This License Agreement (this “Agreement”), dated __________ 2023 (the “Effective Date”), is entered into by CyVers.AI Ltd., a company incorporated under the laws of the State of Israel (“CyVers”) and [______], [a company incorporated under the laws of [_____________], with a principal place of business at ______________________ (“Licensee”). Each of CyVers and Licensee may be referred to as a “Party”, and together as the “Parties”.
Background: CyVers provides a software solution for cyber security, the specifications of which are attached as Exhibit A (the “Solution”). Licensee desires to license the Solution pursuant to the terms and conditions of this Agreement. This Agreement governs Licensee’s use of the Solution.
Now Therefore, the parties agree as follows:
- License. Subject to the terms and conditions of this Agreement, CyVers hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Solution solely for its own commercial purposes. No licenses or rights are granted herein by estoppel or by implication. Licensee represents that it has all necessary authority to enter into this Agreement and that the execution of this Agreement and the receipt of the Solution will not conflict with any legal, regulatory or contractual obligations of Licensee.
- Restrictions. Except as set forth expressly herein, Licensee shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Solution or attempt to modify any databases of CyVers; (b) modify the Solution, (c) sublicense, sell, distribute or provide the Solution to any third party, (d) bypass any security measure or access control measure of the Solution, (e) use the Solution to provide services to a third party, including on a service bureau basis or through a timeshare arrangement, or (f) use the Solution for any transaction that violates applicable law. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Licensee shall inform CyVers in writing in each instance prior to engaging in the activities set forth above. Licensee may not use any account, private key or backup generated by the Solution with another Digital Asset security product or service without the prior written consent of Licensee.
- Applicable Law. Licensee hereby warrants and represents that its use of the Solution shall be in compliance with all applicable law, including, without limitation, any sanctions laws.
- Intellectual Property. CyVers has all right, title and interest in the Solution, including all enhancements, improvements, and modifications thereof, including without limitation any modifications, enhancements and customizations made for Licensee pursuant to this Agreement or the exhibits hereof, and all intellectual property rights in all of the foregoing (“CyVers Property”). If Licensee provides CyVers with any feedback regarding the CyVers Property, CyVers may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
- Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. The terms and conditions of this Agreement, including without limitation the specifications attached as Exhibit A and all pricing information herein, and all non-public information in respect of the Solution shall be deemed the Confidential Information of CyVers.
- Payment. In consideration of the Solution, Licensee shall make payment to CyVers as set forth in Exhibit B. The payment may include a free trial period. Except to the extent set forth otherwise in Exhibit B, amounts due hereunder do not include VAT and other taxes, and Licensee shall make payment in respect of such taxes in addition to other amounts due hereunder. Subject to CyVers providing the Licensee with a duly made out exemption from withholding from the Israeli tax authorities, Licensee shall make payment to CyVers without deduction or withholding of any taxes or other government charges. Late payments shall bear interest at the rate of 3% per annum. Except to the extent expressly stated otherwise, all amounts in this Agreement are stated and payable in United States Dollars.
- Warranties; Disclaimer. Each party warrants that it has full corporate power and authority to execute this Agreement and to perform its obligations hereunder; and all corporate action necessary for the authorization, execution, delivery and performance of this Agreement by it have been taken. Cyvers represents and warrants that, to its best knowledge, the Solution does not infringe the intellectual property rights of any third party. Subject to the foregoing, the Solution is provided “as is”. To the maximum extent permitted by applicable law, Cyvers disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
- Support. Cyvers will provide support services in accordance with the details set out in Exhibit C.
10.1. Cyvers Indemnification Obligations. Cyvers shall defend, indemnify and hold Licensee harmless from and against any and all damages, costs, losses, liabilities and expenses (including court costs and reasonable attorneys’ legal fees) which Licensee may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Licensee arising from any claims that the Solution infringes the intellectual property rights of a third party, claims regarding the failure of the Solution to perform in accordance with the requirements of this Agreement, and claims arising from the breach by Cyvers of its obligations under this Agreement. Cyvers shall not have any obligation or liability to the extent any claim is the result of (a) Licensee’s actions, omissions or breach of this Agreement, (b) the modification of the Solution by the Licensee, (c) any infringement claims that result from the combination of the Solution with third party products and services (c) a claim concerning the protocols or source code of any Digital Asset. If the Solution shall be the subject of an indemnifiable claim, or Cyvers reasonably believes that the Solution shall be the subject of an indemnifiable claim, Cyvers may terminate this Agreement with 90 days written notice if modification of the Solution to be non-infringing or compliant with applicable law is not reasonably practical.
10.2. Licensee Indemnification Obligations. Licensee shall defend and indemnify Cyvers (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Cyvers may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the breach by Licensee of (a) its obligations under this Agreement or (b) any applicable law or regulation.
10.3. Procedure. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will always have the option to participate in any matter or litigation through counsel of its own election at its own expense.
- Limitation of Liability. In no event shall Cyvers (or its directors, officers, affiliates, agents, or employees) have any liability for any consequential, indirect, special, or punitive damages, arising out of or relating to the Solution. The entire liability of Cyvers (or its directors, officers, affiliates, agents, or employees) hereunder shall not exceed the total amount Licensee has actually paid to Cyvers in respect of the Solution in the 12 months prior to the applicable claim. Cyvers does not have any responsibility or liability for any account, private key or backup if used within another Digital Asset security product or service.
- Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue in effect for a period of 12 months (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for subsequent terms of 12 months each (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either party shall provide written notice of its intention that the Agreement shall not renew at least 90 days prior to the commencement of the applicable Renewal Term. Either party may terminate this Agreement upon written notice if the other party shall materially breach this Agreement and not cure such breach within 30 days of receipt of written notice thereof from the non-breaching Party. Upon termination or expiration of this Agreement for any reason, Licensee shall cease all use of the Solution, and shall at its expense (including shipping, customs, and insurance) return all hardware provided by Cyvers hereunder (to the extent applicable) to a location indicated by Cyvers in good working condition. Sections 3 – 7, 9 – 14 of this Agreement shall survive any termination or expiration thereof. Neither party shall have liability for the termination of this Agreement in accordance with its terms.
- Publicity. Upon execution of this Agreement, Cyvers may list Licensee as a customer on Cyvers' website. Any further use of Licensee's name and trademarks will require the prior written consent of Licensee.
- Force Majeure. Neither Party will be liable to the other for any delay in performing or inability to perform its obligations under this Agreement caused by acts of God such as fire, storm, epidemic, flood, or earthquake government acts, terrorism, and riots and misconduct outside its control provided the affected party notifies the other party of such delay as soon as commercially practicable and uses commercially reasonable efforts to minimize potential effects of the delay.
- Miscellaneous. This Agreement together with its exhibits constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. In the event of any conflict or inconsistency between the body of this Agreement and any exhibit, the body of this Agreement shall govern except as expressly set forth otherwise in an exhibit that the terms of such exhibit should govern in lieu of the body of this Agreement. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement. Cyvers may assign its rights or obligations under this Agreement to an affiliated company or to a purchaser of all or substantially all Cyvers’ assets or share capital, or to any company succeeding to Cyvers’ business, provided however that Cyvers shall provide Licensee with prompt notice of such assignment and Licensee may terminate this Agreement upon written notice provided to Cyvers within 30 days of Licensee's receipt of such notice. Cyvers may assign its rights or obligations under this Agreement to an affiliated company or to a purchaser of all or substantially all of Cyvers’ assets or share capital, or to any company succeeding to Cyvers’ business. Licensee shall not assign any of its rights or obligations hereunder without Cyvers’ prior written consent. Assignments in violation of the foregoing shall be void. This Agreement shall be governed by the laws of Israel. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to the relevant court in the District of Tel Aviv.
In Witness Whereof the parties have executed this Agreement as of the Effective Date.
Exhibit A – Product Description
Exhibit B – Commercials
Exhibit C – Support
Exhibit A – Product Description
Our Solution is attack-agnostic, and our innovation enables consumers, compliance, fraud, and risk teams to automatically identify and respond to incidents across the entire crypto attack surface.
Our unique value proposition relies on our ability to detect criminal activity BEFORE it happens and to protect crypto assets with actionable intelligence in real-time.
For the DeFi market, we propose an Oracle or a function that the Dapp will implement to detect and protect in real time.
For the CeFi sector, customers can implement an API within their workspace or their custodian’s workspace.
Hereafter is a list covering the essential.
- 24/ Monitoring
- Plug-in Interface
- Alerts via email or Telegram.
Exhibit B: Commercials
- Installation. CyVers shall perform all installation and integration of the SaaS Solution. Licensee must detail to CyVers within 24 hours of completion of the installation of any way the Solution does not operate in accordance with applicable specifications. Following such 24-hour period, the installation shall be deemed completed. If Licensee does provide such detail to Cyvers within such 24-hour period, this process shall repeat.
- Training. End users will receive an introduction training session provided by CyVers.
Please, ask our team to send you an offer for specific use cases.
- Payment terms.
When ordering our protection service.
Exhibit C: Support & Maintenance
- Support. Subject to these terms and conditions hereof and the Agreement, Cyvers or its agents shall use commercially reasonable efforts to diagnose and correct verifiable and reproducible problems (“Errors”) when reported to Cyvers in accordance with the procedures set forth herein. Licensee shall make commercially reasonable efforts to assist Cyvers in reproducing any Error. Licensee will provide Cyvers with access to its personnel and equipment necessary to answer questions regarding Errors.
- Response Times for Software Errors. Cyvers or its agents shall promptly respond to Licensee’s requests for support services during Business Hours and shall provide and implement a solution which restores full functionality of the Solution for the Licensee within the time frame set forth herein. For High Priority Errors Cyvers or its agents shall promptly respond to Licensee’s requests for support services 24 hours a day, 7 days a week.
- With respect to High Priority Errors: such Errors shall be corrected within 24 hours.
“High Priority Errors” means software errors that cause a total system failure impacting some or all users or total failure of a critical functional area; and critically disrupt Licensee’s operations.
- With respect to Medium Priority Errors: such Errors shall be corrected within 2 weeks.
“Medium Priority Errors” means software errors that causes a limited failure of a critical functional area, service is degraded but remains useable, remaining areas are still useable, and moderate to serious impact on the Licensee's business.
- With respect to Low Priority Errors: such Errors shall be corrected within the next release of the Solution, to be provided no more than 8 months from the date of reporting.
“Low Priority Errors” means software errors that cause non-critical failure or degradation of the functionality of the Solution.
Times set forth herein are measured from the time such Error is reported in compliance with this Agreement, during Business Hours (except for High Priority Hours) and do not include any required time for shipments. “Business Hours” means 8am to 8pm in London, England, during business days in London.
- Updates and Upgrades. Cyvers shall provide upgrades and updates of the Solution at least twice each 18-month period.
- On-Site Support. Cyvers shall provide on-site support to the extent requested by Licensee or to the extent that Cyvers reasonably believes that an Error cannot be resolved through remote means. Licensee shall bear the travel, lodging and per diem expenses of all Cyvers employees and contractors provided by Cyvers for on-site support for on-site support requested by Licensee or to resolve errors that are not the fault of Cyvers. Cyvers shall submit proposed expenses prior to incurring such expenses and shall provide Licensee with documentation in respect of all incurred expenses.
- Limitations. Cyvers shall have no obligation to provide services hereunder if the Solution: (i) has been used other than in accordance with this Agreement, Cyvers instructions or applicable documentation; (ii) has been modified, repaired, serviced, maintained or altered by anyone other than Cyvers without Cyvers’ prior written approval; or (iii) has been damaged as a result of the actions or omissions of Licensee Cyvers. Cyvers shall not have responsibility to the extent any hardware or software error is the result of Licensee’s failure to use updates and upgrades of the Solution provided by Cyvers. For the avoidance of doubt, only Cyvers shall install upgrades.
- Licensee Responsibilities. Licensee shall assign at least one and up to four named contact persons that will be permitted to contact Cyvers for support. Licensee’s contact persons should have reasonable knowledge of the Solution and of the underlying technologies.
- Work Environment. Licensee will provide Cyvers’ support personnel with site access, access to appropriate Licensee personnel, a healthy and safe working environment, including light, heat, electrical outlets and ventilation, adequate workspace, and access to telephones with outside lines, as Cyvers may reasonably determine are necessary to perform the support services hereunder.
- Data and Recovery. Licensee will be solely responsible for management of its data back-up, data recovery, and disaster recovery measures. Cyvers and its authorized service representatives will not be responsible or held liable for Licensee’s internal processes, procedures, or requirements to ensure the protection, loss, confidentiality, or security of Licensee data or information.