WATERFALL GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND PROVISION OF SERVICES

1. General.These terms and conditions together with the price proposal from Waterfall Security Solutions Ltd. (“Waterfall”) including any appendixes and other document accompanied thereto (the “Price Proposal”), for the sale of certain Products (as defined below) and/or provision of certain services (the “Services”) by Waterfall to the specific customer listed therein (“Customer”), Waterfall’s End User License Agreement (the “EULA”) and Waterfall’s Support Services Terms (“SST”), shall constitute the sole, complete and only terms and conditions which govern the sale of the Products, license of the Software and Product Documentation (as defined in the EULA), and the provisions of Services, as applicable, by Waterfall (the “Waterfall Terms and Conditions”) to Customer. The Waterfall Terms and Conditions shall govern and override any terms provided by Customer in a purchase order, response to a request for proposal/information/quote or any other document, in any format. Any use of the Products or acceptance of Services, as applicable, signifies Customer’s acknowledgment and acceptance of the Waterfall Terms and Conditions, and its agreement to be bound by it. Waterfall reserves the right to revise any of the Waterfall Terms and Conditions at any time and Customer hereby agrees to be bound by such changes as it relates to any Products (including any Software and Product Documentation) purchased or Services performed after the effective date of the change. In case of any inconsistency, the order of precedence shall be as follows: (i) EULA, (ii) these terms and conditions, (iii) SST, (iv) Price Proposal, and (v) any other document incorporated herein by reference.  For purposes of these terms and conditions, the term “Product” means any Waterfall product provided to Customer, including, but not limited to: (i) any and all hardware components and/or Software; (ii) all Product Documentation; and (iii) all Enhancements.  The terms “Software,” “Product Documentation” and “Enhancements” have the meaning ascribed to such terms in the EULA.
2. Specifications. The Products provided by Waterfall to Customer, including the qualities and quantities thereof, shall be as specified in the Price Proposal (the “Specifications”).
3. Delivery. Delivery dates are approximate and are based on prompt receipt by Waterfall of all necessary ordering information from Customer. Waterfall shall not be liable for any damage, liability or cost incurred by Customer due to delay in delivery of the Products or the provision of the Services. Unless specified otherwise in the Price Proposal, the risk of loss in the Products shall pass from Waterfall to Customer upon delivery of the products ex-work. Products delivered to Customer shall remain the property of Waterfall until Customer fulfills its entire payments obligations specified in the Price Proposal and herein.
4. Subscription model. Unless specified otherwise in the Price Proposal, where Customer purchases Products on a subscription basis, the subscription shall run for one (1) year from delivery of such Products (the “Initial Subscription Period”) and shall renew automatically for additional consecutive one (1) year periods (each a “Renewal Period”) unless Waterfall or the Customer provides the other party with at least sixty (60) written notice of non-renewal prior to the end of the Initial Subscription Period or any Renewal Period, as applicable.
5. Support Services. Customer may purchase additional support services from Waterfall in accordance with separate Support Services Terms (the “Support Services”). If Customer purchases the Support Services as identified in the applicable Pricing Proposal, Waterfall shall provide the Support Services in accordance with, and subject to, the Support Services Terms.
6. Force Majeure. Waterfall shall be excused from any delay or non-performance of, in the availability or delivery of, the Products, or the provisions of the Services, and Customer shall have no claim for damage if, and to the extent that, such delay or failure results (directly or indirectly) from fire, explosion, unusually severe weather, acts of god, pandemic (including COVID-19), war, acts of terrorism, civil disturbance, act of any government, de jureor de facto, or agency or official thereof, strike, labor or employment difficulties, freight embargo, material or labor shortage or other supply chain delay, transportation contingencies, default of any other manufacturer or a supplier or subcontractor, or otherwise arisen as a result of reasons beyond Waterfall’s control.
7. Acceptance. Customer shall carefully inspect the Products upon receipt and immediately notify Waterfall in case of any shortage or other discrepancy between the Products and the Specifications (a “Discrepancy Notice”). Products as to which no Discrepancy Notice has been received within thirty (30) days from Customer’s receipt thereof, shall be deemed accepted by Customer and in compliance with the Specifications. For further instructions on returning the non-conforming Products to Waterfall, see below.
8. Price and Payment.
   8.1 Products and/or Services (including Support Services) purchased on a one-time charge basis:
   Unless otherwise specified in the Price Proposal, payments on orders will be due and payable in full thirty (30) days from the invoice date. Products shall be invoiced by Waterfall at the date of shipment. Services (excluding the Support Services) shall be invoiced when Services are rendered. Support Services shall be invoiced in advance and are to be paid in full before the support period starts.
   8.2 Products and/or Services (including Support Services) purchased on a subscription basis:
   Unless otherwise specified in the Price Proposal, Waterfall shall submit an invoice to the Customer for the subscription fees (as set out in the Price Proposal) on or before delivery of such Products and/or Services, and payment will be due and payable in full within thirty (30) days from the invoice date.
   8.3 Interest payable on late payments:
   In addition to any other remedy available to Waterfall under the Waterfall Terms and Conditions and applicable law, in the event Customer fails to pay the invoices set it above when due, Customer hereby agrees to pay a monthly service charge at 1.5% (one and a half percent) of the unpaid invoiced amounts, or, if such rate is prohibited under applicable law, a service charge at such lesser rate of interest as is the maximum rate permitted under such applicable law. Payments shall not be subject to any setoff, withholding, lien or counterclaim by Customer.

9. Taxes. Unless otherwise specified in the Price Proposal, the prices of the Products and Services listed therein are exclusive of any federal, state or local taxes or other administrative or governmental charges, customs and excise duties, VAT, levies and/or any other taxes and payments imposed by any authority, applicable to the sale and/or provision of the Products or Services, whether currently in force or coming into force hereafter (the “Taxes”). All Taxes, when imposed, shall be borne by Customer. An amount equal to the appropriate Taxes will be added to the invoice by Waterfall where Waterfall has the legal obligation to collect or pay such Taxes.
10. Intellectual Property. No intellectual property rights, including without limitation moral rights, patents, trademarks, privacy and publicity rights, trade secrets or other proprietary or personal rights, are transferred to the Customer and all such rights shall remain at all times solely with Waterfall or a third-party owner of such rights, as applicable. Customer shall comply with all the terms and conditions, including the limitations of use, set forth in the EULA. Third-party proprietary and/or intellectual property rights included in the Product are the property of their respective owners and Customer hereby agrees to comply with the terms of license of such third parties.
11. Copyrights. The Products contain material that is protected by applicable patent, copyright, trade secret and other proprietary laws and by international treaty provisions. All copyright or other proprietary notices placed on or contained within the Products shall be maintained, and Customer may not alter, remove, modify, or suppress any such notices. Customer will also ensure that all such proprietary notices and confidentiality legends appear on all allowed copies, if any, of the Product. Please see https://waterfall-security.com/legal/legal-page/ for further information.
12. Warranty.
    12.1. In additional to the Limited Software Warranty provided by Waterfall to Customer in the EULA with respect the Software, Waterfall hereby warrants to Customer that the hardware component of the Products purchased hereunder (the “Hardware”), shall be, upon delivery by Waterfall to Customer at the beginning, substantially free from defects in materials and workmanship under normal use and all operate in accordance with the Specifications with in all material respects (the “Hardware Warranty”) for a period of a one (1) year from the date of delivery to Customer, (the “Warranty Period”). For the avoidance of doubt, where Products are purchased on a subscription basis, the date of delivery is the date that Products were delivered to Customer at the beginning of the Initial Subscription Period, and the date of delivery is only deemed to occur once and is not deemed to recur at the beginning of each Renewal Period (if applicable). WATERFALL DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
    12.2. This Hardware Warranty is only for the benefit of the Customer and is not transferable. No other person may act on behalf of Customer for the purpose of claiming or exercising any rights or benefits under or in connection with this limited Hardware Warranty.
    12.3. If during the Warranty Period, the Hardware does not comply with this limited Warranty, Customer must promptly notify Waterfall (“Defected Product Notice”) of the defective Product. FAILURE TO GIVE TIMELY NOTICE OF A CLAIMED DEFECTED PRODUCT UNDER THIS WARRANTY SHALL RESULT IN CUSTOMER’S WAIVER OF SUCH CLAIM. For submitting a claim under the Hardware Warranty email us at: warranty@waterfall-security.com.
    12.4. Waterfall’s entire liability and Customer’s sole and exclusive remedy under this Hardware Warranty shall be, at Waterfall’s sole discretion, either: (i) repair or replacement of the Product or media that does not meet this Hardware Warranty, or (ii) refund to the Customer the price paid to Waterfall for the Product identified in the Defected Product Notice. For clarity, only a single refund shall be provided under both the Hardware Warranty herein and the Limited Software Warranty under the EULA. In the event Waterfall replaces a defective Product, the replacement/repaired Product will be covered under the Hardware Warranty for the remainder of the original Warranty Period of the defective Product, while the defected Product, or any Product for which Waterfall has refunded the purchase price, shall become property of Waterfall.
    12.5. Notwithstanding anything to the contrary herein, this Warranty shall not apply to any defects attributable to: (i) ordinary wear and tear, (ii) misuse, abuse or neglect, (iii) improper installation or maintenance, (iv) improper use of the Product, including not in accordance with any of Waterfall Terms and Conditions (including the Product Documentation), or any applicable law, (v) use of the Product not for its intended purpose, (vi) use of the Product together with other third party products or systems, (vii) use of the Product which results in conditions exceeding the design tolerance of the Product, (viii) modifications, alterations or repairs not expressly authorized, in writing, by Waterfall, (iv) severe weather conditions or acts of nature, including but not limited to lightning or floods; (x) power surges or (xi) accidental damages.
    12.6. Disclaimer of Warranty. EXCEPT FOR THE LIMITED SOFTWARE WARRANTY IN THE EULA AND THE HARDWARE WARRANTY, WATERFALL GRANTS NO OTHER WARRANTY TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE PRODUCT AND SERVICES, EITHER EXPRESS IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WATERFALL DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. EXCEPT AS PROVIDED HEREIN, THE PRODUCT IS PROVIDED “AS IS” AND WITH ALL FAULTS.
13. Limitation of Liability. WATERFALL SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, MULTIPLE OR INDIRECT OR OTHER SIMILAR DAMAGES SUFFERED BY CUSTOMER, OR ANY PERSON CLAIMING THROUGH CUSTOMER ARISING OUT OF OR RELATING TO WATRFALL TERMS AND CONDITIONS OR THE PRODUCT OR SERVICES (INCLUDING DAMAGES FOR LOSS OF PROFIT, LOST REVENUE, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, LOSS OF CUSTOMERS AND CONTRACTS, LOSS OF GOODWILL, THE COST OF PROCURING REPLACEMENT GOODS OR SERVICES, AND REPUTATIONAL DAMAGE), EVEN IF CUSTOMER HAS ADVISED WATERFALL OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY). WITHOUT LIMITING THE FOREGOING, THE LIABILITY OF WATERFALL ARISING UNDER OR RELATING TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, SHALL BE LIMITED TO RECOVERY OF DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT OR THE SERVICES GIVING RISE TO SUCH CLAIM. The limited warranty, limited liability and exclusive remedies provisions set forth herein are fundamental elements of the Waterfall Terms and Conditions, and Customer accepts and confirms that Waterfall would not be able to provide the Product on an economic basis without such limitations.
14. Indemnification. Customer shall indemnify and hold harmless Waterfall and its officers, directors, employees, representatives and agents, from and against any and all liabilities, losses, damages or expenses of every kind or nature whatsoever (including costs and fees of attorneys and other expert advisors), and shall defend the foregoing (at Customer’s sole cost and expense) from and against all third party claims arising directly or indirectly from, as a result of, or in connection with (i) Customer’s use of the Product; and (ii) Customer’s failure to perform any of its obligations under any of the Waterfall Terms and Conditions.
15. Orders Submitted Through Reseller. If Customer’s purchase of the Products and/or Services is made through a reseller, then sections 3 (Delivery), 4 (Subscription Model), 7 (Acceptance), 8 (Price and Payment), 9 (Taxes) and 22 (Termination) do not apply and all credit, invoicing, payment, ordering, pricing and cancellation terms for the purchase will be as agreed between Customer and the reseller.
16. Compliance with Laws. Customer shall comply with all applicable laws, governmental rules, regulations and codes related to the use, possession, storage and access to the Product. Without limiting the foregoing: (i) Customer shall be responsible for obtaining and maintaining all necessary governmental registrations, permits or approvals as required for the purchasing and/or importing and/or storage and/or using of the Products and the fulfilling of its obligations hereunder; and (ii) Customer agrees that it will not directly or indirectly participate in any act that constitutes a violation of the United States Foreign Corrupt Practices Act, the “FCPA, the UK Bribery Act and all other applicable national and local laws and regulations relating to anti-corruption, including both the anti-bribery and accounting provisions of the FCPA (collectively, the “Bribery Laws”). Customer represents and warrants that each and every act, practice and transaction pursuant to or in furtherance of the Waterfall Terms and Conditions by Customer and each of its employees and other representatives has been and shall be in full compliance with the Bribery Laws. 
17. Export. Customer acknowledges that the Product may be subject to export control laws applicable to Customer or in its jurisdiction, including, without limitation, the United States and Israel. Customer understands and acknowledges that upon entry of the Product into the United States, it becomes subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all of Customer’s obligations with respect to the Product shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations (“EAR”) issued by the Department of Commerce, International Trade Administration, and Bureau of Export Administration.  Customer represents and warrants that it will comply in all respects with the export and reexport restrictions applicable to the Product and will otherwise comply with all laws and regulations in effect from time to time applicable to Customer and/or the Product. Customer represents and warrants that it is not: (i) located in, under the control of, or a national or resident of (a) Cuba, North Korea, Iran, Syria or the Crimea, Donetsk, and Luhansk Regions of Ukraine, or (b) any other country or region which is subject to embargo or other sanctions of the United States or Israel which may apply to Customer, Customer’s region or jurisdiction, or the Product, or (ii) on the U.S Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.  
18. Severability. If any term or provision of these is unenforceable or invalid, these terms shall be ineffective only to the extent of such provisions, and the enforceability or validity of the remaining provisions of these terms shall not be affected thereby, unless the ineffectiveness of such term or provision materially undermines the purpose and intent of the parties hereto, in which case these terms shall be null and void.
19. No Third-Party Rights. Nothing in these terms, express or implied, shall create any third-party beneficiary rights nor entitle any person to enforce any provision of the Agreement under the Contracts (Rights of Third Parties) Act of 1999, and nothing in this Agreement shall confer upon any person or entity, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities, except as expressly provided herein.
20. Assignment. Customer shall not assign or transfer any rights or obligation under any of these Waterfall Terms and Conditions, without the prior written consent of Waterfall. Any attempted assignment or transfer in violation of this section will be deemed void. Waterfall shall have the right to assign its rights and obligations under the Waterfall Terms and Conditions to any of its affiliates, or in the scope of a sale of all or substantially all of Waterfall’s assets or shares, carve-out transaction, merger (including a reverse merger), amalgamation or any other any other similar transaction.
21. Confidentiality. Customer shall keep in strict confidence and shall not disclose or use in an unauthorized manner, the Waterfall Terms and Conditions or any other information, in any form whatsoever, provided to it in connection of the purchase of the Products and/or the provision of Services, related to Waterfall, its products, services, price lists, know-how, technology and any other intellectual property rights it may have, provided that such information is not part of the public domain and that it has not become part of the public domain due to breach of Customer’s confidentiality obligations set forth herein.
22. Termination. Each party may at any time by notice in writing terminate the transaction contemplated hereunder without compensation to the other party in any of the following events: (i) if the other party ceases to function as a going concern or makes an assignment for the benefit of creditors; at the commencement of a liquidation, dissolution, bankruptcy, winding up (or any similar proceedings under applicable law), either voluntary or non-voluntary; or (ii) any material breach by the other party of its obligations under any of the Waterfall Terms and Conditions, which is not remedied by the other party within fourteen (14) days of such party’s prior notice to the other party. Where Customer purchased Products on a subscription basis, these Terms and Conditions shall terminate automatically upon termination or expiry of the Initial Subscription Period or any Renewal Period, as applicable. In case of a purchase of subscription-based Hardware, within thirty (30) days of termination of the Initial Subscription Period, or any Renewal Period, as applicable, Customer shall return the Hardware in an unharmed and full operating condition to Waterfall. If, for any reason, the Hardware had not been returned to Waterfall as specified above, Customer shall pay Waterfall the list price for such Hardware and any shipping costs incurred by Waterfall. Such payment shall not derogate from any other rights or remedies available to Waterfall under any applicable law or regulation. Notwithstanding the foregoing, Sections: 10 (Intellectual Property), 11 (Copyrights), 12.6 (Disclaimer of Warranty), 13 (Limitation of Liability), 14 (Indemnification) and 23 (Disputes, Applicable Law, Jurisdiction and Venue) and any other provision which by its nature is intended to survive termination or expiration of these terms, will survive the termination or expiration of these terms.
23. Disputes; Applicable Law; Jurisdiction and Venue. To the best of their ability the parties hereto shall try to clarify and settle all disputes arising in connection with the transaction contemplated hereunder by mutual discussions and with the intention of reaching a mutual understanding. Should no settlement be reached in such discussions, such disputes shall exclusively be governed by and construed in accordance with the substantive laws in the State of Israel, without regard to its conflict of law rules. The applicable courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over all disputes arising from or relating to this Agreement, and Customer agrees that it will not bring any action in any other court, raise a defense regarding the jurisdiction of these courts, and will not attempt to remove any action from these courts. Additionally, in the event of any contradiction between the provisions of the Waterfall Terms and Conditions and the Uniform Computer Information Transactions Act, the Sale (International Sale of Goods) Law 5760 – 1999 or the regulations of the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980), the provisions of the Waterfall Terms and Conditions shall prevail.