RADWARE TERMS OF SERVICE

DEFINITIONS. Terms and expressions not otherwise defined in the body of this Agreement will have the following meanings

1. “Agreement” means these Radware Terms of Service, including all schedules and attachments thereto and all amendments to any of the foregoing.

2. “End User”, “you” and “your” means the organizations(s) idenfitied in the Order and who is or are responsible for using and payment for the Services.

3. “Order” means an ordering document for the Services that refers to this Agreement and that is signed by both you and Radware and/or Radware Authorzied Reseller or submitted to Radware online.

4. “Radware”, “” “we” and “us” means the Radware contracting entity which corresponds with End User territory of domicel as specified in Section 10 below.

5. “Services” means, Radware cloud-based BOT Manager Services.

END USER’S USE OF THE SERVICES

(a) Acceptable Use. Except as authorized in these Terms of Service, End Users will not access and/or use the Service for any purpose other than as explicitly set forth herein. End User shall not assign its right to use the Services, in whole or in part, to any affiliate or third party and it shall not, nor permit its End User affiliates, employees, independent contractors, agents or other representatives (collectively, “Representatives”) to, (i) rent, distribute, license, sublicense, lease, assign or transfer the Service; (ii) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of the Service by reverse engineering, disassembly, decompilation, or any other means; (iii) translate, port, modify, or make or create derivative works based on the Service, any Documentation or any portion or component thereof; (iv) upload, deliver or otherwise provide to Radware, or use with the Service, any End User Data (as defined below) or other data or content to which End User does not hold all necessary right, title and interest or which is otherwise prohibited by applicable law; (v) use or permint the use of the Services in violation of any applicable laws, ordinances or regulations or in such a manner that renders or is likely to render Radware to violate any applicable law or regulaiton; (vi) use or permit the use of the Service in connection with any unauthorized access of computer accounts or networks, the storage, transmittal or display of any prohibited content (whether or not constituting End User Data) or the exportation of the Service or any other content (whether or not constituting End User Data) in violation of applicable law; (vii) perform or disclose any benchmarking, availability or performance testing of the Services; (viii) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration tests of the Services; (ix) use a Service in such a manner as to directly or indirectly negatively affect Radware or Radware’s network (including, without limitation, overloading servers on the Radware network or causing portions of the Radware network to be blocked); or (x) utilize or cause the utilization of an excessive amount of Radware’s network resources with excessiveness being determined by Radware in Radware's sole discretion (the “Acceptable Use Policy”). In addition to other rights that Radware may have in this Agreement, Radware has the right to take remedial action if the Acceptable Use Policy is violated by End User, and such remedial action may include removing or disabling access to material that violates the policy as well as notifying the appropriate law-enforcement agencies of the violation. End User agrees to use reasonable efforts to cooperate with Supplier to resolve any Acceptable Use Policy violations.

RADWARE’S DELIVERY OF SERVICE

1. Radware agrees to provide the Service in accordance with the terms of these Radware Terms of Service. The Service will be provided during the Subscription Term set forth in the Order.

2. Radware will provide applicable standard support for the purchased Services in the Order (the “Support”).

RESERVATION OF RIGHTS

1. Radware Rights. As between the parties hereto, (i) nothing herein shall be construed to convey any ownership or right, title or interest to End User or its Representatives in the Service or Support, or any portion thereof, (ii) all Intellectual Property and proprietary rights associated with or contained in the Service and the Support, including any feedback provided by the End User in connection therewith, shall be and remain the sole and exclusive property of Radware, and (iii) Radware shall retain and own all right, title and interest in and to the Aggregate Data.

2. End User’s Rights. End User shall retain and own all right, title and interest in and to the End User Data. For purposes of this Agreement, “End User Data” shall mean any and all data, materials or content uploaded or delivered by or on behalf of End User to Radware in connection with End User’s use of the Service. Solely as may be necessary for Radware to provide the End User with the Service and the Support, End User grants to Radware a non-exclusive, limited, royalty-free and nontransferable license, during the Subscription Term, to copy, host, collect, store, process, index, publish, distribute and otherwise use such End User Data.

3. Aggregate Data. Notwithstanding anything to the contrary herein, End User agrees that Radware may (i) derive, compile and create in the course of its provision of the Service, including its use of End User Data in connection therewith, certain anonymous aggregate and analytical data, which shall not contain any information that is specific to any individual end-user of the Service or reasonably likely to identify such user (“Aggregate Data”) and (ii) use such Aggregate Data for any internal purpose (including the improvement of Radware’s products and services) not prohibited by applicable law.

DATA PRIVACY AND DATA PROTECTION

End User is the Data Controller of Personal Data  to the extent included in any End User Content and Radware is the Data Processor  acting on behalf of End User (the Controller) pursuant to these Radware Terms of Service and as further specified in the applicable Data Processing Profile. Radware and End User will each comply with its respective obligations as Data Processor/Data Controller under applicable Privacy & Data Security Laws and, where applicable, pursuant to the Radware Data Processing Agreement. End User authorizes Radware to engage other Processors for carrying out processing activities on behalf of the End User, including the Sub-procesors as provided in the DPA.

For purposes of this Section 5 and otherwise in these Radware Terms of Service, the following terms shall have the following meanings:

“Data Controller” and “Data Processor” Means as such term or like terms  are defined in the Privacy & Data Security Laws enforceable in the geographic territories where processing occurs, or if not defined in any territory,‘controller’ means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; and ‘processor’ means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller.

“DPA” or “Data Processing Agreement” means Radware’s data processing agreement that forms an integral part of these Radware Terms of Service where required under applicable Privacy & Data Security Laws, available at https://www.radware.com/documents/dpa-customer/.

“Data Processing Profile” means, with respect to the Service, the Data Processing Profile attached as Schedule A to the DPA.

“Personal Data” means personal data about any natural person which may be referred to as “Personal Data” or “personally identifiable information” or “Personal Information” or similar term in the Privacy & Data Security Laws of some countries as such term or like terms is defined in the Privacy & Data Security Laws.

“Privacy & Data Security Laws” means all applicable privacy and data protection laws, rules, regulations, best practices and regulatory guidance relating safeguarding and lawful processing of Personal Data that apply to the Services ordered by the End User, including, if End User resides in an EU member country, the EU General Data Protection Regulation 2016/679 and complementary data protection laws in EU member countries.

DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND END USER’S USE OF THE SERVICE IS AT END USER’S SOLE RISK; AND (II) THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY –NEITHER PARTY AND ITS SUB-CONTRACTORS/PROCESSORS SHALL BE LIABLE TO ANY PERSON, INCLUDING ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS FROM ANY CAUSE WHATSOEVER, LOSS OF INFORMATION, ANY CLAIMS ALLEGING VIOLATIONS OF ANY PRIVACY RIGHT OR ANY PRIVACY & DATA SECURITY LAWS, INTERRUPTION OF BUSINESS AND ANY OTHER DAMAGE OR LOSS ARISING FROM OR IN ANY WAY CONNECTED WITH THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

WITHOUT DEROGATING FROM THE FOREGOING, IN NO EVENT SHALL RADWARE'S AND RADWARE’S SUB-CONTRACTORS’/PROCESSORS’ LIABILITY EXCEED IN AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO RADWARE UNDER THE AFFECTED ORDER FOR THE END USER UNDER THESE TERMS OF SERVICE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 7 AND ELSEWHERE IN THESE TERMS OF SERVICE WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW, BUT NEITHER PARTY WILL EXCLUDE OR LIMIT LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS ACTING IN THE COURSE OF THEIR DUTIES; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (c) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW.

SERVICE TERM; SUSPENSION AND TERMINATION

1. Subscription Term means the fixed term designated in an Order, for a specific End User which may be terminated solely in accordance with these Terms of Services.

2. Radware will have the right to suspend or terminate End User’s access to the Services and/or the Support: (A) immediately upon the breach by the End User of the Acceptable Use Policy; (B) in the event of any activity by or against the End User or any End User protected application that, in Radware’s reasonable and good faith discretion, threatens to jeopardize Radware’s ability to provide the Service to End User and/or to its customers generally; (C) to the extent necessary to comply with any applicable law; (D) if a breach of These Terms of Service has taken or is taking place as determined by Radware; or (E) any breach of the payment terms under End User’s agreement with the Radware Authorized Reseller in connection with the Services.

3. If a Service is suspended under Section 8.2(B), Radware will restore the Service as quickly as reasonable feasible and will extend the Service by the length of the suspension period at the end of the Subscription Term.

4. Radware has the right to terminate the Service or the applicable Order in case the Service remains suspended for 14 days. For the avoidance of doubt, while a Service is suspended, the End User will not be protected by the Service.

CONFIDENTIALITY. Each party shall treat confidentially the terms and conditions of this Agreement, all information relating to the Services and the transactions contemplated under this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall remain the property of the disclosing party and shall be used by the receiving party solely for the purpose of rendering or obtaining Services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of the disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any regulatory authority, or by judicial or administrative process or otherwise by applicable law.

MISCELLANEOUS

1. This Agreement is between You and Radware Inc if Your territory of domicile is North America and Canada and LATAM; and with Radware Ltd for all other territory of domicile of the End User. This Agreement shall be governed and construed in accordance with the substantive laws of, and venue will be located in: (a) Israel if End User is located in Israel; (b) England and Wales if End User is located in EMEA; (c) Singapore if End User is located in APAC; and (d) the state of New York for all other End User locations.

2. If any provision of these Terms of Service is held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

3. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

4. End User shall not assign or otherwise transfer its rights or obligations under these Terms of Service, without obtaining the prior written consent of Radware, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Radware may assign or transfer its rights and obligations under these Terms of Service, without End User’s consent, in connection with the sale of all, or substantially all, of its stock, business or assets to which the Services relate, and will provide notice to End User of such assignment or transfer. These Terms of Service shall be binding upon Radware and End User and their respective successors and permitted assigns.

5. Notwithstanding anything to the contrary, neither Radware nor End User will be deemed in breach of these Terms of Service or otherwise liable or responsible for any event or circumstances beyond its reasonable control (including, without limitation, Internet outages or labor disputes).

6. The provisions of these Terms of Service, which by their nature are continuing, shall continue in full force and effect and shall bind the Parties beyond any termination of these Terms of Service, including the following: Sections 1.1, 2, 4, 5, 6, 7, 9, 10.1.

7. Radware shall have no obligations to provide any notice, including product maintenance communications, if End User does not designate such an email address and, in such case, notice to End User shall not be deemed a condition precedent to any right of Radware under these Terms of Service.

8. These Terms of Service, including all attachments, constitutes the entire agreement and understanding between Radware and You with regard to the Services and supersedes any and all prior agreements, communications, or discussions, oral or written relating to the Services. These Terms of Service may not be amended, modified, or changed, except by a writing signed by both Parties.

9. In the event of any inconsistency between the terms and conditions of these Terms of Service and the terms and conditions of your purchase Order or any other agreement with the Radware Authorized Reseller in connection with the Services, the terms and conditions of these Terms of Service will govern and prevail.