1. Services; License

1.1 Subject to the terms and conditions of this Agreement, Sling shall provide Customer with services designed to protect Customer’s assets according to the vulnerabilities and threats that matter to Customer’s business (“Services“) through its proprietary technology as hosted on a third party cloud service (the “Sling Platform“).

1.2 During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Sling grants Customer a non-exclusive, non-transferable, non-sublicenseable, limited, revocable right for Customer employees, agents, representatives and contractors who are registered for access to the Services by Customer (“Authorized Users“) to access the Sling Platform, for Customer’s internal business use, on the systems and devices for which the Services are to be provided, as agreed between the parties (the “Customer Systems“) as required for Sling to provide the Services, in accordance with Sling’s instructions and technical documentation (“Documentation“).

2. Customer’s Obligations. Customer hereby undertakes to:

2.1 provide Sling with access to the Customer Systems as agreed by the Parties;

2.2 use the Sling Platform, the Services and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws. Customer represents and warrants that no third party agreement prevents it from using the Sling Platform as contemplated hereunder;

2.3 manage and secure all API keys and login credentials used by Authorized Users in connection with their use of the Sling Platform, and protect the same against unauthorized use or disclosure.

3. Intellectual Property Rights; Confidentiality

3.1 All intellectual property rights in the Sling Platform, Services, App, Documentation (the “Sling Materials“) and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Sling. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Sling Materials or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in Sling Materials or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Sling’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Sling, not use the name, trademarks, trade-names, and logos of Sling; (v) except as specifically permitted herein, not copy any part or content of the Sling Platform, reports r documentation other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the Sling Platform or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Sling Materials. All intellectual property rights in the Customer Systems lie exclusively with Customer or its licensors. Customer shall take no action, directly or indirectly, to register Sling trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Sling to prevent the occurrence of such activity by any third parties.

3.2 Customer hereby grants to Sling a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and prepare derivative works of all data provided to Sling in connection with this Agreement, to permit Sling to perform the Services to Customer as set forth in this Agreement, and to analyze the data and create internal databases for the purpose of improving its products and services, all subject to Sling’s compliance with applicable law and privacy regulations.

3.3 The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief.  The confidentiality obligations hereunder shall expire three years from the date of termination or expiration of this Agreement and shall supersede any previous confidentiality undertakings between the parties.

3.4 For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information.

4. Disclaimer; Limitation of Liability

4.1 SLING PROVIDES THE SLING PLATFORM, SERVICES AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND SLING EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF CUSTOMERABILITY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. SLING FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SLING PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

4.2 Customer acknowledges that the quality and accuracy of any alerts or recommendations by the Sling Platform are dependent on the accuracy and completeness of the data provided. CUSTOMER ACKNOWLEDGES THAT SLING SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS ALERTS, OR FOR FAILURE TO IDENTIFY ANY THREATS.

4.3 EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLING’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE PO. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SLING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Temporary Suspension

5.1 Sling may suspend Customer’s or any Authorized User’s right to access or use any portion or all of the Service immediately upon notice to Customer if Sling determines: (a) Customer’s or an Authorized User’s use of the Service is, in breach of this Agreement; (b) Customer or any third party through which Services were procured by Customer (a “Third Party Vendor“) are in breach of your payment obligations in connection with the Services.

5.2 If Sling suspends Customer’s right to access or use any portion or all of the Service Customer or any Third Party Vendor will not be entitled to any service credits for any period of suspension. 

6. Term; Termination

6.1 This Agreement shall commence on the date of execution of the PO and will continue for the term specified in the applicable PO entered into between Customer and the Third Party Vendor, unless terminated in accordance with its terms (the “Term“).

6.2 Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.

6.3 Sling may terminate this Agreement immediately upon notice to Customer (A) for cause if Sling have the right to suspend under Section 5, or (B) in order to comply with the law or requests of governmental entities.

6.4 Upon termination of this Agreement, Customer will immediately cease use of the Sling Platform and any Service, each party shall return to the other party all of the other party’s Confidential Information in its possession and any outstanding Fees shall become due and payable. Sections 3, 4, ‎‎6 and 9 shall survive any expiration or termination of this Agreement.

7. Notices. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile or email transmission with written confirmation of receipt, addressed to the address set forth in the Cover Sheet or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by facsimile or email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting.

8. Publicity. Sling may issue publicity or general marketing communications concerning its involvement with the Customer.

9. General. This Agreement constitutes the entire agreement between Sling and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. All amendments will be made only in writing. Customer shall not transfer or assign its rights or obligations under this Agreement to any third party. Any purported assignment contrary to this section shall be void. Sling may assign its rights and obligations under this Agreement upon a prior written notice to Customer. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Sling Services or other Sling technology, or to this Agreement, must be filed within twelve months after such claim or cause of action arose or be forever barred. This Agreement is governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel Aviv, Israel.