PURPOSE END USE LICENSE AGREEMENT
Last revised: October 5, 2020
Purpose Labs, Inc. and its subsidiaries and affiliates (collectively, “Purpose”, “our”, “we”, “us”) welcomes you to our properties and services.
1. ACCEPTANCE OF THE TERMS
YOU MAY NOT DEPLOY, INSTALL, CONTROL, ACCESS OR USE THE SOFTWARE IN ANY MANNER UNTIL YOU HAVE ACCEPTED THESE TERMS, AND CUSTOMER SHOULD, AS APPLICABLE, PROMPTLY CEASE THE USE AND/OR DESTROY ALL COPIES OF THE SOFTWARE AND ACCOMPANYING DOCUMENTATION. CUSTOMER HEREBY WAIVES ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.
CUSTOMER HAS ADEQUATELY EVALUATED THE SERVICES AND DETERMINED THAT SUCH SERVICES FIT CUSTOMER’S NEEDS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES, FOR CUSTOMER’S RELIANCE ON THE RESULTS OF USE OF THE SOFTWARE (INCLUDING THE OUTPUT, AS DEFINED BELOW) AND FOR ANY USE MADE BY CUSTOMER OR ANYONE ON CUSTOMER’S BEHALF OF THE SOFTWARE NOT IN ACCORDANCE WITH THE TERMS HERE OF OR AS CONTEMPLATED HEREUNDER.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN PURPOSE AND YOU, THAT PURPOSE MAY AMEND THESE TERMS AT ANY TIME BY POSTING THE RELEVANT AMENDED AND RESTATED TERMS ON PURPOSE’S SERVICES, AND SUCH AMENDMENTS TO THESE TERMS ARE EFFECTIVE AS OF THE DATE OF POSTING. YOUR CONTINUED USE OF THE SERVICES AFTER THE AMENDED TERMS ARE POSTED TO PURPOSE’S SERVICES CONSTITUTES YOUR AGREEMENT TO, AND ACCEPTANCE OF, THE AMENDED TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER.
2.1 “Affiliate” means, with respect to Purpose, any person or entity which directly or indirectly controls, is controlled by, or
is under common control with Purpose.
2.2 “Authorized User” or “User” means a Customer and its employees, agents, contractors, consultants, suppliers or
other individuals who are authorized by Customer to use the Software to access the Services and/or the Software, on its
behalf, according to the terms and conditions of this Agreement.
2.3 “Cloud Platform” means the hardware and software platforms (e.g. servers and cloud environments) that are
necessary to operate the Software, as expressly set forth in the Documentation.
2.4 “Customer Cloud” means the Customer’s cloud environment, including EC2, EBS, RDS, Cloud native etc..
2.5 “Confidential Information” means any and all information disclosed, provided or made accessible by, or on behalf
of, one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in writing, orally or in any other form,
including information which, given the nature of the information or material, or the circumstances surrounding the
disclosure or provision, reasonably should be understood to be confidential or proprietary. Confidential Information
does not include information that: (i) is already or becomes generally known or available to the general public through
no breach of this Agreement; (ii) is already known to the Receiving Party at the time of disclosure without breach of
confidentiality, as evidenced by Receiving Party’s written records; (iii) is rightfully disclosed to the Receiving Party by a
third-party, who is not in breach of an obligation of confidentiality; (iv) is independently developed by the Receiving
Party without use of any of the Confidential Information of the Disclosing Party, as evidenced by Receiving Party’s
written records; (v) is disclosed pursuant order of a government agency or a court, provided that the Receiving Party, (a)
notifies the Disclosing Party of such disclosure so that the other Party may seek appropriate remedy; and (b) uses
reasonable efforts to limit such disclosure.
2.6 “Data Mapping Report” means a presentation of the Customer’s Personal Data as discovered by the Software across
the Customer Cloud and other different data sources provided by Customer.
2.7 “Documentation” means the instructions, user guides, manuals and release notes provided Purpose, at any time,
in printed and/or electronic form, that describe the installation, operation, use or technical specifications of the
2.8 “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or
non registrable, registered or unregistered, including but not limited to copyright and related rights, database rights,
software, all code (including source code), confidential information, trade secrets, know-how, business names, trade
names, trademarks, service marks, passing off rights, unfair competition rights, patents, utility models, UI, UX and rights
2.9 “Account” means an account (including credentials such as username and password) supplied by Purpose to
Customer enabling Authorized User(s) to use the Software to access the Software and/or Services during the
Subscription Period(s) and in accordance with the Subscription Scope.
2.10 “Personal Data” means personal or identifiable information about an individual, such as: first name, last name,
age, address, email address, geo-location, individual financial account numbers, insurance plan numbers, etc..
2.11 “Quote” means an online or offline quote issued by Purpose, and accepted by Customer via Customer’s purchase
order, other ordering document or an online subscription method, which references the Services, pricing and payment
terms, applicable Subscription Period(s) (as defined below) and any other applicable terms and which is executed by
the Parties from time to time. Each Quote is hereby incorporated by reference into this Agreement. If there are any
inconsistencies or conflicts between this Agreement and a Quote, the express inconsistent or conflicting terms of the
Quote shall govern.
2.12 “Services” means the Software and any and other software products and modules specified on a Quote, and
any Updates and Upgrades provided to Customer by Purpose, in each case in its machine-readable object code form
(unless otherwise expressly set forth on an applicable Quote).
2.13 “Software” means the Purpose Privacy ™, Purpose’s proprietary self-serve simple data privacy solution, which
enables you to scan your entire Customer Cloud and to automatically discover and tag items of Personal Data,
while producing a Data Mapping Report of the Personal Data that has been discovered.
2.14 “Subscription Fee” means the fee charged to Customer by Purpose for the rights of use granted in each copy
of Software for the Subscription Period(s) and the Subscription Scope purchased.
2.15 “Updates” means any unspecified updates, service patches, or releases made to the Software from time to time
which may enhance or improve on existing features, or functions, modules, and technology which are generally
made available by Purpose to its Customers at no additional costs. These Updates may contain, among other things,
error corrections, bug-fixes, enhancements or other changes to the user interface, functionality, compatibility,
capabilities, performance, efficiency or quality of the Software.
2.16 “Upgrades” any new version of the Software, service patches, or releases thereof which involve the addition of
new features and/or new capabilities beyond the existing scope of the features and/or capabilities of the Software.
3. RIGHT TO USE; RESTRICTIONS ON USE
3.1 The type, period of time and scope of the subscription for the use of the Software and related services
(“Subscription”) will be determined in the Quote and shall include the contemplated period(s) of the Subscription
(the “Subscription Period(s)”). If Customer wishes to extend the Subscription Period, purchase of additional
Subscription Periods is required. In the event that the Quote contains a limitation on the number of permitted
Cloud Platform installations or the number of GBs Customer may scan, or any other limitations on the scope of
subscription (“Subscription Scope”), then an extended use of Software on Cloud Platforms other than as set forth in
the Quote shall require an Upgrade and additional valid Quote therefor, and the payment of applicable Subscription
3.2 Limited License. Subject to the terms and conditions of this Agreement and payment of the applicable
Subscription Fees pursuant to a Quote, Purpose grants Customer a worldwide, non-exclusive, non-transferable,
non sublicensable license and (except as otherwise provided on a Quote) solely for Customer’s internal business
purposes (and not for any further commercialization), to: (i) install and access the Software solely in accordance with
the Subscription Scope as set forth in the applicable Quote; (ii) use and access the Software in machine readable,
object code form only, by the number of Authorized Users for which Customer has subscribed or purchased licenses (as
the case may be) in accordance with the terms of the Documentation and this Agreement; (ii) the Data Mapping Report
of the findings with respect to the Customer Cloud pursuant to the Subscription Scope.
3.3 The term of such license shall be the Subscription Period(s) purchased by Customer.
3.4 Procurement and Maintenance of Cloud Platform. Customer is responsible for procuring, installing and
maintaining the Cloud Platform, together with the provision of any other necessary hardware or software required for
its proper operation. Purpose is not responsible for the installation, sizing, configuration, performance, data security
and/or other operation of the Cloud Platform, and Customer shall look solely to the suppliers or manufacturers of the
Cloud Platform with respect to such matters. Customer acknowledges that Updates to the Software may require
upgrades to certain components of the Cloud Platform, as set forth in the Documentation for such Updates, in order
to ensure optimum performance, and that Customer is solely responsible for obtaining such software and
3.5 Service Level. If Customer Upgrades its Subscription to a Paid Account (as defined below), and subject to the terms
of an applicable Quote, during the Subscription Period(s), Purpose shall use commercially reasonable efforts to (i)
ensure the proper functionality of the Software and the availability of the Services as reasonably customary in the
industry; (ii) provide Customer with its standard support services, and/or support services as agreed in an applicable
3.6 Documentation. Purpose may make available Documentation to Customer in connection with the use of the
Software. Customer may make verbatim copies of the Documentation as needed for its own internal business
purposes provided that all copyright notices are included therein. The Documentation shall be considered as
Purpose's Confidential Information. Unless the Documentation is separately referred to herein, all references in
this Agreement to the Software shall include the Documentation.
3.7 Use Restrictions. Except as expressly permitted hereunder, the rights granted in this Section 3 are subject to
the following restrictions and Customer may not, nor shall it authorize or assist any Authorized Users or third parties to:
(i) use the Software for any purpose other than as intended or in any way not explicitly permitted under this
Agreement, including without limitation, to use any part of the Services, including any data sets, to train machine
learning models or for any other machine learning or other similar activities; (ii) use the Software in any location,
Cloud Platform, facility or network other than Customer’s facilities, Cloud Platform or network that is owned, secured
and overseen by Customer; (iii) transfer, distribute, reproduce, download, publish, disclose, disseminate, copy,
emulate, assign, sublicense, sell, pledge, rent, lease, outsource, create a service bureau, share or permit any third party
(other than its Authorized Users) to access the Software; (iv) reverse engineer, decompile, disassemble, alter,
enhance, improve, add to, delete from, make derivatives of, separate into component parts, or otherwise modify, or
derive (or attempt to derive) the technology or source code underlying, the Software, nor may Customer conduct
any static/dynamic analysis thereof, or otherwise attempt to discover or recreate the source code of the Software, or any
part or component thereof, provided in object code or source code format; (v) remove, alter, or obscure any
patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or Documentation;
(vi) disclose the results of any performance, functional or other evaluation, benchmarking or testing of the Software; (vii)
use the Software for its own competing development activities; (viii) modify or create any derivative works of the
Software or Documentation; (ix) transmit or otherwise make available in connection with the use of the Software
or distribute and/or otherwise transmit any Malware or any other computer code, file, or program that may or is
intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other
actually or potentially harmful, disruptive, or invasive code or component; and (x) attempt to gain unauthorized access
to, or disrupt the integrity or performance of, the Cloud Service or any data contained therein. Without derogating from
the foregoing, Customer shall take commercially reasonable precautions to prevent any unauthorized access
and/or unauthorized usage of the Software, including by any Authorized User. Customer shall be responsible and
liable to Purpose for any act or omission by any of its Authorized Users.
3.8 Third Party Components. In accepting this Agreement, Customer confirms and acknowledges the utilization of
third party software and components, including without limitation components licensed under free or open source
licenses (“3rd Party Components”), in the Software. Customer acknowledges that such 3rd Party components are
being installed with customer’s consent. such 3rd Party Components are utilized on an "AS IS" basis without any
warranty whatsoever and Purpose hereby expressly disclaims all warranties of any kind with respect to any such 3rd
Party Components, to the maximum extent permitted by applicable law.
4. SUBSCRIPTION FEES; PAYMENT TERMS; TAXES
Customer may increase its storage spaceSubscription Scope or benefit from a premium version of the Software and add other paid features to its Account, by converting the Account into a “Paid Account”. In consideration for the grant of the licenses and rights granted to the Software and the provision of the Services, from the date Customer converts the Account to a Paid Account, and on each periodic renewal thereafter until cancellation of such Paid Account, as set forth hereunder, Customer shall pay Purpose the Subscription Fee applicable to the Customer’s Subscription, pursuant to an applicable Quote. Unless otherwise set forth in a Quote, all payments of any Subscription Fees under this Agreement shall be payable without any deduction or set-off within thirty (30) days of Purpose’s invoice date. Any Subscription Fees not paid when due will be subject to a late charge of one and one-half percent (1 1/2 %) interest per month on the unpaid balance or the maximum rate allowed by law, whichever is less. All Subscription Fees are payable in advance and are non-refundable and, and are exclusive of any excise, sales, use, gross-turnover, value added, goods and services tax or other similar types of indirect taxes, duties or tariffs (however designated, levied or based and whether foreign or domestic) (“Indirect Taxes”) imposed or levied, currently or in the future, based on applicable law, and or any third-party cloud storage provider under this Agreement. Unless otherwise agreed between the Parties, Customer will be responsible for payment of such Indirect Taxes. Purpose shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes to the relevant authority if required by applicable law. For the avoidance of doubt, Purpose will be responsible for payment of direct taxes imposed on its net income or gross receipts.
Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under this Agreement. We reserve the right to suspend or remove your Paid Account features, or terminate this agreement, upon your failure to pay your Subscription Fees for your Paid Account on time.
5. INTELLECTUAL PROPERTY
Purpose reserves all rights in the Software, the Documentation, the Software and the Services (including, without limitation, the Output) and any part thereof (collectively, “Purpose IP”) and no rights, express or implied, other than those expressly set forth herein shall pass to Customer. Customer agrees and acknowledges that, as between Customer and Purpose, Purpose and/or its Affiliates are the sole and exclusive owner of all contents included on or incorporated into the Purpose IP and Purpose retains all right, title and interest in the Purpose IP, including any modifications, enhancements, improvements, emulations, updates and upgrades to, derivative works of the Purpose IP, and all Intellectual Property Rights therein or related to any of the foregoing. This Agreement does not confer to Customer any right of ownership or any other right in the Purpose IP or any part thereof, other than the license to use the same as explicitly stated above.
Neither Party shall disclose any Confidential Information to any third-party; provided, however, that a Party may disclose Confidential Information to its employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed to keep such information confidential in the same or a substantially similar manner as provided hereunder. Neither Party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of this Agreement. Each Party will take reasonable security precautions to protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information, but in no event with less than reasonable care.
7. CUSTOMER DATA
All Customer proprietary data originating from Customer’s network and Customer Cloud are and shall remain the property of Customer, and Purpose has no access neither to such Customer data nor to the Data Mapping Reports generated by the Software. Notwithstanding the foregoing, Customer hereby agrees that Purpose may retain the Customer’s contact information data (e.g. full legal name and valid email address), required by Purpose and provided by Customer, in connection with the registration process and/or the creation of an Account (including the Customer’s and/or Customer’s Authorized Users’ Personal Data included therein) for as long as Customer’s Account is active or as otherwise needed to provide Customer with the services contemplated hereunder and as permitted by applicable law. Purpose may retain such Personal Data even after Customer deactivates its Account or ceases to use the Software, but only as reasonably necessary to comply with any of Purpose’s legal obligations, prevent fraud and abuse, enforce Purpose’s agreements and/or protect its legitimate interests.
In the event Customer provides Purpose any suggestions, material, ideas, comments or other feedback relating to the Software or Services and/or the Data Mapping Report (collectively, “Feedback”), Customer agrees that Purpose shall have full right and title to such Feedback and may, in Purpose sole discretion, use any Feedback in any way, including without limitations in future modifications of the Software or Services or advertising and promotional materials relating thereto.
9. LIMITED WARRANTIES; DISCLAIMERS
9.1 Limited Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURPOSE MAKES AND GIVES
NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES, WHETHER ORAL OR WRITTEN, IMPLIED,
EXPRESS OR STATUTORY, WITH REGARD TO THE SOFTWARE, THE SOFTWARE, THE SERVICES, THE OUTPUT AND ANY
3RD PARTY COMPONENTS, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO LICENSOR DEALER,
DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS,
OR ADDITIONS TO THIS WARRANTY. THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION
ANY CONTENT, DEMOS, TRIALS, OR ANY MATERIALS, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED
ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE. PURPOSE MAY, AT ITS SOLE DISCRETION AND WITHOUT
AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO
THE SERVICES AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT
ANY NOTICE TO YOU. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF
AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SERVICES, IS ENTIRELY, OR OTHERWISE TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
9.2 Exclusive Remedies. For any breach of the warranties contained in this Section 9, Customer’s exclusive remedy,
and Purpose's entire and sole liability, shall be, at its sole discretion, to use reasonable commercial efforts to repair the
non conformity or to replace the Software so that they operate as warranted; provided that Customer (i) has fully paid
all applicable fees, (ii) is not otherwise in breach of this Agreement, and (iii) has reported in writing to Purpose the
claimed failure promptly upon discovery. If Purpose is unable to repair the non-conformity and such non
conformity materially affects the functionality of the Software, or if Purpose is unable to replace the Software, Customer
will be entitled to terminate this Agreement, the relevant subscription and return the applicable Software (and
related license keys) to Purpose, and recover any prepaid unused amount of the license fees covering the remainder of
the current Subscription Period after the effective date of termination. Purpose may disclaim any obligation or
liability under this Section 9 if Purpose determines that the Software have been: (i) altered, modified, or serviced other
than by Purpose; (ii) improperly installed or used in a manner other than as specified in the applicable Documentation
(including used on or in conjunction with hardware other than the unmodified version of the hardware with which
the Licensed Product was designed to be used or otherwise integrated and/or the combined with any third party
product or component); (iii) if Customer has failed to implement any updates, upgrades and new versions to the
Software provided by Purpose within a commercially reasonable time period or; (iv) if Customer has violated the terms
of this Agreement.
9.3 Disclaimers. Purpose does not warrant that (i) the Software will meet Customer’s requirements, (ii) the Software
will operate in combination with other hardware, software, Cloud Platforms or data not expressly specified in
the Documentation, (iii) the operation of the Software will be fully secure, uninterrupted or error-free, , or (iv) all errors in
the Software will be corrected. It is hereby agreed that any Updates, upgrades and new versions to the Software shall
be made by Purpose at its sole discretion. Customer hereby warrants and acknowledges that Customer’s execution of
this Agreement is not made contingent on the delivery of any future functionality or features, or dependent on any oral
or written public comments, made by Purpose regarding future functionality or features.
10. LIMITATION OF LIABILITY
10.1 EXCEPT FOR EITHER PARTY’S OBLIGATIONS OF CONFIDENTIALITY, (i) TO THE EXTENT PERMITTED BY
APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, IN NO EVENT SHALL EITHER PARTY
OR ITS AFFILIATES, SUBSIDIARIES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR BUSINESS
INFORMATION, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR
MALFUNCTION, OR DAMAGES FOR LOST PROFITS OR REVENUES, OR ANY AND ALL OTHER COMMERCIAL DAMAGES
OR LOSSES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY UNDER THIS AGREEMENT, ARISING IN
CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE, (ii) EXCEPT
FOR EITHER PARTY’S OBLIGATIONS OF CONFIDENTIALITY, BREACH OF THE OTHER PARTY'S INTELLECTUAL
PROPERTY RIGHTS, OBLIGATIONS PURSUANT TO SECTION 11 (INDEMNIFICATION) HEREIN OR BREACH OF
CUSTOMER’S PAYMENT OBLIGATIONS, EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE CUMULATIVE FEES ACTUALLY PAID
TO PURPOSE FOR THE SOFTWARE DURING THE 12-MONTHS PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE
OF THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL PURPOSE OR ITS AFFILIATES BE LIABLE FOR COSTS
OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY CUSTOMER. THE FOREGOING LIMITATIONS WILL
NOT APPLY TO LIABILITY CAUSED BY EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10.2 Subject to applicable law, Customer agrees that regardless of any statute or law to the contrary, any claim or cause
of action brought by Customer or anyone at its behalf, arising out of or related to use of the Software or to this
Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
11.1 Purpose Indemnity. Purpose shall defend, indemnify and hold harmless Customer and its officers,
directors, shareholder, employees, affiliates and agents (the “Customer Indemnitee”) from and against all costs,
damages, losses and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively,
“Damages”) awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement
agreement signed by Purpose, arising from any third-party claims that Customer’s use of the Software in accordance
with this Agreement and Documentation violates any third-party Intellectual Property Rights. The above Purpose
obligations to defend and indemnify will not apply in the event that a claim arises from or relates to: (a) Customer’s use
of the Software in violation of applicable laws; (b) use of the Software not in accordance with the written instructions
of Purpose or the terms of this Agreement and the Documentation; (c) any modification, alteration or conversion of
the Software not created or approved in writing by Purpose; (d) any combination or use of the Software with any
computer, hardware, software, data or service not required by the Documentation if the claim would not have occurred
if not for such combination or use; (e) Purpose’s compliance with specifications, requirements or instructions of
Customer; or (f) Customer’s gross negligence or willful misconduct (any such claim in clauses (b) through (e), a "Reverse
11.2 Customer Indemnity. Customer shall defend, indemnify and hold harmless Purpose and/or its Affiliates and
their respective officers, directors, employees and representatives (“Purpose Indemnitee”) from and against
Damages finally awarded against Purpose by a court of competent jurisdiction, to the extent such claim arises out of
any of the following: (i) a Reverse Infringement Claim; (ii) Customer’s use of the Software other than as authorized under
this Agreement; (iii) a claim that Customer Data or its transfer to or access by Purpose as contemplated herein violates
any third-party rights, including without limitation infringement or violation of the Intellectual Property Rights
or privacy rights of such third-party, including any violation of applicable data protection laws; (iv) Customer’s violation
or alleged violation or any of its warranties and/or obligations under Sections 3.8 or 4 to this Agreement.
11.3 Procedure. As a condition to the defense and indemnity set forth above, the Purpose Indemnitee or the
Customer Indemnitee, as applicable (the “Indemnified Party”) shall give the other Party (the “Indemnifying Party”)
prompt notice of any such claim made against it and the Indemnifying Party shall be entitled, by written notice to
such Indemnified Party, to assume sole control of the defense of any such claim, suit or proceeding, including
appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense,
provided that (a) no settlement, consent order or consent judgment which involves any placement of a financial burden
or admission of any liability or wrongdoing, act or omission on the part of the Indemnified Party may be agreed to by
the Indemnifying Party without the Indemnifying Party’s prior written consent; and (b) the Indemnifying Party shall
keep the Indemnified Party informed of the status and progress of such Claim, the defense thereof and/or
settlement negotiations with respect thereto. The Indemnified Party shall give the Indemnifying Party all reasonable
assistance, at Indemnifying Party’s cost and expense, necessary in connection with such defense. The Indemnified
Party shall have the right to employ separate counsel in the defense of any such claim and participate in the
12. TERM AND TERMINATION
This Agreement shall commence as of the Effective Date set forth under the Quote and will continue for the Subscription Period(s) set forth therein, and will continue in accordance with the terms of the Subscription, unless terminated earlier as provided herein (the “Term”). Purpose may terminate this Agreement or any relevant Quote, as applicable, upon the provision of thirty (30) days’ written notice to the Customer. This Agreement automatically terminates if Customer breaches its terms and such breach is not cured within thirty (30) days of Purpose’s written notice of breach or is not able to be cured. Upon expiration or termination of this Agreement for any reason, (i) all rights and licenses granted herein, and any Quotes executed pursuant hereof, shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify the destruction of, all Confidential Information and Documentation to the other Party; (iii) Customer shall immediately cease to use the Software and shall certify to Purpose within thirty (30) days after termination that Customer has destroyed, or has returned to Purpose, the Software, Documentation and all copies thereof; (iv) Customer shall remit in full all payments due to Purpose, accruing prior to the date thereof; and the Parties’ rights and obligations under Sections 2, 3, 4, 5, 8.3, 9, 11 and 12, and any other provision that by its nature was intended to survive termination, shall survive termination of this Agreement.
Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Purpose and Customer, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever. Neither Party will be liable to the other Party for any delay or failure to perform under this Agreement, other than the obligation to pay money, which is due to fire, pandemic, epidemic, terrorism, war, flood, acts of God, governmental rule or order, strikes, lockout or other labor difficulties, or other causes beyond its reasonable control. Neither Party may assign or transfer any rights or delegate any duties under this Agreement without the other Party’s prior written consent, except that Purpose may without the need for consent, assign or transfer this Agreement to any Affiliate and/or in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this Section 12 shall be void. This Agreement and each applicable Quote may be amended, modified or supplemented only by a writing that is signed by duly authorized representatives of both Parties. By using the Software and any part thereof, Customer expressly agrees that this Agreement will be governed by Israeli law without regard to its choice of law or conflicts of law principles. Customer expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief to enjoin infringement of Intellectual Property Rights may be sought in any court. This Agreement and the applicable Quote comprise the entire agreement between Customer and Purpose and supersede all prior agreements pertaining to this Agreement’s and such rules’ and policies’ subject matter. If any provisions of this Agreement are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance.