OX PLATFORM SUBSCRIPTION AGREEMENT

THESE TERMS AND CONDITIONS (the “Agreement”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND THE APPLICABLE ENTITY OF OX, AS DESCRIBED UNDER THE SALES ORDER, AS DEFINED BELOW (“OX”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. In any event, references herein to “Customer” mean you or such entity (as the case may be).

By clicking the “I Accept” button below or by otherwise installing or using any part of the Platform (as defined below), Customer acknowledges these terms and conditions and represents that it has fully read and understood, and agrees to be bound by, the following (the date of such occurrence being the “Effective Date”): (a) this Agreement; and (b) other supplemental terms and policies that this Agreement expressly incorporates by reference, and which are thereby made a part of this Agreement.

IF CUSTOMER DOES NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, CUSTOMER MUST NEITHER CLICK “I ACCEPT” NOR INSTALL OR USE ANY PART OF THE PLATFORM.

The language of this Agreement and all attachments or amendments to this Agreement, contract interpretations, notices, and dispute resolutions is hereby expressly agreed to be the English language. By entering into the Agreement, Customer hereby irrevocably and unconditionally waives any law applicable to Customer requiring that the Agreement be localized to meet Customer’s language requirements or requiring an original (non-electronic) signature or the delivery or retention of non-electronic records.

OX and Customer acknowledge that, notwithstanding Customer clicking the “I Accept” button, the terms and conditions of this Agreement shall not apply, and shall not bind either OX or Customer, if Axis Security (or an OX affiliate) and Customer have entered into a separate, non-electronic license agreement for the Platform.

WHEREAS, OX develops, markets, and sells subscriptions to its Platform (as defined below); and WHEREAS, Customer wishes to obtain a license to use the Platform; and WHEREAS, OX wishes to grant Customer a license to the Platform, all subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1. “AI Features” means functionalities within the Platform that utilize artificial intelligence or machine-learning technologies to analyze Customer Data and provide machine-generated recommendations, insights, or suggestions.

1.2. “AI Input” means Customer Data provided to, or otherwise processed by, the AI Features for the purpose of generating AI Output.

1.3. “AI Output” means the results generated and returned by the AI Features based on AI Input.

1.4. “Affiliate” means all entities that control, are controlled by, or are under common control with a party. For purposes of this Agreement, “control” means possessing, directly or indirectly, 50% of the power to direct or cause the direction of the management, policies, or operations of an entity, whether through ownership or voting securities, by contract, or otherwise.

1.5. “Authorized Users” means Customer’s designated users that are granted access to use the Platform on an individual basis, the number of which shall be specified in the applicable Sales Order.

1.6. “Customer Data” means data made available to OX by Customer which is processed by the Platform and is not personal information.

1.7. “Documentation” means the standard documentation and user manuals of the Platform made available to Customer.

1.8. “Output” means the Output Reports, data presented on the Platform’s dashboard and any feedback sent from the Platform.

1.9. “Output Reports” means reports generated through the use of the Platform and include output concerning Customer’s systems.

1.10. “Platform” means OX’s cloud and/or on-premises (as applicable) security platform, including all updates, upgrades, versions, and modifications thereto, and the Documentation.

1.11. “Security Incident” means a confirmed breach of OX’s security safeguards that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

1.12. “SLA” means OX’s standard Service Level Agreement, as may be amended by OX from time to time at its sole discretion, provided that such updates do not materially degrade the support terms (taken as a whole), and which may be made available to Customer upon request.

2. LICENSE GRANT, RESTRICTIONS, AND PROHIBITIONS.

2.1. License Grant. The Platform to be provided by OX pursuant to this Agreement will be set forth in one or more sales orders (each, an “Order”) incorporating this Agreement by reference. Subject to the terms of this Agreement, OX hereby grants Customer a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with the terms of this Agreement) license to access and use the Platform, the Output, and any Output Reports provided during the applicable Subscription Period (as defined herein), all of the foregoing solely for Customer’s internal business purposes. If Customer has purchased a subscription pursuant to the terms hereof from a partner, reseller, or distributor authorized by OX (“Partner”), then, to the extent there is any conflict between this Agreement and the agreement entered into between Customer and the respective Partner, including any purchase order (“Partner Order”), this Agreement shall prevail as between Customer and OX. Any rights granted to Customer in such Partner Order that are not contained in this Agreement shall apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely from such Partner and not from OX. An Order and, if applicable, a Partner Order are referred to herein collectively as a “Sales Order.”

2.2. Authorized Users. Each Authorized User shall receive a unique login and password or other form of personal authentication preventing unauthorized use, which shall be used by that individual only and cannot be shared or used by more than one Authorized User at a time.

2.3. License Restrictions. Customer shall not, and shall not permit any third party on its behalf to: (i) resell, sublicense, lease, time-share, or otherwise make the Platform available to any third party other than its Authorized Users; (ii) attempt to gain unauthorized access to the Platform or disrupt the performance of the Platform; (iii) modify, copy, or make derivative works based on the Platform (including any data provided and/or included therein); (iv) decompile, disassemble, reverse engineer, or otherwise attempt to derive the Platform’s source code or underlying algorithms; (v) remove or alter any trademarks or other proprietary notices related to the Platform; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including, without limitation, privacy rights, publicity rights, or intellectual property rights; or (vii) access the Platform to build a competitive product or service or copying its features or user interface. Customer shall not use any Output, Output Reports, or AI Output to train, build, or improve any machine-learning or artificial-intelligence models, except for internal analytical purposes that do not train or fine-tune any generative or predictive models and do not create derivative works competing with OX or its AI Subprocessors (as defined below).

2.4. License Prohibitions. Customer agrees not to use the Platform or permit the Platform to be used for the following purposes: (i) product benchmarking or other comparative analysis for any external use; (ii) to violate applicable laws; or (iii) propagate any virus, worms, Trojan horses or other programming routines intended to damage the Platform or any systems or data.

3. CUSTOMER DATA.

3.1. License to Customer Data. Customer acknowledges that, in order to use the Platform, it needs to provide OX with Customer Data. Accordingly, Customer hereby grants OX a royalty-free, fully paid-up, irrevocable, non-exclusive license to use, process, display, copy, and store the Customer Data in order to provide and administer the Platform, the Output, and any Output Reports for the benefit of Customer. Without derogating from the foregoing and for the avoidance of doubt, Customer is solely responsible for the backup of Customer Data, and Customer alone can implement backup plans and safeguards appropriate for its requirements. As the exclusive owner of the Customer Data, Customer represents, warrants, and covenants that, to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws, including, without limitation, privacy laws, so as to allow OX to receive, transfer, and use the Customer Data solely in order to provide the Platform. OX may, however, be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena, or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through OX’s affiliates, subsidiaries, third party service providers, and vendors as reasonably necessary to provide the Platform.

3.2. Personal Data. To the extent that Customer needs a data processing agreement, Customer shall request OX to provide it with OX’s data processing agreement (“DPA”) and shall return such DPA signed to OX as described therein.

4.  SUPPORT SERVICES AND PROFESSIONAL SERVICES.

4.1. Support Services. OX will provide support services (“Support Services”) to Customer in accordance with OX’s support terms as set forth in OX’s then-current SLA.

5. FEES AND PAYMENT TERMS.

5.1. Fees. All fees shall be as specified in the applicable Sales Order. If Customer purchased the subscription via a Partner, the subscription is subject to the full payment of the applicable fees as set forth in the Partner Order between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless OX specifies otherwise, OX will refund any applicable fees to the Partner, and the Partner alone will be responsible for refunding the appropriate amounts to Customer.

5.2. Payment Terms. Unless specified otherwise in an applicable Sales Order, all payments of fees shall be made in USD within 30 days of the date of invoice. Except as expressly provided herein, all payments made hereunder are non-refundable and non-cancellable. Payments of amounts made under this Agreement after their due date will incur interest at a rate equal to 1.5% per month (i.e., 18% per annum) or the highest rate permitted by applicable law, whichever is lower. Further, if any amount owed by Customer under this Agreement is overdue by more than 5 days, OX may, without limiting any other rights and remedies it may have, suspend its performance under this Agreement until such overdue payment is made in full.

5.3. Taxes. All amounts payable by Customer under an Order hereunder are exclusive of all duties and taxes, including but not limited to sales, use, goods and services, excise or value added taxes and withholding taxes (collectively, “Taxes”), where applicable. Customer shall pay and bear all Taxes associated with this Agreement, excluding taxes based solely on OX’s net income. Any withholding amount or deduction imposed on the payment to be made to OX shall be the sole responsibility of Customer and any payments or fees due to OX shall not be decreased in any manner by such withholding amount.

6. PROPRIETARY RIGHTS; THIRD PARTY COMPONENTS.

6.1. Ownership by OX. As between Customer and OX, OX is the sole owner of all intellectual property rights to all materials provided by OX hereunder, including the Documentation, Platform (and any component therein) and any derivatives, improvements, enhancements, updates and upgrades thereof as well as OX’s Confidential Information and OX’s names, trademarks, trade names and logos, and Customer acknowledges that it has no rights thereto except as expressly set forth herein.

6.2. Ownership by Customer. Customer is and shall remain the owner of the rights to the Customer Data, Customer Confidential Information, and any other materials it provides to OX in connection with the Platform.

6.3. Feedback. Nothing in this Agreement or in the parties’ dealings related to this Agreement will restrict OX’s right to use, disclose, publish, or otherwise exploit Feedback (as defined below), without compensating or crediting Customer or the individual providing such Feedback. No Feedback shall be deemed Customer Confidential Information to the extent that such Feedback relates to OX’s Platform and services. For the purposes of this Agreement, “Feedback” means any suggestion or idea for improving or modifying the Platform. There are no implied rights and all rights not expressly granted herein are reserved.

6.4. Third Party Components and Sources. The Platform may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices (the “Third Party Software” and “Third Party Software Terms and Notices,” respectively). OX may make available with the Platform a list of such Third Party Software and Third Party Software Terms and Notices, and will comply with any valid written request submitted by Customer to OX for the exercise of Customer’s rights under such Third Party Software Terms and Notices. Customer acknowledges that its use of the Platform is also governed by such Third Party Software Terms and Notices, and that, to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Any covenants, representations, warranties, guarantees, conditions, indemnities, or other commitments made by OX in this Agreement concerning the Platform, if any, are made by OX and not by any authors, licensors, suppliers of, or contributors to, such Third Party Software. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, OX does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification, with respect to any Third Party Software.

6.5. Analytic Information. Any anonymous information derived from the use of the Platform (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use of the Platform) that is not personally identifiable information and that does not identify Customer (“Analytics Information”) may be used for providing the Platform and for improvement, enhancement, development, and/or statistical purposes. Such Analytics Information is OX’s exclusive property.

7. AI FEATURES 

7.1. Nature of AI Features; Customer Review. Customers acknowledge that AI Output is machine-generated and may be inaccurate, incomplete, duplicative, or otherwise unsuitable for Customer’s environment. Customer is solely responsible for independently reviewing, validating, and testing all AI Output before any reliance or use in production environments and for any decisions made in reliance on AI Output. Use of AI Output is not a substitute for professional judgment or review by qualified personnel. 

7.2. AI Subprocessors. OX may use third-party artificial intelligence sub processors (“AI Subprocessors”) to process AI Input solely to generate AI Output for Customer. AI Subprocessors are contractually restricted from using AI Input to train their foundation models. A current list of AI Subprocessors is maintained on the Trust Center available at: https://www.ox.security/trust-center/ and may be updated from time to time.

7.3. Data Use; Ownership. AI Input is used only to generate AI Output for Customer. As between the parties, Customer owns AI Input. OX may use aggregated, anonymized, or de-identified data derived from AI input and usage of the AI Features for analytics, diagnostics, and improvement of the Platform and AI Features, provided such data does not reasonably permit identification of Customer or its Authorized Users.

7.4. Restrictions. Customer will not use the AI Features or AI Output to (a) violate applicable law or third-party rights; (b) generate or disseminate harmful, unlawful, or unlawful deceptive content; (c) reverse-engineer or replicate underlying AI models (except as permitted by law); or (d) use AI Output contrary to Documentation or applicable guidelines. OX may suspend access to AI Features in cases of suspected misuse or security risk (without limiting other remedies).

7.5. Acceptable Use / Provider Terms. Customer’s use of the AI Features shall not cause OX or any AI Subprocessor to violate applicable acceptable use policies that apply to the AI Features. Such terms shall apply only to the extent applicable to Customer’s actual use of the AI Features and will not apply retroactively to prior use.

7.6. Representations and Warranties. 

7.6.1. OX warrants that it will perform the Services, and will design, configure, and deploy any AI Features, with due skill, care, and diligence, and in a professional and workmanlike manner consistent with prevailing industry practices and applicable law, so as to ensure that the AI Features perform substantially in accordance with the specifications set forth in this Agreement and the Documentation.

7.6.2. OX warrants that to its knowledge, it has and will continue to ensure it has obtained all necessary permissions and licenses for the provision of the Services and the use of the AI Features configured and operated by OX. OX makes no representation regarding rights in or to any third-party foundation models, data sets, or open-source components beyond its contractual rights of use.

7.6.3. OX shall use commercially reasonable efforts to address any material defects or performance issues in the AI Features that cause it to deviate from the specifications of the Services, provided such issues are reproducible and within OX’s reasonable control.

7.6.4. OX MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR FITNESS FOR PURPOSE OF ANY AI OUTPUT AND DISCLAIMS ALL WARRANTIES THAT AI OUTPUT WILL COMPLY WITH ANY CUSTOMER LEGAL, REGULATORY, OR OPERATIONAL REQUIREMENTS. THE AI FEATURES ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS, SAFETY-CRITICAL, MEDICAL, FINANCIAL DECISIONING, OR ANY HIGH-RISK ENVIRONMENTS, INCLUDING ANY USE CASE CLASSIFIED AS HIGH RISK UNDER THE EU AI ACT OR ANY EQUIVALENT LAW. CUSTOMER SHALL NOT USE, AND SHALL NOT PERMIT ANY USE OF, THE AI FEATURES OR AI OUTPUT FOR ANY SUCH PURPOSE.

7.7. Customer-Connected AI Systems. For clarity, where Customer elects to connect or enable its own AI Subprocessors (including any third-party model), Customer is solely responsible for such connection and all related data-handling, retention, training, security, provenance, and compliance obligations. OX shall have no responsibility or liability under this Section ‎7 with respect to any Customer connected AI Subprocessors.

8. CONFIDENTIAL INFORMATION.

8.1. Confidential Information. Each party agrees that “Confidential Information” includes, without limitation, all information provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) that is either designated as confidential at the time of disclosure or should reasonably be considered, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. For the avoidance of doubt, OX’s Confidential Information includes all non-public product features and information regarding pricing of its products and services. The Receiving Party will only use the Disclosing Party’s Confidential Information in connection with this Agreement and will not disclose it to any third party, except to the Receiving Party’s and its Affiliates’ employees, directors, consultants, agents (collectively, “Representatives”) who have a need to know and are subject to non-disclosure obligations with terms no less restrictive than those herein. The Receiving Party shall remain liable for any acts or omissions of its Representatives with respect to the Disclosing Party’s Confidential Information.

8.2. Exclusions. The duties described in Section ‎8.1 will not apply to any information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully known by the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party without restriction from a third party not known by the Receiving Party to be subject to restrictions on disclosure; or (d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may also disclose Confidential Information if and only to the extent it is required to be disclosed by law, regulation, or court order, so long as, if permitted under applicable law, the Receiving Party provides advance notice to the Disclosing Party as promptly as possible and reasonably cooperates with the Disclosing Party’s efforts to limit or obtain a protective order or other relief regarding such disclosure at the Disclosing Party’s expense.

8.3. Injunctive Relief. Both parties hereby agree that the Confidential Information to be disclosed hereunder is of a unique and valuable character, that damages to the Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate and that such party agrees that the Disclosing Party has no adequate remedy at law. The parties further agree that the Disclosing Party shall be entitled to obtain injunctive relief (without the posting of any bond or other security) preventing the further use and/or disclosure of any Confidential Information in violation of the terms hereof.

8.4. Return and Destruction. Upon termination of this Agreement, the Receiving Party will, upon written request, promptly destroy or return the Disclosing Party’s Confidential Information and all copies thereof, provided that the Receiving Party shall not be obligated to erase Confidential Information contained in archived computer system backups in accordance with its security and/or disaster recovery procedures, provided further that any such retained Confidential Information shall continue to be protected by the confidentiality obligations of this Agreement.

9. WARRANTY DISCLAIMER.

9.1. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ANY OUTPUT, AND ANY OUTPUT REPORTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OX AND ITS THIRD-PARTY LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PLATFORM, REPORTS, AND/OR PROFESSIONAL SERVICES. OX DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS. OX DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE PLATFORM WILL BE ERROR-FREE OR SECURE OR THAT IT WILL BE COMPATIBLE WITH ALL OF CUSTOMER’S EQUIPMENT OR SOFTWARE CONFIGURATIONS, OR THAT THE PLATFORM IS DESIGNED TO MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS, OR THAT THE PLATFORM WILL PREVENT ANY CYBER ATTACKS AND/OR CYBER BREACHES IN CUSTOMER’S ENVIRONMENT. OX SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER.

10. INDEMNIFICATION.

10.1. OX Indemnity. OX will indemnify and defend Customer and hold Customer harmless against all third party losses finally awarded by a court of competent jurisdiction or pursuant to a settlement agreement signed by OX arising from actions, proceedings, suits, claims or demands that may be brought or instituted against Customer by any third party that Customer’s use of the Platform in accordance with the terms of this Agreement infringes such third party’s intellectual property rights (“Infringement Claims”). Notwithstanding the foregoing, OX shall have no liability or obligation hereunder with respect to any Infringement Claim to the extent arising from or related to: (a) any use of the Platform not in accordance with this Agreement and the Documentation; (b) modifications, adaptations, alterations, or enhancements of the Platform not created by or for OX; (c) the combination of the Platform with items not supplied by OX or approved for use with the Platform by OX in the Documentation to the extent such claim would not have arisen but for the combination; or (d) Customer’s continuing use of any version of the Platform after an update, modification or replacement of the Platform is made available to the Customer and Customer fails to implement within a reasonable period of time. If the Platform or part thereof becomes, or in OX’s opinion may become, subject to an Infringement Claim or Customer’s use thereof may be otherwise enjoined, OX may, at its option, either: (i) procure for Customer the right to continue using the Platform; (ii) replace or modify the Platform, so that it is non-infringing; or (iii) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund, from either OX or Partner (as the case may be), the subscription fees prepaid for the unexpired term, if any, upon the destruction (and certification of destruction) of any Platform components in Customer’s possession. This Section ‎‎10.1 states OX’s entire liability and Customer’s exclusive remedy for infringement.

10.2. Customer Indemnity. Customer agrees to defend, indemnify, and hold harmless OX and its Affiliates and their respective officers, directors, and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer’s or its Authorized Users’ use of the Platform; (ii) the Customer Data infringing or violating any intellectual property rights, or any other proprietary right, of a third party; and/or (iii) Customer’s breach of its representations and warranties under this Agreement.

10.3. Indemnification Procedure. The indemnified party shall give the indemnifying party prompt notice of any claim, grant the indemnifying party sole control of the defense and/or settlement of any claim (provided that the indemnifying party shall not enter into any settlement that admits liability on behalf of the indemnified party or imposes any obligations on the indemnified party without the prior written consent of the indemnified party, other than payment of amounts indemnified hereunder or, in the case of an Infringement Claim, cessation of use of the allegedly infringing item) and provide reasonable assistance as requested by the indemnifying party at the indemnifying party’s sole expense.

11. LIMITATION OF LIABILITY.

EXCEPT FOR EITHER PARTY’S WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, COLLATERAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS, OR GOODWILL, OR INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, OR LOSS OF, OR COST OF PROCURING, SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, IN EACH CASE EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE MONETARY OBLIGATION AND LIABILITY TO THE OTHER PARTY OR ANY OTHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EXCEED THE PAYMENTS PAID OR PAYABLE BY CUSTOMER FOR THE PLATFORM THAT GAVE RISE TO THE ACTION OR CLAIM DURING THE 12 MONTHS PRECEDING THE EVENT.

12. TERM; TERMINATION.

12.1. Term. The term of this Agreement shall commence on the Effective Date and continue until no Sales Orders remain in effect hereunder, unless otherwise terminated as stated below (the “Term”). The subscription term under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order, and if no such term is set forth, the subscription shall continue for one year from the effective date of such Sales Order. The Subscription Period granted under each Order shall automatically renew for additional one-year terms following the end of each Subscription Period unless either party provides written notice of non-renewal of such Subscription Period to the other party not less than 60 days prior to the expiration thereof. Except as otherwise expressly provided in the applicable Order, upon renewal of the Subscription Period, the fees for each Platform subscription and recurring services, if any, shall automatically be increased by 5% per annum from the applicable fees for the last annual period of the expiring Subscription Period.

12.2. Termination. Either party may terminate this Agreement: (a) at any time, if the other party fails to cure a material breach of any of its obligations hereunder within 30 days after receipt of written notice, with the exception of Customer’s failure to pay applicable fees, which must be cured within 15 days after receipt of written notice; (b) immediately upon written notice if the other party commits a non-remediable, material breach or (c) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. Each Partner Order may be terminated in accordance with any termination rights specified therein.

 12.3. Effect of Termination. Within 15 days after termination, Customer shall irrevocably erase the Platform (if installed on-premises) and any Documentation made available to it by OX, and all copies and portions thereof in its possession, and shall, upon request by OX, provide written certification to OX that such erasure has been completed. In the event that this Agreement is terminated for Customer’s breach, then all outstanding Sales Orders shall be terminated immediately. In addition, upon any termination or expiration of this Agreement, the license granted to Customer under this Agreement will revert to OX and Customer will cease all use of the Platform. For the avoidance of doubt, termination of this Agreement for any reason shall not relieve either party of its obligation to pay the other any outstanding amounts due under this Agreement. In addition, upon termination of this Agreement, Customer will lose all access to the Platform and to any Customer Data stored within the Platform (if any). It is Customer’s responsibility to download the Customer Data prior to termination of this Agreement. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of this Agreement, OX will provide Customer, upon Customer’s written request, with a reasonable opportunity to download the Customer Data at a time nominated by OX. Following such 30-day period, and upon Customer’s written request, OX shall erase all Customer Data in its possession and control within 30 days after the expiration or termination of the Term. OX does not accept any liability for any termination of the use of the Platform or any data that is deleted in connection therewith after such 30-day period.

12.4. Survival. Notwithstanding any termination of this Agreement, Sections 1 (Definitions), 6 (Proprietary Rights; Third Party Components), ‎8 (Confidential Information), ‎10 (Indemnification), ‎11 (Limitation of Liability), ‎12.3 (Effect of Termination), ‎12.4 (Survival), and ‎14 (General Provisions) shall survive and continue to be in effect in accordance with their terms.

13. Audit and Security.

13.1. OX maintains an information security and data protection program designed to safeguard the Platform and Customer Data against unauthorized access, use, alteration, or disclosure, and shall implement and comply with the Security Measures. Upon written request, OX will provide Customer with available summaries, reports, or certifications reasonably demonstrating its security controls.

13.2. In the event a confirmed Security Incident involving Customer Data, OX shall notify Customer without undue delay following confirmation, provide information reasonably available regarding the nature and scope of the incident, and take reasonable steps to mitigate its effects. OX shall maintain records of remedial actions and shall reasonably cooperate with Customer’s inquiries relating to such incident.

13.3. Any Customer-initiated audit shall be conducted no more than once per twelve (12) month period, upon at least thirty (30) days’ prior written notice, during normal business hours, and in a manner that does not unreasonably interfere with OX’s operations. The annual limitation shall not apply where required by applicable law or in connection with a confirmed Security Incident. Customer shall bear all costs of any audit unless such audit establishes that OX materially failed to comply with its Security Measures, in which case OX shall bear the reasonable, documented out-of-pocket costs of such audit. Customer shall maintain the confidentiality of any information obtained.

14. GENERAL PROVISIONS.

14.1 Entire Agreement. This Agreement, together with all Sales Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written, regarding the subject matter of this Agreement (and all past dealings or industry custom). This Agreement and the applicable Sales Order shall supersede any inconsistent or additional terms in any related Customer-issued purchase order, vendor form, invoice, policy, confirmation, acknowledgment, procurement portal terms, or similar document, even if signed or otherwise accepted, and all such terms shall be null, void, and of no effect. In the event of any conflict between the terms of this Agreement and the terms of any Sales Order, the terms of this Agreement will control unless otherwise explicitly set forth in the applicable Sales Order. Notwithstanding the foregoing, this Agreement may be amended by OX from time to time.

14.2 Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

14.3. Assignment. A party to this Agreement may not assign, delegate, or otherwise transfer any or all of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, OX may assign this Agreement in whole: (a) to its Affiliates; or (b) in connection with a merger transaction, change of control, sale of all or substantially all of assets, or any similar transaction of OX.

14.4. Relationship of the Parties. Customer and OX shall operate as independent contractors and not as partners, joint venturers, agents or employees of the other. Neither party shall have any right or authority or assume or create any obligations or make any representations or warranties on behalf of the other party, whether expressed or implied, or to bind the other party in any respect whatsoever.

14.5. Export and Import Compliance. Customer shall comply with U.S., Israeli, and all applicable import, export, and re-export regulations, including, without limitation, any regulations of the Office of Export Administration of the U.S. Department of Commerce, the United States Department of the Treasury, Office of Foreign Assets Control, and other U.S. agencies, and the export control regulations of the European Union, to ensure that neither the Platform nor any technical data related thereto are exported or re-exported, directly or indirectly, in violation of, or used for any purposes prohibited by, such laws and regulations.

14.6. Use of Customer Name. OX may use Customer’s name, logo, and trademarks and refer to its relationship with Customer in its business development and marketing efforts.

14.7. Force Majeure. Except for payment obligations, neither party shall have any liability under the Agreement to the extent that the performance of its obligations is delayed, hindered, or prevented by an event or circumstance outside the reasonable control of the affected party, including fire, storm, flood, earthquake, adverse weather conditions, pandemic, explosions, acts of God, terrorism or the threat thereof, nuclear, chemical, or biological contamination, compliance with any law, governmental controls, restrictions or prohibitions, general strikes, lock-outs, industrial action, or employment disputes not caused by or specific or limited to the affected party, protests, public disorder, general interruptions in communications or power supply, and denial-of-service attacks.

14.8. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of: (i) if the Sales Order was executed with Ox Appsec Security Ltd., the State of Israel, without reference to its conflict of laws rules. Each party irrevocably agrees that the courts of Tel Aviv, Israel shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation; or (ii) if the Sales Order was executed with Ox Appsec Security Inc., the State of New York, without reference to its conflict of laws rules. Each party irrevocably agrees that the courts of New York County, New York shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement.

14.9. Notices. All notices and demands hereunder shall be in writing and shall be delivered to the address of the Receiving Party referenced below (or at such different address as may be designated by such party by written notice to the other party). All notices or demands shall be served by personal service or sent by certified, registered or signed-for mail, return receipt requested, by reputable national or international private express courier, or by electronic transmission, with confirmation received, to the email address specified below, and shall be deemed complete upon receipt: To OX: the address listed in the applicable Sales Order or by email to  sales@ox.security  (on sales related issues) or notices@ox.security (on legal related issues). To Customer: the address and contact information listed in the applicable Sales Order.