End User License Agreement

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

"Applicable Data Protection Laws" means all applicable laws, regulations, and rules relating to the protection of privacy and the processing of Personal Data, including, to the extent applicable, the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Israeli Privacy Protection Law, 5741-1981, and any other applicable local laws.

"Authorized Partner" means a third-party reseller, distributor, managed service provider (MSP), or systems integrator authorized by Redrok to sell, distribute, or provide services related to the Software.

“Authorized Users” means employees, consultants, contractors, or vendors authorized by Licensee to use the Software solely for the internal use of Licensee and its Affiliates, subject to the terms and conditions of this EULA.

"Content Updates" means regularly updated content utilized by certain Redrok Software, including but not limited to updated vulnerability signatures for vulnerability assessment products and new exploits for penetration testing products.

"Documentation" means materials provided by Redrok to assist customers in using the Software, including user and system administrator guides, manuals, and functionality specifications.

Feedback means any suggestions, enhancement requests, comments, recommendations, corrections, or other feedback provided by Licensee or its Authorized Users to Redrok or anyone acting on its behalf, relating to the operation or functionality of the Software or Services.

"Intellectual Property Rights" means all current and future worldwide rights in and to: (a) patents, patent applications, and utility models; (b) copyrights, mask work rights, and all other rights with respect to works of authorship and moral rights; (c) trademarks, service marks, trade names, logos, and domain names; (d) trade secrets, know-how, and proprietary information; and (e) all other intellectual property or proprietary rights, whether registered or unregistered, including all applications, renewals, extensions, and restorations thereof.

"Licensee Data" means all data, information, content, and other materials submitted, uploaded, imported, or transmitted by Licensee or its Authorized Users to the Software or Services.

"Order" or "Order Form" means a purchase order, order form or other ordering document signed or referenced by Licensee or its authorized reseller, specifying the licensed Software and/or Services, Usage Limitations, and agreed-upon price.

"Services" means services offered by Redrok (as described in Section 11 of this EULA).

"Software" means Redrok products listed on the applicable Order Form.

"Subscription Term" means the period of time during which Licensee is subscribed to the Software, as specified in an Order and which will begin upon delivery of the Software.

"Usage Limitations" means the capacity indicated on the Order Form, including, as applicable, number of assets, applications, data, plugins, and named individual users of the Software.

Scope of Agreement. Licensee has either subscribed for the use of the Software as a service, or purchased a perpetual license to the Software, under an Order Form. The Order Form specifies the applicable features, license type and scope and other specific commercial terms. In the event of any conflict between this Agreement and the Order Form, the Order Form shall govern with respect to commercial terms, and this Agreement shall govern all issues relating to general legal terms such as (without limitation) Intellectual Property Rights, warranty, confidentiality, indemnity and liability.

License Grant. Subject to Licensee’s compliance with this Agreement and the Order Form, Redrok grants Licensee during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable limited, revocable license to access and use (and to permit its Authorized Users to use and access) the Software during the applicable license term in machine-readable, Object Code form only solely for Licensee’s internal business purposes, in accordance with the Documentation, within the specified Usage Limitations as outlined in the applicable Order. Such license grant is subject to payment of all applicable fees set forth in the Order or payment in accordance with an Indirect Order through an Authorized Partner (as appropriate) and the terms and conditions of this EULA. All rights not expressly granted to Licensee in this EULA are reserved by Redrok.

Evaluation Licenses. If Licensee is using a free trial, a proof of concept version of the Software, a beta version of the Software, or using the Software on any other free-of-charge basis, including any related support services to the extent provided by Redrok in its sole discretion (collectively, “Evaluation Licenses”), Redrok makes such Evaluation Licenses available to Licensee for thirty (30) days or for the term specified on the Order Form, whichever is longer (the "Evaluation Licenses Period"). Licensee may not use the same software for more than one Evaluation License Period in any twelve-month period, unless otherwise agreed in writing by Redrok. Redrok grants Licensee, during the Evaluation Licenses Period, a non-exclusive, non-transferable right to access and use the Evaluation Licenses for Licensee’s internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this EULA. Licensee is authorized to use Evaluation Licenses only for evaluation and not for any business or productive purposes, unless otherwise authorized by Redrok in writing. Redrok will be under no obligation to provide Licensee any support services with respect to the Evaluation Licenses. Notwithstanding anything to the contrary, Redrok provides the Evaluation Licenses “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Redrok disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Licensee assumes all risks and all costs associated with its use of the Evaluation Licenses. Licensee's sole and exclusive remedy in case of any dissatisfaction or Redrok’s breach of the EULA with respect to such Evaluation Licenses is termination of the Evaluation Licenses. Any obligations on behalf of Redrok to indemnify, defend, or hold harmless under this EULA are not applicable to Licensee using Evaluation services.

Affiliate Usage. Subject to Usage Limitations, Licensee may extend Software access to its Affiliates under these terms, assuming full liability for any breach by its Affiliates. "Affiliate(s)" means any entity directly or indirectly controlled by Licensee, where "control" indicates direct possession of a majority of the entity's outstanding voting securities.

Delivery and Copies. Unless the Order Form specifies otherwise, delivery of the Software shall be by electronic download or the provision of access. The Software will be deemed accepted once made available for electronic download or activation instructions are provided by Redrok. Licensee may create a reasonable number of backup copies, each subject to this EULA and containing the same proprietary notices as the original.

Restrictions on Access and Use. The Software is intended for good-faith security testing, investigation, and vulnerability correction. Unless expressly permitted by applicable law, Licensee shall not, directly or indirectly: (i) modify, decompile, reverse engineer, or create derivative works based upon the Software; (ii) assign, sell, resell, distribute, rent, lease, sublicense, or otherwise transfer the rights granted to Licensee under this EULA to any third party except as expressly set forth herein; (iii) circumvent any Software security features; (iv) use the Software for competitive analysis or to build competing products; (v) copy or reproduce the Software or the Documentation except as permitted under this Agreement; (vi) exceed the subscribed quantities, Authorized Users, or other entitlement measures set forth in the applicable Order; (vii) use the Software for any High Risk Activities; (viii) use the Software for any benchmark purposes without Redrok's prior written approval; (ix) remove or destroy any proprietary markings placed on the Software; (x) interfere with or disrupt the integrity or performance of the Software; (xi) attempt to gain unauthorized access to the Software or perform penetration testing on the Software without Redrok's prior written approval; or (xii) use the Software in a manner that infringes on the rights of any third party or to store unlawful data.

Responsible Disclosure. Licensee is responsible for Authorized Users compliance. If Licensee discovers any security vulnerability in the Software, Licensee must promptly report such vulnerability to Redrok at support@redrok.io. Licensee agrees not to publicly disclose or exploit such vulnerability until Redrok has had a reasonable opportunity to remediate it

Usage Limitations. Licensee agrees not to exceed the Usage Limitations specified in the Order. Redrok may remotely monitor Licensee’s usage to verify compliance. If Licensee exceeds the Usage Limitations, Licensee will pay Redrok’s then-current fees for such excess usage within thirty (30) days of invoice. Licensee acknowledges that exceeding Usage Limitations may degrade Software performance, and Redrok accepts no liability for issues arising from such excess usage.

No Reliance on Future Developments. Licensee acknowledges and agrees that: (a) its decision to license the Software is based solely on the features and functionality currently available; (b) it has not relied on any oral or written statements regarding future functionality, features, or updates (including product roadmaps); and (c) Redrok has no obligation to develop or release any specific future functionality or version of the Software.

Reservation of Rights. The Software is only licensed (and not sold) hereunder. Any rights not expressly granted herein are hereby reserved by Redrok and its licensors, and, except for the license granted, Licensee is granted no other right or license in or to the Software or Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Redrok may make available to the Licensee certain Documentation for the Licensee’s internal use and solely connected with the Software or Service, as the case may be. The Documentation shall be considered Redrok’s Confidential Information (as further defined). The Licensee may print or copy the Documentation as needed for its internal business purposes provided that all copyright notices and Redrok’s proprietary Marks are included.

Updates. The Software will include updates which Redrok generally provides to its customers as part of the Software from time to time. The terms of this EULA shall also apply to updates and upgrades made to the Software and Documentation that are subsequently provided by Redrok to the Licensee.

Cybersecurity Standards.

Licensee represents and warrants that its use of the Software will comply with all applicable cybersecurity and data protection laws. Redrok will notify Licensee of any unauthorized access to or disclosure of Licensee Personal Data upon Redrok becoming aware of it, in accordance with Applicable Data Protection Laws. Licensee will promptly notify Redrok of any unauthorized use of Licensee’s credentials or any security event on Licensee’s systems that may threaten the security of the Software. Licensee covenants that it will use the Software solely for lawful defensive or authorized testing purposes. Licensee shall not use the Software to launch denial of service attacks, unauthorized penetration, or any malicious activity against third-party systems and Redrok reserves the right to monitor usage of the Software to detect and prevent security threats, malware, or unauthorized access.

Licensee warrants it has appropriate authorization for all networks, systems, IP addresses, assets, and hardware on which it deploys or tests the Software.

Direct Purchases: The Subscription fees, the transacted currency, and payment terms shall be agreed upon between Redrok and the Licensee under applicable Order(s). The Licensee shall pay the Subscription fees, according to the relevant Order(s), together with any applicable VAT or sales taxes. If no payment terms are specifically agreed in an Order, Licensee shall pay all fees, charges, and other amounts as specified in the Order Form, net 30 days from invoice date, without any deduction or set-off. All Subscription fees shall be non-cancelable, and the sums paid shall be non-refundable except as specifically described under this EULA. Subscription fees will be charged automatically under each Renewal Term, and be payable by Licensee at the beginning of each Subscription Period in advance, unless a Party notifies the other Party (or the Authorized Partner as applicable) in writing that it does not wish to have the Subscription renewed per the terms set forth below in this EULA. Non-payment of any fee by Licensee shall be deemed as a material breach of this EULA and may, in addition to any other right or remedy available to Redrok, entitle Redrok to suspend the Subscription (or license if perpetual) and any Service.

Any amounts arising in relation to this EULA not paid when due will be subject to a late charge of one and one-half percent (1.5%) per month on the unpaid balance or the maximum rate allowed by law, whichever is less; or

Purchases through Authorized Partners: If Licensee acquires the Software through a Redrok Authorized Partner ("Indirect Order"), the fees shall be as agreed between Licensee and the Authorized Partner. In this case, Licensee shall pay the applicable fees directly to the Authorized Partner, and Section 3.1 shall not apply. Redrok grants the rights described in this EULA in consideration for and subject to: (a) Licensee's agreement to comply with the pricing and payment terms of the Indirect Order, to be separately agreed between Licensee and the applicable Authorized Partner; and (b) Licensee’s agreement to comply with its obligations set forth in this EULA (including the restrictions on use of the Software).

For the avoidance of doubt, in the case of such an Indirect Order, any indication in this EULA of an agreement between Licensee and Redrok for the price payable by Licensee for such Indirect Order shall be null and void and not form a binding part of this EULA and the provisions of this EULA related to payment terms, pricing and/or order procedures shall not apply.

Taxes. All fees stated in an Order Form are exclusive of any taxes or other charges. The Licensee will be responsible for all taxes (other than Redrok’s income taxes), fees, duties, shipping, or additional charges concerning the license and use of the Software and any Service. If Licensee is required to withhold taxes from its payment, Licensee shall gross up its payment to Redrok such that Redrok receives the full amount specified in the Order Form free and clear of any such withholding. Licensee shall provide Redrok with written evidence of any withholding tax payments made.

Software Warranty. Unless otherwise agreed between the parties, Redrok warrants to Licensee that the Software will perform during the paid Subscription term ("Warranty Period") substantially in accordance with the Software specifications as may be published and modified by Redrok and posted on its Website from time to time ("Specifications"). If the Software does not conform to the Specifications during the Warranty Period and Licensee promptly notifies Redrok, Redrok's entire liability and Licensee's exclusive remedy shall be, at Redrok's election, to either (a) return fees paid by Licensee during the last three (3) months of the subscription period (for subscription licenses) or pre-paid unused fees for such non-complying Software (for perpetual licenses); or (b) repair or replace the non-complying Software component, provided the non-conformity is reproducible and not caused by misuse, modifications, or use not in accordance with the documentation.

Warranty Exclusions. The foregoing warranties are void if Software failure results from: (i) any negligence, misuse, abuse or accident performed by Licensee or any third party; (ii) any use of the Software not in accordance with its Documentation; or (iii) unauthorized alteration, modification or repair by Licensee or any third party.

Disclaimers. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 4.1, THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. REDROK AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. REDROK DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, DETECT ALL SECURITY VULNERABILITIES, PREVENT ALL SECURITY BREACHES, OR AVOID FALSE POSITIVES. THE SOFTWARE IS A TOOL TO ASSIST CYBERSECURITY EFFORTS BUT IS NOT A SUBSTITUTE FOR PROFESSIONAL CYBERSECURITY PRACTICES AND HUMAN OVERSIGHT.

LICENSEE ACKNOWLEDGES THAT THE SERVICE IS PROVIDED OVER THE INTERNET AND OTHER COMMUNICATION NETWORKS AND IRREVOCABLY WAIVES ANY CLAIM ARISING FROM MALFUNCTION, DEFAULT, OR UNSUITABILITY OF SUCH NETWORKS OR DEVICE CONNECTIVITY.

THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS. LICENSEE EXPRESSLY ASSUMES ALL RISKS RELATED TO SUCH USE.

REDROK HAS NO RESPONSIBILITY FOR DELAYS, FAILURES OR LOSSES RELATED TO THIRD-PARTY HARDWARE, SOFTWARE OR SERVICES NOT PROVIDED BY REDROK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT

No Consequential Damages: IN ANY EVENT NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH THIS EULA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES ANY DAMAGES RESULTING FROM UNDETECTED VULNERABILITIES OR SECURITY BREACHES.

Maximum Liability: EXCEPT AS NOTED BELOW AND TO THE MAXIMUM PERMITTED BY APPLICABLE LAW, NEITHER PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, INDEMNITY OR ANY OTHER LEGAL THEORY SHALL EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY LICENSEE TO REDROK UNDER THIS EULA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO: (I) VIOLATIONS OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS; (II) A PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS UNDER THIS EULA; OR (III) BREACHES OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS.

Ownership Retention. Redrok retains all rights, title, and interest in the Software, Documentation, Services, Content Updates, and to all related Intellectual Property Rights.

Redrok and its Affiliates, suppliers, and licensors own and retain all rights, title, and interest in and to (i) the Software, Services, and any related Documentation and all worldwide Intellectual Property Rights in each of the foregoing (including all copies, components thereof and all upgrades, modifications, enhancements, and derivative works thereof); and (ii) all copyrights, patent rights, trade secret rights, trademark and other proprietary rights relating to Redrok, its Software, Service and Documentation. Licensee acknowledges and agrees that it shall have no rights concerning any of the above other than the limited license rights expressly granted in this EULA. Licensee shall not copy the Software and/or its Documentation or any other written materials regarding the Software unless expressly permitted under this EULA.

Feedback. To the extent that Licensee provides Redrok with Feedback, such Feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon Redrok pursuant to this EULA and may be implemented by Redrok in its sole discretion. Licensee acknowledges that any Redrok products or materials incorporating any such Feedback shall be the sole and exclusive property of Redrok.

Definition and Protection of Confidential Information. The Parties acknowledge that each may disclose ("Disclosing Party") certain valuable confidential and proprietary information to the other Party ("Receiving Party"). "Confidential Information" means all information provided by the disclosing Party to the Receiving Party concerning the Disclosing Party or its Affiliates’ business, products or services that is not generally known to the public, including, without limitation, information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which, at the time of disclosure, is: (a) designated in writing as confidential or proprietary; or (b) a Party should reasonably understand to be confidential.

Specific Confidential Information. Without limiting the generality of the foregoing, Confidential Information includes, without limitation: (a) vulnerability information discovered through the use of the Software; (b) threat intelligence data generated or shared under this EULA; (c) details regarding Licensee’s network architecture and security posture; and (d) Redrok’s proprietary algorithms, source code, and security methodologies.

Protection of Confidential Information. The Receiving Party may only use the Disclosing Party’s Confidential Information to fulfil the purposes of this EULA and in accordance with the terms of this EULA. Each party agrees not to disclose the other's Confidential Information to third parties except to its employees, advisors, consultants, and subcontractors ("Representatives") strictly on a need-to-know basis and provided that such party is bound by obligations of confidentiality not less restrictive than those contained herein. Each Party shall be responsible and liable for any breach of this EULA by its Representatives.

The Receiving Party will protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care.

Breach Notification. The Receiving party must promptly notify the Disclosing Party of any actual or potential breach and cooperate in enforcing the Disclosing Party's rights.

Exclusions from Confidential Information. The obligations of confidentiality under this EULA do not apply to information that the Receiving Party can demonstrate by written records: (a) is or becomes generally available to the public other than through a breach of this EULA by the Receiving Party; (b) was already known to the Receiving Party without restriction on disclosure prior to the time of disclosure by the Disclosing Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Duration. The confidentiality obligations under this EULA will survive the termination or expiration of this EULA for a period of 5 (five) years; provided, however, that with respect to Confidential Information that constitutes a trade secret, such obligations will continue in perpetuity for as long as they qualify as trade secrets under applicable law.

Licensee Data. Licensee owns all right, title and interest in all Licensee Data. Nothing in this EULA shall be construed to grant Redrok any rights in Licensee Data beyond those expressly provided herein. Licensee grants Redrok and its Affiliates the limited, non-exclusive, worldwide license to view and use the Licensee Data solely to enforce this EULA and to provide, manage, improve, and assess the quality and performance of the Software.

Data Protection Laws. Licensee represents and warrants that it has obtained all necessary rights, consents, and permissions to provide the Licensee Data to Redrok and to permit Redrok to collect, process, and use such data as contemplated by this EULA in order to provide the Redrok Services. Redrok may process Licensee Data in accordance with its Privacy Policy (available at https://redrok.io/privacy) and, where applicable, the Data Processing Addendum (DPA), if such will be executed by the Parties where necessary.

Licensee Data Content. As between Redrok and Licensee, Licensee is solely responsible for: (i) the content, quality and accuracy of Licensee Data as made available by Licensee and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Licensee Data will be collected and used for the purpose of the Software; (iii) ensuring Licensee has a valid legal basis for processing Licensee Data and for sharing Licensing Data with Redrok (to the extent applicable); and (iv) ensuring that the Licensee Data as made available by Licensee complies with applicable laws and regulations including Applicable Data Protection Laws.

Authority to use Licensee Data. During the Term of this Agreement, Licensee is authorizing Redrok, to install and connect the Software directly or indirectly (via Cloud Providers) to any of the Licensee’s network and assets, including without limitation Licensee Data, for (i) billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Software and/or related products and/or services and (ii) use Licensee Data, for the sole purpose and as necessary to carry out this EULA and the Subscription granted to Licensee, all in accordance with applicable laws and regulations..

Security of Licensee Data. Redrok shall: (i) maintain appropriate administrative, physical, and technical measures designed to protect the security, confidentiality, and integrity of Licensee Data against accidental or unlawful destruction, alteration, or unauthorized access or disclosure; and (ii) access and use Licensee Data solely to perform its obligations under this EULA or as otherwise expressly permitted herein. Redrok shall not materially diminish the overall level of security controls applied to the Software during the applicable Term. The obligations in this Section are in addition to any requirements contained in any applicable Data Processing Addendum if such will be signed by the Parties.

Usage Analytics. Notwithstanding the above, Redrok and its Affiliates shall be permitted to collect and use usage analytics (including metadata, usage statistics, aggregated data, analytics and logs) for its reasonable business purposes, including threat detection, statistical analysis, research and development, security findings and the monitoring, improvement, and management of Redrok’s Software. In the event Redrok discloses Usage Analytics to third parties, such data shall be de-identified, de-personalized so that it will not identify Licensee or its Authorized Users. Redrok may, directly or indirectly, collect and use the Usage Analytics for the purpose of enhancing, operating, and supporting the Services and the Software, provided the Usage Data does not include any Licensee personal information.

Term. This EULA will be effective upon Licensee’s first access to the Software and shall remain in force during the applicable Subscription term set forth in the Order Form, unless or until terminated by either Party pursuant to this section (the "Initial Term"). The Initial Term (or Maintenance and Support Term for perpetual licenses) will automatically renew for successive one (1) year periods (each, a "Renewal Term") at the rates specified in the applicable Order Form unless: (a) The Order Form expressly provides otherwise; or (b) either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable.

Renewal Pricing:

Renewals will be invoiced at the rate indicated on the applicable Order Form, subject to Redrok’s right to adjust pricing as set forth below.

Redrok reserves the right to modify rates, charges, and usage policies for any renewal term, or introduce new charges, for any Renewal Term.

Any changes will be communicated in writing (including email) at least 60 days prior to the expiration of the then-current term. If Licensee objects to such changes, Licensee’s sole remedy is to elect not to renew the Subscription in accordance with the notice provisions herein

Termination Conditions. This EULA or an Order Form may be terminated by a Party immediately upon written notice to the other Party if the other Party: (a) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors and such petition or proceeding is not dismissed within sixty (60) days of filing; or (b) materially breaches this EULA, provided that the breaching Party is given written notice of such breach and fails to cure the breach within thirty (30) days of Receiving such notice.

Effect of Termination:

Cessation of Rights. Upon expiration or termination of this EULA for any reason: (i) all licenses granted to Licensee will immediately terminate; (ii) Licensee must immediately cease all use of the Software; and (iii) Licensee generally remains liable for all fees accrued or due prior to the effective date of termination.

Return or Destruction. Upon termination or expiration of this EULA, Licensee will promptly return to Redrok or, at Redrok’s option, destroy all copies of the Software, Documentation, and any other Redrok Confidential Information in Licensee’s possession or control. Licensee will certify such return or destruction in writing signed by an authorized representative within thirty (30) days of such termination or expiration.

Data Handling. Redrok will retain Licensee’s data for sixty (60) days following termination, during which time Licensee may request a copy. After such sixty (60) day period, Redrok will securely delete such data, provided that Redrok may retain certain anonymized threat intelligence data for ongoing threat analysis and product improvement purposes.

Indemnification by Redrok. If the Software becomes subject to a third-party IP infringement claim, Redrok will, defend and indemnify Licensee against finally awarded third-party claims resulting directly from the infringement of such third party’s patent, trademark or other Intellectual Property Right caused by Licensee’s use of the Software in accordance with this EULA. If such a claim arises, Redrok may, at its discretion: (i) Obtain the right for Licensee to continue using the Software; (b) Replace or modify the Software to be non-infringing while maintaining equivalent functionality; or (iii) If options (a) and (b) are not feasible, terminate Licensee's rights to the infringing Software and provide a pro-rata refund of the prepaid fees calculated on a prorated basis from the date the Licensee notified in writing Redrok, that the Software became unavailable for Licensee’s use. THIS INDEMNITY AND REMEDY IS THE LICENSEE'S SOLE AND EXCLUSIVE RECOURSE FOR ANY ALLEGED INFRINGEMENT BY THE SOFTWARE.

Indemnification by Licensee. Licensee shall defend, indemnify, and hold harmless Redrok, its Affiliates, and their officers, directors, and employees against any third-party claims, suits, and proceedings (including those brought by a government entity), and all related losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from or resulting from: (i) an alleged infringement or violation by the Licensee Data of such third party’s patent, copyright, trademark, or trade secret; (ii) Redrok’s use of the Licensee Data in accordance with this EULA violating applicable law; or (iii) Licensee’s use of the Software to access, scan, or test third-party systems, networks, or applications without proper authorization.

Indemnification Process. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (i) the indemnified Party's prompt notification to the indemnifying Party of any claim in writing; (ii) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defense of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission of the indemnified Party’s wrongdoing on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld); and (iii) at the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

Exclusions. Redrok will have no liability or obligation under this Section 9 to the extent any claim arises from or is based upon: (a) any use of the Software not in accordance with this EULA or the Documentation; (b) any modification of the Software by any Party other than Redrok; (c) the combination, operation, or use of the Software with any hardware, software, data, or other materials not provided by Redrok, where the infringement would not have occurred but for such combination; (d) Licensee’s failure to implement a specific update or modification to the Software provided by Redrok that would have avoided the infringement; or (e) any security breach or data loss resulting from Licensee’s failure to implement recommended security measures or apply available security patches and updates.

Maintenance and Support Services: As part of its provision of the Software, Redrok shall make available technical support to Licensee in accordance with the support services terms applicable to the Software. These services are subject to Redrok’s maintenance and support policy, which is available upon request at support@redrok.io. The specific maintenance and support program selected by Licensee will be detailed in the applicable Order

Software Installation and Configuration. Unless specified otherwise in an Order Form or Statement of Work (SOW), Licensee is responsible for installing and configuring all Software.

Additional Services: Licensee may separately purchase from Redrok professional services in relation to the Software as may be generally available by Redrok to its customers, pursuant to Redrok's then-applicable professional services terms.

Survival. The provisions of this EULA which by their nature should survive termination or expiration will remain in effect.

Governing Law and Jurisdiction. Each Party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts below with respect to any dispute, claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in connection with this EULA.

North and South American Customers: If Licensee is located in the Americas (North or South), this EULA is governed by the laws of the State of Delaware, and the Parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware

European and APAC customers: If Licensee is located in Europe or APAC, this EULA is governed by the laws of England, and the Parties submit to the exclusive jurisdiction of the competent courts located in London, England.

Middle East and Africa Customers: If Licensee is located within the Middle East or Africa, this EULA is governed by the laws of the State of Israel, and the Parties submit to the exclusive jurisdiction of the competent courts located in Tel Aviv-Yafo, Israel.

Injunctive Relief. Each Party acknowledges that a breach of Sections 2, 6 or 7 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in the event of such a breach, the non-breaching Party will be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law.

Relationship of the Parties. Redrok and Licensee are independent contractors, and nothing in this EULA creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

Entire Agreement. This EULA supersedes all prior agreements and representations between the Parties regarding the subject matter of this EULA. The terms and conditions contained in any Order issued by Licensee will be of no force or effect, even if the Order is accepted by Redrok.

Modifications to Agreement. Redrok may modify the terms of this EULA from time to time by posting a revised version on the Redrok website or within the Software. Licensee is responsible for regularly reviewing such updates. Licensee’s continued use of the Software after the effective date of any such modification shall constitute Licensee’s acceptance of the modified terms.

Severability. If any provision of this EULA is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Assignment. Licensee may not assign or transfer this EULA, in whole or in part, by operation of law or otherwise, without the prior written consent of Redrok. Redrok may assign this EULA without consent to an Affiliate or to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section will be null and void.

No Waiver. The failure of either Party to enforce any right or remedy provided in this EULA or by law will not be deemed a waiver of that or any other right or remedy. A waiver is only effective if in writing and signed by the waiving Party.

No Third-Party Beneficiaries. This EULA is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity (including Licensee’s clients or employees) any legal or equitable right, benefit, or remedy of any nature whatsoever.

Notices. Unless specified otherwise herein, (i) all notices must be in writing and addressed to the attention of the other Party's legal department and primary point of contact, and (ii) notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by email. When sent by email, notices to Redrok must be sent to notices@redrok.io.

Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this EULA or relationship between the Parties without the prior written consent of the other Party except as expressly permitted in this section. Licensee grants Redrok and its Affiliates during the term of the EULA the right to use Licensee's trade names, logos, and symbols (“Licensee Marks”) in its public promotional materials and communications for the sole purpose of identifying Licensee as a Redrok customer. Redrok agrees to use such marks in accordance with any trademark usage guidelines provided by Licensee. Redrok will promptly cease such use upon receipt of a written request from Licensee to do so.

Export Control. Licensee acknowledges that the Software may be subject to export control and economic sanctions laws, including those of the State of Israel, the United States, the EU and other applicable jurisdictions. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country to which Israel, the United States or the EU has embargoed goods or services (including, without limitation, Iran, Syria, Lebanon, Iraq and other enemy states as defined by Israeli law). Licensee agrees not to export, re-export, or transfer the Software or data in violation of such laws.

Compliance with Law. Each Party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this EULA.