that is not cured within thirty (30) days from receipt of prior written notice by Centraleyes or its Affiliates or licensors. Without derogating from the foregoing, in the case of a free license, Centraleyes may terminate this EUSA or stop offering the free version of the Platform at any time and for any reason or no reason, in its sole discretion, with or without notice. Upon termination of this EUSA and in case of a Term subscription, at the end of the Term, the subscription shall terminate and You shall cease any and all use of the Platform and return to Centraleyes the Platform, all Documentation and any copies thereof or related materials in Your possession, and certify to Centraleyes Your compliance with the provisions of the same within 14 days of termination.

3. Survival. The following Sections shall survive termination or expiration of this EUSA: Definitions, any indemnification obligations, Subscription restrictions, Prohibited Activities provisions, Intellectual Property and Confidentiality, Warranty Disclaimers, Limitation of Liability, Export Control, Governing Law and Jurisdiction, and Miscellaneous.

9. GOVERNING LAW AND JURISDICTION

1. Governing Law. The laws of the State of New York shall govern this EUSA as though this EUSA was entered into, and was to be entirely performed within, the State of New York. All claims or disputes arising out of or in connection with this EUSA shall be heard exclusively by any of the federal or state court(s) of competent jurisdiction located in the Borough of Manhattan, New York City, NY, USA. To that end, each Party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any (i) objection it may have to any proceedings brought in any such court, (ii) claim that the proceedings have been brought in an inconvenient forum, and (iii) right to object (with respect to such proceedings) that such court does not have jurisdiction over such Party. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

2. Governing Laws. This EUSA will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded nor will it be governed by the Uniform Computer Information Transactions Act (UCITA) as adopted by any state.

10. MISCELLANEOUS

1. Force Majeure. Notwithstanding anything to the contrary in this Agreement, Centraleyes will not be deemed to be in default of any provision of this EUSA nor at fault for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection, riot, boycott, strike, labor shortage, government mandated moratorium, supply chain disruption, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, epidemic, pandemic, government regulation restricting the operation of businesses, act of any other person not under Centraleyes’s control, or other similar cause.

2. Assignment. You may not assign Your rights or obligations under this EUSA without the prior written consent of Centraleyes.

3. Severability. If any provision of this EUSA is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the EUSA will be enforced to the maximum extent permissible so as to affect the original intent of the EUSA, and the remainder of the provisions of this EUSA shall remain in full force and effect.

4. Third Party Programs. The Platform may contain third party SaaS programs available under open source or free SaaS licenses which are referenced in the Documentation (“Third Party Programs”).

5. Entire Agreement. This EUSA and the applicable Order and any associated schedules (if entered into between You and Centraleyes) sets forth the entire understanding and agreement between You and Centraleyes and may be amended or supplemented only by a written amendment signed by both parties.

6. Government Restricted Rights. The Platform and Documentation are “commercial computer software” or “commercial computer software documentation” as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software– Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, release, performance, display or disclosure of the Platform by the U.S. Government shall be solely in accordance with the terms of this EUSA.

I HAVE READ THIS AGREEMENT AND HEREBY ACCEPT IT TERMS.

I HAVE READ THIS AGREEMENT AND HEREBY DO NOT ACCEPT ITS3. C