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End User License Agreement

Glassbox US Inc. (“Glassbox”) grants you the right to use the Glassbox Solution (as defined below), subject to the following Terms of Use (“Terms of Use” or “Agreement”).  By using the Glassbox Solution you fully agree to any and all of the terms and conditions of these Terms of
Use.

    1. Glassbox Solution. Glassbox retains and shall always retain all rights and titles to a unique, proprietary software supplied by Glassbox specified in the agreement between you and the Glassbox reseller (the “Company”) (the “Customer Agreement”), together with any and all subsequent updates, upgrades, enhancements, new features, customizations, bug fixes, modifications, amendments, new features, new releases, additions, revisions, alterations and new versions thereto, and all accompanying and associated documentation and instructions, and any additional software which may be provided to you from time to time under the Customer Agreement (the “Glassbox Solution”).
    2. Grant of Limited Rights. Subject to all of the terms of this Agreement, Glassbox hereby grants you a non-exclusive, personal, non-transferable, non-assignable, limited and revocable right to use the Glassbox Solution, and any updates, if and as shall be provided by the Company from time to time, for your internal business purposes only in accordance with the terms and conditions of the Customer Agreement and subject to the limitations of use set forth in the Customer Agreement (the “License”). You may not sub-license, redistribute, enable or allow others to use or access the Glassbox Solution in any way. There are no, nor will there be, any implied licenses.
    3. Intellectual Property Rights. The Glassbox Solution is proprietary and copyrighted. Glassbox shall own all intellectual property rights in the Glassbox Solution and in any modifications, enhancements, updates, upgrades, new versions, additions, revisions, alterations or amendments of the Glassbox Solution. The Glassbox Solution is not sold to you and Glassbox reserves all rights not expressly granted under this Agreement. You acknowledge and agree that the Glassbox Solution, and any related know-how, methodologies, equipment, processes, updates, upgrades, modifications, enhancements and derivative works and, including without limitation all patent, copyright, trade secret, trademarks, trade names, service marks and other proprietary rights therein (“Proprietary Rights”), are and shall remain the sole and exclusive property of Glassbox. You have, and shall have, no right, title or interest in and to the Glassbox Solution with respect to Proprietary Rights, other than the rights expressly set forth in Section ‎2. For avoidance of any doubt it is hereby clarified and agreed that this Agreement does not and will not transfer or grant any title in the Glassbox Solution. If the Glassbox Solution or any portion thereof are modified, merged, incorporated or combined into any software, hardware, or data, or are converted or translated into another format, they shall continue to be subject to the provisions of this Agreement and Glassbox shall fully retain their ownership. You hereby undertake not to assert, contest or dispute the validity of, or contest Glassbox’s ownership of any patents, copyright, trademarks, trade names, whether registered or not, or any other registration thereof, or other proprietary right of Glassbox pertaining to the Glassbox Solution. This section shall survive termination of this Agreement.
    4. Restrictions. By using the Glassbox Solution you agree to maintain the copyright notice and any other notices and not to reproduce any trademark or other proprietary notices that appear on the Glassbox Solution, on any copies and any media. You further agree not to (and not to allow or enable any third party to):
      ( i ) directly or indirectly modify, change, translate, decompile, disassemble, reverse compile or reverse engineer, make error correction or attempt to discover any source code or underlying ideas or algorithms of the Glassbox Solution or make any attachments to the Glassbox Solution or any portion thereof,
      (ii) modify, copy or create derivative works based on the Glassbox Solution (including, without limitation, subject the Glassbox Solution, in whole or in part, to any open source licensing terms in any way),
      ( iii) provide, sell, give, rent, lease, lend, loan, disclose, publish, assign, sublicense, market, distribute, transfer, grant or convey other rights whatsoever in the Glassbox Solution to any third party,
      (iv) use the Glassbox Solution in violation of any Israeli or any other applicable laws or regulations, or allow the transfer, transmission, export, or re-export of the Glassbox Solution or any portion thereof,
      (v) process data or information for, or on behalf of, any third party using or having any manner of access to the Glassbox Solution,
      (vi) develop passwords other than such keys provided by Glassbox or attempt to defeat such provided keys or determine how they are developed,
      (vii) use the Glassbox Solution to create or develop or attempt to create or develop any software or product which competes or may compete with the Glassbox Solution,
      (viii) remove or circumvent any protection or other restrictive technology mechanism of the Glassbox Solution,
      (ix) use the Glassbox Solution for purposes of providing a service bureau, including without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or any similar services,
      (x) disclose any part of the Glassbox Solution including but not limited to the results, characteristics and capabilities of the Software’s performance benchmarks to any third party without Glassbox’s express prior written consent,
      (xi) expose or make available to any third party (and in particular, to any vendor, supplier, other service provider or anyone on such party’s behalf), any part of the user interface of the Glassbox Solution, or give access to the Glassbox Solution to any such party, or
      (xii) otherwise use the Glassbox Solution for any purpose other than those stipulated in this Agreement or in any manner not expressly authorized by this Agreement.
    5. Term and Termination. The term of these Terms of Use (“Term”) will commence from the first day you began using the Glassbox Solution and will remain in effect for the period set forth on the Customer Agreement. Notwithstanding the above, Glassbox may terminate your right to use the Glassbox Solution effective immediately via mail or email notice to you if:
      (i) you breach any of the terms of the this Agreement which has not been remedied within seven (7) days as of a receipt of a notice with respect thereto, except if such breach cannot be remedied or if by giving such notice the Company or Glassbox may be exposed to immediate and irreparable harm;
      (ii) you make an unauthorized use of the Glassbox Solution, or of any part, portion or module thereof, in breach of Section ‎2, Section ‎3 or of Section ‎4 , or you attempt to or in fact transfer or assign any of your rights, liabilities or obligations under this Agreement contrary to the provisions of this Agreement;
      (iii) the provision of the Glassbox Solution to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or
      (iv) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure or inability to continue your business activities, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding. Upon termination as set forth above, for any reason or for no reason, all of your rights under this Agreement shall immediately terminate. Except as otherwise expressly provided herein, the terms of Sections ‎3, ‎4, ‎5, ‎6, ‎7, 8, 9 and ‎10 and any provision which by its nature survives the termination of this Agreement, shall survive termination of this Agreement.
    6. Limited Warranty, Disclaimer and Limitation of Liability.
      1. OTHER THAN THE WARRANTIES EXPRESSLY PROVIDED HEREIN, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE GLASSBOX SOLUTION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY MERCHANTABLE QUALITY, EFFECTIVE, COMPLETE, ACCURACY, OR FIT FOR A PARTICULAR PURPOSE. FURTHER, GLASSBOX DOES NOT WARRANT RESULTS OF USE, THAT THE GLASSBOX SOLUTION IS BUG OR ERROR FREE OR THAT THE GLASSBOX SOLUTION WILL BE PROTECTED AGAINST VIRUSES OR ANY NETWORK INTRUSION OR SECURITY BREACH, THAT THE GLASSBOX SOLUTION WILL FUNCTION AT ALL TIMES, THAT THE GLASSBOX SOLUTION WILL NOT HAVE OR MAKE ERRORS, OR THAT ITS USE OR THE USE OF YOUR LOCAL NETWORK WILL BE UNINTERRUPTED. GLASSBOX, ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES NOT PROVIDED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE, OF THE GLASSBOX SOLUTION, REMAINS WITH YOU. GLASSBOX, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANYONE ON YOUR BEHALF IN CONNECTION WITH ANY BUSINESS DECISION THAT IS FULLY OR PARTIALLY BASED ON THE GLASSBOX SOLUTION OUTPUT.
      2. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BUSINESS INTERRUPTIONS, LOSS OF PROFITS, BUSINESS OPPORTUNITIES, BUSINESS INFORMATION, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF GLASSBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR IN CONNECTION WITH THE GLASSBOX SOLUTION OR THE USE OR INABILITY TO USE THE GLASSBOX SOLUTION AND/OR THIS AGREEMENT, FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, WHETHER OR NOT BASED ON TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OR ANY OTHER THEORY.
    7. No Maintenance and Support. GLASSBOX HAS ABSOLUTELY NO OBLIGATION TO PROVIDE ANY ADDITIONAL SUPPORT UNDER THESE TERMS OF USE OR IN CONNECTION WITH THE GLASSBOX SOLUTION AND/OR THE LICENSE. All SUPPORT SERVICES ARE AS SET FORTH IN THE CUSTOMER AGREEMENT.
    8. The Information Generated through the Glassbox Solution. You agree to comply with all the regulatory and applicable laws with respect to the use of the Glassbox Solution, including with respect to the gathering of the Information through the Glassbox Solution (including with respect to the type of Information that would be gathered and with respect to obtaining any required consent from the applicable end user for such gathering and use), and Glassbox shall not bear any liability and/or responsibility in such respect.
    9. Confidentiality.
      1. Safeguard of Information and Non-Disclosure. You expressly acknowledge that the Glassbox Solution is confidential and proprietary to Glassbox, and agree to maintain the Glassbox Solution and information regarding its characteristics, capabilities, performance benchmark, user interface, design and implementation as confidential information, using at a minimum the same degree of care, but not less than reasonable degree of care, as is used for you own trade secrets, and not to disclose it to any third party without Glassbox’s prior, written, explicit authorization, as applicable, other than as explicitly provided herein. You will not use the Glassbox Solution for any other purpose not expressly permitted by this Agreement. The forgoing shall not apply to any information that:
        (i) you can prove by written records that it is available in the public domain, not as a result of the actions on your part or by your agents, representatives or employees,
        (ii) was known to and/or developed by you prior to its receipt from Glassbox, or
        (iii) that was lawfully received by you from a third party without obligation of confidence. You agree to ensure that each of your employees, representatives and/or agents will comply with the provisions contained in this section.
      2. Confidentiality of the Agreement. You may not disclose the terms of this Agreement to any third party, except as required by law.
      3. You agree to be reference client and to be mentioned as Glassbox’s or Company’s client, and to issue joint press release for choosing the Glassbox Solution.
    10. Miscellaneous.
      1. Entire Agreement. This Agreement constitutes the entire agreement between Glassbox and you with respect to the subject matter hereof, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Glassbox and you with respect to the subject matter hereof.
      2. Exercise of Rights; Severability. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
      3.  Assignment. Neither the Agreement nor the rights granted hereunder may be assigned by you without the prior, written consent of Glassbox; any attempt to do so shall be null and void. Glassbox may assign this Agreement in whole or in part, provided that your rights and obligations hereunder shall not be derogated. This Agreement will be binding on any successor and assign of each party, including without limitation, a surviving entity in a merger or acquisition to which any of the parties hereto is a party.
      4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision. The competent courts in New York, New York shall have sole and exclusive jurisdiction regarding any dispute or claim arising hereunder.