CodSec I.O End Customer License Agreement
This End Customer License Agreement (this “Agreement”) is entered into on ______ (the “Effective Date”) by and between CodSec I.O Ltd., a company incorporated under the laws of the State of Israel (“CodSec”), and ______, a company incorporated under the laws of ___________ with registration number ___________ of ____________ (“Customer”).
WHEREAS, CodSec has developed ASP, an AI based security platform (the “Service”);
WHEREAS, CodSec wishes to grant the Customer a license to access the Service, and the Customer is interested in obtaining such access, in each case in accordance with the terms herein contained;
NOW THEREFORE, the parties hereto agree as follows:
The following are the terms and conditions for the use of the Agentic Security Platform and services offered and provided by CodSec I.O Ltd. (respectively, “CodSec” and the “Service”).
Please read these Terms of Service and the Privacy Policy (located at […]), and which is incorporated herein by reference) carefully (together, the “Terms”). The Service offered to the Customer (as such term is defined below) is conditioned on the Customer’s acceptance without any modification of these Terms.
1. License to the Service
1.1 Non-Exclusive License. Subject to and conditioned upon Customer acceptance of these Terms and Customer ongoing compliance with these Terms, CodSec grants the Customer a non-exclusive, non-transferable, limited license to install, access (i.e. on a SaaS Basis) and use the Service, during the Term (as defined below) in strict compliance with these Terms. Unless the Customer has subscribed to an MSSP license (as specified in the Purchase Order) such license shall be (i) non-sublicensable and, (ii) solely for the Customer’s own internal business use. Any support and other professional services, as may be requested by Customer, shall be subject to a separate written agreement to be mutually agreed between the parties.
1.2 Changes in the Service. CodSec makes continuous efforts to constantly improve the Service for the benefit of its customers. CodSec will make available to the Customer all updates (i.e. minor releases of the Software, which is made available to all the Customers, which typically includes bug fixes for a particular version of licensed Software, and typically does not contain new features or functionality) as soon as commercially available and at no additional charge. CodSec shall make reasonable efforts to provide the Customer with Upgrades, where such Upgrades shall be subject to a separate written agreement and/or order executed between the parties, may incur additional costs and may be subject to additional terms and conditions, all as will be agreed between the Parties in advance, provided however, that any Upgrade that is required for the use of the Service by Customer, shall be provided by CodSec to the Customer, at no additional charge. “Update” means any revision, enhancement, update, correction, security device, limiting device or other modification of the Service (other than an Upgrade) that CodSec releases or provides after the effective date. “Upgrade” means any commercially released version of the Service that CodSec releases after the effective date that adds new or changed functionalities or features to the Service. CodSec may make changes to the Service from time to time, including removing features that are not required for the use of the Service by Customer.
1.3 Restrictions. The Customer will not, nor will Customer allow any third party to: (a) copy, modify, adapt, translate or otherwise create derivative works of the Service except as required for the Customer’s internal business use (or, in case of MSSP license, the internal use by the end customers) and subject to a separate written agreement between the Customer and CodSec; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (c) rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service (unless the Customer has subscribed to an MSSP license); (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without CodSec’s prior written approval; (h) directly or indirectly take any action to contest CodSec’s intellectual property rights or infringe them in any way; (i) make the Service available for timesharing, application service provider or service bureau use; and (j) remove, obscure, or alter any notice of copyright, CodSec 's Marks (as such term is defined below), or other proprietary right appearing in or on any item included with the Service.
1.4 Customer's Right to Use Results. Any and all results obtained by the Customer or Customers acting on its behalf through use of the Service, are the property of Customer (including all intellectual property attached thereto).
1.5 Customer is solely responsible for the supervision, management and control of the use of the Services including, without limitations, (i) any output of the Service, (ii) selection of the Service to achieve its intended results; (iii) determining the appropriate uses of the Service and the output of the Service in Customer's business; (iv) establishing adequate independent procedures for testing the accuracy of the Service and any output; and (v) establishing adequate backup to prevent the loss of data in the event of a software malfunction.
2. Consideration
2.1 The license tier (i.e., enterprise license, MSSP license, or other types of license offered from time to time by the Company), consideration and payment terms for the services shall be as set forth in a purchase order mutually signed by the parties, which shall supersede the foregoing consideration terms (“Purchase Order”), or, if no such Purchase Order exists, in accordance with the payment tier selected by the Customer in accordance with the [payment plan information] . The foregoing sections of this Section 2 shall apply unless explicitly stated otherwise in the Purchase Order.
2.2 Subscription fees shall be billed annually in advance, on an automatically recurring bases, unless the Customer elects to terminate the subscription at least 30 days prior to the next renewal.
2.3 Unless otherwise specified in the Purchase Order, all prices are quoted and shall be paid in USD, via wire transfer of immediately available funds.
2.4 All fees are quoted excluding any taxes, VAT, sales-tax, any withholding, levies, or duties shall be exclusively borne by the Customer.
2.5 All fees are non-refundable except where specifically specified to the contrary in these terms.
3. Representations and Warranties
3.1 CodSec represents and warrants that: (i) it has full power and authority to execute this Agreement; (ii) it has the requisite rights in the Service to provide the Customer with the license granted hereunder; (iii) CodSec complies with industry standard practices to ensure that the Service contains no viruses technological means intended to disrupt, damage or interfere with the use of computers or related systems; and (iv) it shall at all times comply with applicable law and this Agreement in connection with its performance of this Agreement.
3.2 Customer represents and warrants that: (i) it has full power and authority to execute this Agreement; (ii) it has the requisite rights to provide any materials, data and/or content which may be provided to CodSec or that may be uploaded to the Service (“Customer Content”); (iii) all Customer Content does not and shall not infringe any third party rights, including without limitation privacy rights, publicity rights, trademark, copyrights and other intellectual property rights; (iv) it shall at all times comply with applicable law and this Agreement in connection with its performance of this Agreement.
3.3 Customer acknowledges and agrees that the Service is not intended to replace advice regarding requisite or recommended security measures, and agrees and acknowledges that the Service is not intended to be used as the sole basis for any decision
4. Intellectual Property Rights; Customer's Content
4.1 The Service (and any and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) and all of the intellectual property rights therein (including CodSec's Marks) are, and shall remain, CodSec’s (or as the case may be, its licensors) exclusive property, including but not limited to, any modifications or custom features to the Service to be developed by CodSec for the Customer’s benefit, whether requested or instructed by the Customer or not, even if the Customer has paid for such modifications, except if CodSec and the Customer have entered into a separate written agreement that specifically states otherwise and references this Section. These Terms do not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with the Terms contained herein. Nothing herein constitutes a waiver of CodSec’s intellectual property rights under any law. CodSec reserves all rights not expressly granted herein to the Services.
4.2 Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service (collectively “Ideas”) that the Customer may provide to CodSec, will be solely owned by CodSec. Customer shall be solely responsible for abstaining from providing any Ideas which include any of Customer's confidential information, intellectual property, personal identifiable information, or any other information that identifies Customer as the source of the Ideas. Insofar as Customer does transfer Ideas which include any of the foregoing, the Customer hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to CodSec, free of charge, waives any and all moral rights that Customer may have, and releases CodSec from any obligation of confidentiality with respect thereto.
4.3 All of CodSec's trademarks, including but not limited to any service marks, logos, domain names, copyrights and other proprietary rights associated with CodSec and the Service, whether registered or non-registered, shall be collectively be referred to as “CodSec's Marks”. The Customer agrees not to directly or indirectly (and not to allow any third party to): (a) use CodSec's Marks for any purpose (other than as detailed hereunder) without CodSec’s express written consent; and (b) register, attempt to register, or assist anyone else to register any CodSec's Marks or marks confusingly similar thereto.
4.4 Customer owns and shall at all times retain all right, title and interest in and to the Customer Content, including all know-how, components and materials, as well as in all modifications, enhancements, and updates thereto, all intellectual property rights, and the trademarks, service marks, and logos contained therein.
4.5 In the event that CodSec reasonably believes that the Service or any part thereof does or is reasonably likely to infringe upon or violate any third party intellectual property right, CodSec may, in its discretion (i) modify the Service so that it is not infringing or violative without substantially changing its functionality, (ii) obtain a license sufficient to continue to permit the Customer to use the Service in accordance with the provisions of this Agreement, or (iii) if CodSec believes that neither option (i) or (ii) is commercially feasible, terminate this Agreement and refund to Customer any pre-paid, unused fees hereunder, pro-rated for such period during which the subscription was not used. The foregoing shall be the Customer’s sole remedy in the event of infringement upon or violation of any third party intellectual property right.
5. Indemnification
The Customer hereby agrees to indemnify, defend and hold CodSec and its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on CodSec's behalf (the “Related Parties”) harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively “Damages”) that are based on or arise directly or indirectly out of or from (a) Customer breach of these Terms; (b) any misuse of the Services by the Customer and any third party on the Customer’s behalf; (c) any breach of the Customer's representations and warranties set forth herein; and (d) Customer or Customer employees’ or personnel’s negligence or willful misconduct.
6. Disclaimer of Warranties
6.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CODSEC AND ITS RELATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6.2 CODSEC AND ITS RELATED PARTIES DO NOT WARRANT: (A) THAT THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; (B) THAT THE CUSTOMER’S USE OF THE SERVICE AND ANY RELATED SERVICES PROVIDED TO THE CUSTOMER WILL BE UNINTERRUPTED; OR (C) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
6.3 The foregoing exclusions and disclaimers are an essential part of these Terms. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to the Customer.
6.4 CodSec's Service and software contain third-party proprietary software programs, including, but not limited to, open source components. Open source components are provided AS IS, without any warranty, express or implied, and in accordance with their respective license terms. In any event of a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail, but solely in connection with such open source software. A list of such open source components (may be updated from time to time by the Company) can be provided upon request from the Company.
6.5 Third Party Works.
6.5.1 Customer acknowledges that the Software uses or contains certain products and components which were developed and owned by third parties. To the extent CodSec uses or otherwise incorporates third party software or works (“Third Party Works”) in the Service, software, documentation or any other materials provided to Customer, CodSec hereby grants Customer the rights to use such Third Party Works, solely as incorporated in the Service, software or documentation (as applicable) under the terms of the license granted to Customer hereunder. Because CodSec has no control over such Third Party Works, the Customer acknowledges and agrees that CodSec shall not be responsible for the availability of such Third Party Works, nor shall CodSec be responsible or liable for any content, products or other materials on or available from such Third Party Works.
6.6 In addition to the foregoing, the Customer may also request specific integration with Third Party Works to be carried out by CodSec, which integrations shall be deemed professional services and subject to a separate written agreement as specified in Section 1.1 above. In such case, the Customer shall be solely liable for the payment of any licensing fees incurred in connection with such integration, and CodSec shall not be liable for any infringement of third party intellectual property right or security vulnerability which would not have occurred without such integration with software, systems, data, or platforms not provided by CodSec. Any intellectual property created as part of such professional services in the course of integration shall be deemed to be the intellectual property of CodSec, and CodSec shall be entitled to rely and re-use any intellectual property created in the course of such integration without limitation, insofar as such use does not breach the provisions of Section 8 below.
7. Processing user requests with large language model (LLM) partners
7.1 The Service includes AI assistant functionality that enables Customer to integrate with third-party large language model providers of the Customer’s choice (“LLM Partners”). Customer selects its own LLM Partners and provides its own API credentials for such LLM Partners. CodSec provides only the technical integration layer that facilitates communication between the Service and Customer's selected LLM Partners. Customer's use of the Service with LLM functionality constitutes acknowledgment that Customer requests (“Inputs”) will be transmitted to Customer's selected LLM Partners using Customer's credentials, and that responses (“Outputs”) will be generated by such LLM Partners.
7.2 Customer is solely responsible for: (a) selecting appropriate LLM Partners; (b) obtaining, maintaining, and securing all API credentials and access rights with its selected LLM Partners; (c) reviewing and accepting the terms of service, privacy policies, and data processing agreements of its selected LLM Partners; (d) ensuring compliance with all applicable laws and regulations regarding data transmitted to LLM Partners; (e) all costs, fees, and charges imposed by LLM Partners; (f) ensuring all Inputs are accurate, lawful, and submitted with all necessary rights and clearances; and (g) evaluating the suitability of all Outputs for Customer's intended purposes.
7.3 CodSec's role is limited to providing the technical integration infrastructure. CodSec does not: (a) control, access, store, or process Customer's LLM Partner credentials; (b) have any contractual relationship with Customer's LLM Partners; (c) control the processing of Inputs by LLM Partners; (d) control the generation or content of Outputs; or (e) have visibility into the data processing practices of Customer's selected LLM Partners. Customer acknowledges that its Inputs and Outputs are processed pursuant to Customer's direct agreements with its LLM Partners, not pursuant to this Agreement.
7.4 CodSec makes no representations or warranties regarding: (a) the availability, reliability, or performance of any LLM Partners; (b) the accuracy, quality, completeness, or suitability of any Outputs for Customer's purposes; or (c) Customer's LLM Partner credentials or Customer's relationship with any LLM Partners. Due to the probabilistic nature of LLM technology, Customer acknowledges that: (i) Outputs may resemble those generated for other users of the same LLM Partners; (ii) identical Inputs may produce different Outputs; and (iii) Outputs may be inaccurate, unreliable, or inappropriate. Customer bears all responsibility and risk for reliance on any Outputs. CodSec has no liability for Outputs generated by LLM Partners, the actions or omissions of LLM Partners, or any interruption in LLM Partner services. If and to the extent CodSec processes any Customer data in connection with facilitating LLM integrations, CodSec will handle such data in accordance with Section 9 (Data Security) below and will not use such data for any purpose other than providing the Service to Customer.
7.5 CodSec may, in its discretion: (a) add support for additional LLM Partners; (b) modify the technical integration functionality; (c) impose reasonable limitations on API call frequency or data volume to prevent abuse or ensure system stability; or (d) discontinue support for specific LLM Partners upon [30/60/90] days' prior written notice to Customer. CodSec will use commercially reasonable efforts to maintain compatibility with major LLM Partners, but does not guarantee continued integration with any specific LLM Partner.
8. Confidentiality
8.1 Each party (a “Disclosing Party”) acknowledges that it may have access to, and the Disclosing Party may disclose to the other party (the “Receiving Party”), certain valuable information belonging to and relating to Disclosing Party, which Disclosing Party considers confidential, including, but not limited to, information computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists and other trade secrets. Receiving Party shall not disclose such confidential information to third parties, shall not use such confidential information for its own benefit except to the extent required or permitted hereunder, and shall not disclose such confidential information to or use such confidential information for the benefit of third parties. Receiving Party shall disclose confidential information only to those of its employees who need to know such information for the purpose of this Agreement and shall ensure that its employees observe the confidentiality obligations in this Section 8.
8.2 This Agreement shall impose no obligation of confidentiality upon Receiving Party with respect to any portion of the confidential information which: (i) now or hereafter, through no act or failure to act on Receiving Party's part, becomes generally known or available; (ii) is known to Receiving Party at the time Receiving Party receives same from Disclosing Party as evidenced by written records; or (iii) is hereafter furnished to Receiving Party by a third party as a matter of right and without restriction on disclosure as evidenced by written records. (iv) was independently developed by the Receiving Party without reliance on the confidential information as evidenced by written records. Notwithstanding the foregoing, under all circumstances all benchmarks and other information regarding the results of Customer’s use and evaluation of the Service and any communications and reports prepared under this Agreement including the Ideas shall be deemed the Confidential Information of CodSec, and shall be subject to all non-disclosure and non-use restrictions herein.
8.3 In the event that Receiving Party is required to disclose confidential information of the Disclosing Party pursuant to any law, regulation, or governmental or judicial order, the Receiving Party will, to the extent permitted; (a) promptly notify Disclosing Party in writing of such law, regulation or order, and (b) reasonably cooperate with Disclosing Party in opposing such disclosure.
9. Data Security.
9.1 CodSec will use industry best practices to prevent unauthorized access to the Service, and any databases or files containing the Customer’s Confidential Information. CodSec will use industry best practices to ensure that only end users have access to the Service and only for the purposes authorized by this Agreement. CodSec will use industry best practices to prevent unauthorized destruction, alteration or loss of Customer’s information contained in the Service. To maintain the integrity of the Security, CodSec will install all security upgrades and patches with respect to the Computer Systems as soon as reasonably possible.
9.2 CodSec certifies that (i) its treatment of Personal Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program (“Information Security Program”) that includes administrative, technical, and physical safeguards and other security measures necessary to (a) ensure the security, confidentiality, and integrity of Confidential Information; (b) protect against any anticipated threats or hazards to the security, confidentiality, and integrity of Confidential Information; (c) protect against unauthorized access to, destruction, modification, disclosure or use of Confidential Information; and (d) detect and respond to security incidents involving Confidential Information. For the purposes of this Agreement, “Personal Information" means information provided by or on behalf of Customer or its agents to CodSec or its agents, including in the course of CodSec’s performance of the Agreement that: (i) identifies an individual (by name, number, signature, address, date of birth/age, telephone number or other unique identifier), or (ii) can be used to identify an individual.
9.3 CodSec shall maintain appropriate access controls, including, but not limited to, limiting access to Confidential Information to the minimum number of CodSec Personnel, subcontractors and subprocessors (if applicable) who require such access in order to provide the Service to Customer. CodSec shall periodically review and update such access privileges.
9.4 CodSec shall conduct periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Confidential Information. Based on such assessments, CodSec shall evaluate and improve, where necessary, the effectiveness of its Information Security Program and information security controls. Such assessments will also consider CodSec’s compliance with its Information Security Program and the laws applicable to CodSec.
9.5 CodSec shall notify Customer, promptly and without unreasonable delay, but in no event more than 48 hours of learning of any: (a) unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Confidential Information may have occurred or is under investigation; or (b) act or attempt to gain unauthorized access to, disrupt, or misuse Computer Systems that handle or store Confidential Information (either, a “Security Incident”). Thereafter, CodSec shall:
9.5.1 promptly furnish to Customer details of the Security Incident, which shall include the estimates of the effects on Customer and specify any correction action to be taken by CodSec;
9.5.2 assist and cooperate with Customer or Customer’s designated representatives in Customer’s investigation of CodSec, Personnel or third parties related to the Security Incident; and
9.5.3 take appropriate action to prevent a recurrence of any Security Incident.
9.6 Upon Customer’s reasonable written request no more than once per calendar year except upon request of a regulator of Customer or as a result of a Security Incident, CodSec shall promptly provide Customer with information related to CodSec’s information security safeguards and practices, which may include one or more of the following as Customer may request: (i) responses to an information security-related questionnaire, or (ii) copies of relevant audits, reviews, tests, or certifications of CodSec’s systems or processes.
9.7 For the purpose of auditing CodSec’s compliance with this Section, CodSec shall provide to Customer, on reasonable written notice no more than one (1) time per calendar year except upon request of a regulator of Customer or as a result of a Security Incident: (a) access to CodSec’s information processing premises and records; (b) reasonable assistance and cooperation of CodSec’s relevant staff; and (c) reasonable facilities at CodSec’s premises.
9.8 Personal Information. Customer will be considered the data controller for any Customer Data that includes Personal Information. Customer will have sole responsibility for determining if its collection, storage, and use of Personal Information complies with applicable law, for making all required disclosures and obtaining all required consents relating to the activities described in this Agreement, and otherwise complying with all laws applicable to them relating to Personal Information.
9.9 Customer Security Responsibilities. Customer will: (a) take commercially reasonable measures to maintain the confidentiality and security of all usernames and passwords issued to Customer and its end users, and Customer and its end users will be responsible for all activities conducted under their usernames and passwords; (b) impose and maintain on all of its computer systems and equipment that Customer or any end user uses to access and use the Services up-to-date industry-standard security measures; and (c) immediately notify CodSec in writing if it becomes aware of any unauthorized use of the Service, any username or any other security breach regarding the Service and will take all reasonable steps to stop such unauthorized use.
9.10 Upon notice to CodSec, CodSec will reasonably assist and support Customer in the event of a review or inquiry by any regulator or similar authority of Customer, if and to the extent that such review or inquiry relates to Services performed by CodSec on behalf of Customer in accordance with this Agreement. Such assistance will be at Customer’s sole expense, except: (i) where the investigation involves or relates to a Security Incident; or (ii) was required due to CodSec’s acts or omissions, in which cases such assistance will be at CodSec’s sole expense.
10. Limitation of Liability
10.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND WITHOUT ANY IMPLIED OR STATUTORY WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. CODSEC SHALL HAVE NO LIABILITY FOR ANY LOST OR CORRUPTED DATA.
10.2 Customer is responsible for maintaining the security of its account in the Service and for maintaining the security of the authentication credentials of persons using the Service on its behalf, as well as for determining access privileges and rights for authorized users. User shall be responsible for all uses of its account with or without its knowledge or consent. Customer is responsible for all damage caused by its or an authorized user’s failure to maintain the security of its account and authentication credentials.
10.3 CODSEC, AND ITS RELATED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND ANY RELATED SERVICES PROVIDED TO CUSTOMER (EVEN IF CODSEC OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).
Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to the Customer. In such jurisdictions, liability is limited to the fullest extent permitted by law.
10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CODSEC’S AND ITS RELATED PARTIES’ TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUND DUE OR PAID BY THE CUSTOMER TO CODSEC DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION.
10.5 The Customer agrees that unless legally prohibited, any claim or cause of action it may have arising out of or related to use of the Service or otherwise under these Terms must be filed within two (2) years after such claim or cause of action arose or the Customer hereby agrees to be forever barred from bringing such claims.
10.6 These Terms shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
11. Term and Termination
Unless otherwise stated in the Purchase Order or any other ordering document this Agreement will be in effect as of the Effective Date and shall continue for a period of 12 months, and shall thereafter automatically renew for additional 12-month periods unless either party provides the other with notice of non-renewal at least 30 days prior to the next renewal date (the “Term”). In addition, either party may terminate this Agreement with immediate effect in the event of material breach by the other party, if such material breach has not been cured (if capable of cure) within 14 days of receipt of notice by the breaching party from the non-breaching party. In the event of termination by the Customer due to a material breach by CodSec which has not been cured, CodSec shall refund the Customer a pro-rated fee for the unused subscription term. Upon the expiration or termination of this Agreement, Customer will make no further use of the Service. Sections 4, 5, 8, 10 and 12 shall survive the expiration or termination of this Agreement for any reason. The expiration or termination of this Agreement shall not relieve either party hereto of any obligation to pay any amount due prior to the date of expiration or termination and shall not affect any other rights or liabilities of the parties which may have accrued prior to the date of expiration or termination.
12. Miscellaneous
12.1 No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of these Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
12.2 If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from these Terms.
12.3 CodSec may freely assign its rights and responsibilities hereunder without notice to the Customer. These Terms are not assignable, transferable or sublicensable by the Customer except with CodSec’s prior written consent.
12.4 These Terms constitute the entire understanding between the Customer and CodSec, and revoke and supersede all prior agreements between the parties, and are intended as a final expression of the parties' agreement.
12.5 Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
12.6 This Agreement may only be amended by a written instrument signed by the authorized representatives of both parties.
12.7 All disputes arising out of this Agreement will be subject to the governing law of the State of Israel, and the exclusive jurisdiction of the competent courts located in the city of Tel Aviv, Israel, shall have sole jurisdiction with respect to any matter arising out of this Agreement or the relationship between Company and the Customer.
The parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit either party from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
12.8 Notices and all other communications provided for in these Terms shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email sales@codsec.io if to CodSec, and the email provided by the Customer below as if to the Customer), provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Purchase Order or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email - upon receipt of confirmation as set forth above; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.