BY INSTALLING, ACCESSING AND/OR USING THE SILVERFORT AUTHENTICATION PLATFORM SOFTWARE (“SOFTWARE”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE“) ARE ENTERING INTO A LEGAL AGREEMENT WITH SILVERFORT INC. OR SILVERFORT LTD. ( “SILVERFORT”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT“). SILVERFORT AND LICENSEE MAY EACH BE INDIVIDUALLY REFERRED TO HEREIN AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”. IF YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH SILVERFORT IN CONNECTION WITH THE ACCESS OR USE OF THE SOFTWARE THEN THIS AGREEMENT SHALL NOT APPLY,.
IF YOU HAVE PURCHASED THE LICENSE GRANTED HEREUNDER FROM A PARTNER, RESELLER OR DISTRIBUTOR AUTHORIZED BY SILVERFORT (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THIS AGREEMENT AND THE AGREEMENT ENTERED BETWEEN YOU AND THE RESPECTIVE PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER ORDER FORM”), THEN, AS BETWEEN YOU AND SILVERFORT, THIS AGREEMENT SHALL PREVAIL. ANY RIGHTS GRANTED TO YOU IN SUCH PARTNER ORDER FORM WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN CONNECTION WITH SUCH PARTNER. IN THAT CASE, YOU MUST SEEK REDRESS OR REALIZATION OR ENFORCEMENT OF SUCH RIGHTS SOLELY WITH SUCH PARTNER AND NOT SILVERFORT.
1.1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means owning 50% or more of the voting securities of such entity or the ability to direct managerial decisions or board decisions of such entity.
1.2. “Anonymous Information” means any information about the use or operation of the Software (including, but not limited to, aggregated analytics information, such as the overall number of users of the Software) collected or otherwise obtained by Silverfort which does not enable identification of the Licensee or any of its users and does not contain any identifiable information (such as user names, service names or network addresses) from Licensee’s network. For the avoidance of doubt, Anonymous Information does not include Licensee Data.
1.3. “Documentation” means any material that Silverfort provides or makes available (including online) to Licensee which contains instructions on how to utilize the Software.
1.4. “End User Order Form” means, as applicable, any written or electronic order form (i) issued by Silverfort and agreed to by Licensee or (ii) issued by Licensee pursuant to a Proposal made by Silverfort to Licensee, each for the provision by Silverfort of a license to use the Software and/or the Support Services to Licensee.
1.5. “Licensee Data” means any data or data logs containing identifiable information regarding activity of Licensee’s individual users (such as user names, service names or network addresses) of the Software. For the avoidance of doubt, Licensee Data does not include Anonymous Information.
1.6. “Order Form” means either a Partner Order Form or an End User Order Form, as applicable.
1.7. “Protected and Monitored User Accounts” means the user accounts, as well as service accounts, which are audited, analyzed and/or secured by the Software.
1.8. “Proposal” means any written or electronic price proposal, made by Silverfort to Licensee, setting forth the scope and price of the license to use the Software and/or the provision of the Support Services, as applicable.
1.9. “Support Services” means any support services provided by Silverfort to Licensee relating to the Software as set forth in the applicable Order Form.
1.10. “Software Updates” means any updates, upgrades, modifications, improvements, enhancements, new versions, new releases and corrections to the Software and any derivative works based on the Software, including, in each case, any error corrections, patches and bug fixes.
2.1. Software License. Subject to the terms and conditions of this Agreement, Silverfort hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, revocable license, for the duration of the Term (as defined below), to use the Software solely in object code format and solely for internal business security purposes (the “License”). The License shall be limited to the maximum number of Protected and Monitored User Accounts specified in the Order Form , which may be assigned to members of either Licensee or Licensee’s majority owned Affiliates.
2.2. Documentation. During the Term, Licensee (and , if relevant, its Affiliates) may use the Documentation solely for Licensee’s internal business security purposes and solely in connection with Licensee’s use of the Software.
2.3. Reservation of Rights. Other than the limited rights explicitly granted under this Agreement, Licensee shall have no other rights, express or implied, in the Software and all such rights are reserved by Silverfort.
2.4 Use Restrictions. Licensee shall not, directly or indirectly: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software, or any part thereof, or allow any third party to use the Software, or any part thereof, in any manner; (ii) install the Software, or any part thereof, on a server not owned by, and in the control and possession of Licensee or its Affiliates; (iii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Software’s source code, or any part thereof; (iv) copy, modify, revise, enhance or alter the Software, or any part thereof; (v) make the Software, or any part thereof, accessible to other users or the public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software, or any part thereof, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Software, or any part thereof; (vii) interfere or attempt to interfere with the integrity or proper working of the Software, or any part thereof; (viii) remove, alter or obscure any proprietary notice displayed on or via the Software, or any part thereof; (ix) use the Software, or any part thereof, to violate any applicable laws; (x) represent that it possesses any proprietary interest in the Software, or any part thereof; (xi) publish or disclose to any third party any reviews, testing information or the results of any benchmark test of the Software, or any part thereof, without Silverfort’s express prior written consent; (xii) attempt to circumvent or otherwise bypass the maximum number of Protected and Monitored User Accounts set forth in the Order Form; and/or (xiii) solicit, encourage, permit, allow or assist any person to do any of the foregoing.
2.5. Open Source Licenses. The Software includes certain open source code software and materials that are subject to their respective open source licenses. A list of any third-party open source software and related open source licenses is available Silverfort’s online customer portal.
2.6. Software Updates. Unless otherwise specified in an Order Form, during the Term, from time to time, Silverfort may, in its sole discretion, deliver Software Updates to Licensee. From time to time, Silverfort shall update the Documentation to reflect any Software Updates and shall make such updated Documentation available to Licensee.
2.7. Support Services. Subject to the terms and conditions of this Agreement, Silverfort shall provide the Support Services if and as provided in any Order Form for the duration of the Term.
3. Licensee Data and Analytics Information.
3.1. As Silverfort operates the Software, it may monitor Licensee Data in order to detect and prevent cyber threats. Licensee is the exclusive owner of all Licensee Data. To the extent that Licensee Data is made available to Silverfort, during the Term, Licensee hereby grants Silverfort a non-exclusive, irrevocable, non-sublicensable, royalty-free, fully paid-up right and license to use such Licensee Data to perform Silverfort’s obligations under this Agreement and any Order Form.
3.2. Licensee represents and warrants to Silverfort that, to the extent Licensee Data includes any personally identifiable information or personal data (each as defined in applicable data privacy laws) (“Personal Data”), Licensee has the appropriate legal bases, required consents or permits and has acted in compliance with all applicable privacy laws and regulations (including, but not limited to, the Regulation (EU) 2016/679 (General Data Protection Regulation) (“GDPR”)), as to allow Silverfort to receive (including transfers outside of the European Economic Area), process and use such Licensee Data solely in order to perform Silverfort’s obligations under this Agreement and any Order Form. To the extent that Licensee needs a data processing agreement, Licensee shall request Silverfort’s Data Processing Agreement (“DPA”) and return it duly signed to Silverfort.
3.3. In the event Licensee (i) fails to comply with any applicable data privacy law or regulation (including the GDPR), (ii) fails to comply with any provision of the DPA and/or (iii) fails to sign the DPA and return an executed version of the DPA to Silverfort, then: (a) to the maximum extent permitted by law, Licensee shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of Personal Data by Silverfort or any of Silverfort’s affiliates or subsidiaries (including, without limitation, Silverfort’s employees, officers, directors, subcontractors and agents), and the consequences of any of the foregoing; (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of Personal Data, Licensee shall defend, hold harmless and indemnify Silverfort and Silverfort’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees; and (c) the limitation of Licensee’s liability under Section 10 below shall not apply with respect to paragraphs (a) and (b) above.
4. Usage Reporting and Audit.
Subject to the terms of the Order Form, if applicable and requested by Silverfort, Licensee shall report to Silverfort, the maximum number of Protected and Monitored User Accounts which utilize the Software in order to verify that Licensee’s usage of the Software is in accordance with the terms of the Order Form. Silverfort may, from time to time, audit Licensee’s compliance with this Agreement (including the limitations on the number of Protected and Monitored User Accounts under Section 2.1), and Licensee will modify its actions in order to fully comply with this Agreement as may be reasonably required by Silverfort.
5. Payments. The licenses granted hereunder and the provision of Support Services, to the extent applicable, are subject to the full payment of the applicable fees as set forth in the Order Form.
6. Title & Ownership.
6.1. Software. The Software is not for sale and is and shall remain Silverfort’s exclusive property. All right, title, and interest in and to the Software, including any intellectual property rights therein, and any and all improvements and derivative works thereof are and shall remain, as between the Parties, owned exclusively by Silverfort. To the extent that Licensee acquires any right, title or interest in or to any Software, Licensee hereby irrevocably and perpetually assigns to Silverfort all such right, title and interest. Nothing herein constitutes a waiver of Silverfort’s intellectual property rights under any applicable laws.
6.2. Feedback. If Silverfort receives any feedback (including, but not limited to, questions, comments and suggestions) regarding any of its Support Services and/or products (including the Software) (collectively, “Feedback”), all Feedback, including all intellectual property rights therein, shall be owned exclusively by Silverfort and shall be considered Silverfort’s Confidential Information. Licensee hereby irrevocably and perpetually assigns to Silverfort all Feedback and all intellectual property rights therein and Licensee hereby waives any and all moral rights that Licensee may have in such Feedback.
6.3. Any Anonymous Information, which is derived from the use of the Services is owned by Silverfort and may be used, among others, for providing the Service, for development, and/or for statistical purposes.
7.1. A Party (the “Disclosing Party”) may from time to time during the Term disclose to the other Party (the “Receiving Party”) certain confidential, proprietary or other non-public information, including technical, marketing, financial, employee and planning (“Confidential Information”). Regardless of whether Confidential Information is identified by the Disclosing Party as confidential, any information that the Receiving Party knew, or reasonably should have known under the circumstances, was considered confidential or proprietary by the Disclosing Party shall be considered Confidential Information of the Disclosing Party. For clarity, any information regarding the operation or functionality of the Software shall be deemed Silverfort’s Confidential Information.
7.2. The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement or the Order Form, and shall disclose the Confidential Information of the Disclosing Party only to such employees or contractors of the Receiving Party who have a need to know such Confidential Information (each an “Authorized Recipient”) for purposes of this Agreement or the Order Form and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. Without limiting the foregoing, the Receiving Party is liable hereunder for any disclosure by an Authorized Recipient that is not in conformance with this Agreement. For clarity, Silverfort may use Licensee’s Confidential Information in order to comply with obligations under the Agreement as well as administering and operating its services. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same or a similar manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, and in any event with no less than reasonable care.
7.3. The Receiving Party’s obligations under this Section 7, with respect to any Confidential Information of the Disclosing Party, shall not apply when the Receiving Party can document that such information: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality obligations or restrictions; (iii) is, or through no fault of the Receiving Party has become, generally available to the public; or (iv) was independently developed by the Receiving Party without reference to, or use of, the Disclosing Party’s Confidential Information. The Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and sole expense, in any lawful action to contest or limit the scope of such required disclosure.
7.4. For the purposes of this Section 7 and Section 10, Confidential Information shall not be deemed to include information which is considered “personal data” or “personally identifiable information” under privacy laws.
8. Limited Warranty; Disclaimers.
8.1. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
8.2. Licensee represents and warrants that it owns or has obtained the necessary rights, permissions and/or waivers, to install, use and/or access the Software on the server on which the Software is or will be installed and in order to monitor and inspect the server.
8.3 Licensee acknowledges that Silverfort may, but not obligated to cooperate and/or partner with other entities for the purpose of integration with and/or connection between the Software and such third party products/services (“Third Party Products”). Licensee agrees and acknowledges that Silverfort has no control over such Third Party Products and that Silverfort does not assume any responsibility for such Third Party Products. Silverfort expressly disclaims all warranties regarding, the accuracy, appropriateness, usefulness, safety, infringement, or intellectual property rights of, or relating to, such Third Party Products. Licensee is solely responsible and liable for its interaction with such Third Party Products and hereby waives any claim Licensee may have against Silverfort in connection thereto. Licensee understands and acknowledges that the availability of such integration and/or connection with Third Party Products is subject to the continued partnership between such third-party and Silverfort.
8.4. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SILVERFORT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SILVERFORT SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO LICENSEE, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.
9.1. Silverfort agrees to defend, at its expense, any third party action or suit brought against Licensee alleging that the Software, when used as permitted under this Agreement and the Order Form, infringes intellectual property rights of a third party (“IP Infringement Claim”), and Silverfort will pay any damages awarded in a final judgment against the Licensee that are attributable to any such claim, provided that (i) Licensee promptly (and in no less than five (5) business days) notifies Silverfort in writing of such claim; (ii) Licensee grants Silverfort the sole authority to handle the defense or settlement of any such claim, at Silverfort’s sole cost and expense; and (iii) Licensee provides Silverfort with all reasonable information and assistance with respect to such claim. Silverfort shall not be bound by any settlement into which Licensee enters without obtaining Silverfort’s prior written consent.
9.2. If the Software becomes, or in Silverfort’s opinion is likely to become, the subject of an IP Infringement Claim, then Silverfort may, at its sole discretion: (i) procure for Licensee the right to continue using the Software; (ii) replace or modify the Software to avoid the IP Infringement Claim; or (iii) terminate this Agreement upon written notice to Licensee.
9.3. Notwithstanding the foregoing, Silverfort shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Software made by a party other than Silverfort or a party that Silverfort directs to modify the Software; (ii) Licensee’s failure to implement Software Updates provided by Silverfort; (iii) Licensee’s combination of the Software with equipment, devices or software not supplied by or authorized by Silverfort; and (iv) Licensee’s use of the Software that otherwise violates the terms of this Agreement and the Order Form.
9.4. This Section 9 states Silverfort’s entire liability, and Licensee’s exclusive remedy, for IP Infringement Claims.
10. Limitation of Liability.
EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR LICENSEE’S MISAPPROPRIATION OR OTHER VIOLATION OF SILVERFORT’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE SOFTWARE BY LICENSEE IN VIOLATION OF THIS AGREEMENT), TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, BUSINESS, GOODWILL, REPUTATION OR OTHER INTANGIBLE LOSSES, THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE, REGARDLESS OF THE NATURE OF THE CLAIM AND EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EXCEPT FOR SILVERFORT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S RESPECTIVE CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM LICENSEE’S MISAPPROPRIATION OR OTHER VIOLATION OF SILVERFORT’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE SOFTWARE BY LICENSEE IN VIOLATION OF THIS AGREEMENT), TO THE EXTENT PERMITTED BY LAW, EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY ORDER FORM, OR THAT RESULT FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY LICENSEE TO SILVERFORT UNDER THIS AGREEMENT AND ANY ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE A CLAIM IS BROUGHT. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE LIMITATIONS IN THIS SECTION 10 DO NOT APPLY TO PAYMENTS DUE TO SILVERFORT UNDER THIS AGREEMENT AND ANY ORDER FORM AND TO ANY DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR PERSONAL INJURY.
11. Export Laws. Licensee agrees to comply fully with all applicable U.S. and foreign export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
12. Term and Termination.
12.1. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the licenses granted under Sections 2.1 and 2.2 are effective for the duration of the term set forth in the Order Form (the “Term”). For the avoidance of doubt and without derogating from any of Silverfort’s rights under this Agreement, Licensee acknowledges and agrees that the terms of this Agreement (including but not limited to, use restrictions, limited warranty and disclaimers, title and ownership, confidentiality and limitation of liability) shall apply to Licensee and the Parties relationship, as long as Licensee is using the Software, even if the applicable Term has been expired (as set forth in the applicable Order Form) and/or if an Order Form was not issued.
12.2. Cross-Termination. In the event that the Order Form expires or is otherwise terminated, this Agreement shall automatically terminate. In the event that this Agreement expires or is otherwise terminated, the Order Form shall automatically terminate.
12.3. Material Breach. Either Party may terminate this Agreement at any time by giving written notice to the other Party if the other Party is in breach or default of any material provision of this Agreement or the Order Form (including Licensee’s failure to pay to Silverfort any fees due under the Order Form) and, if curable, fails to cure such breach or default, within thirty (30) days after being provided written notice of such breach (specifying details of the breach or default and requiring the same to be remedied) by the non-breaching Party.
12.4. Consequences of Expiration or Termination. Upon expiration or termination of this Agreement pursuant to Sections 12.1, 12.2 and 12.3 above, Licensee will: (i) immediately cease use of the Software; (ii) return the Software and all copies thereof, as well as the Documentation, to Silverfort; (iii) erase or otherwise destroy all copies of the Software in its possession, which is fixed or resident in the memory or hard disks of Licensee’s computers; and (iv) at the Receiving Party’s option, destroy or return to the Disclosing Party any and all of the Disclosing Party’s Confidential Information then in the Receiving Party’s possession.
13. Governing Law.
13.1. American Licensees. If you are domiciled in the Americas or if your corporate headquarters is located in the Americas: (i) this Agreement and the Order Form, and any disputes between you and Silverfort in connection with this Agreement or the Order Form, shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules; and (ii) you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in New York County and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
13.2. Non-American Licensees. If you are not domiciled in the Americas and your corporate headquarters is not located in the Americas: (i) this Agreement and the Order Form, and any disputes between you and Silverfort in connection with this Agreement or the Order Form, shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules; and (ii) you agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
13.3. Injunctive Relief. Notwithstanding anything to the contrary, we may seek injunctive or other equitable relief or other relief necessary to prevent or restrain a breach of this Agreement or the Order Form in any jurisdiction.
This Agreement, including any proposals and any exhibits attached or referred hereto, together with any Order Form constitutes the entire, complete and exclusive statement of the agreement between the Parties pertaining to the subject matter hereof and supersedes and cancels all prior oral and written agreements between the Parties with respect to this subject matter, and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted under this Agreement or the Order Form or to take action against the other Party in the event of any breach under this Agreement or the Order Form shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement or the Order Form is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Software by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement and the Order Form. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email, or five (5) days after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the Party to be notified at such Party’s address first notified in writing to the other Party or as subsequently modified by written notice. Neither Party may assign or otherwise transfer, whether by operation of applicable law or otherwise, its rights or obligations under this Agreement and the Order Form without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement and the Order Form may be assigned or transferred by Silverfort in connection with a merger, consolidation, sale of all of the equity interests of Silverfort, or a sale of all or substantially all of the assets of Silverfort to which this Agreement and the Order Form relates. Any assignment or other transfer of this Agreement or any Order Form in contravention of this Section 14 shall be null and void. This Agreement and the Order Form do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Silverfort shall not be liable for any delay or failure to provide any Support Services under any Order Form resulting from circumstances or causes beyond the reasonable control of Silverfort. Sections 1, 2.3, 3.1, 3.3, 6, 7, 8.4, 10, 11, 12.4, 13 and 14 shall survive the termination or expiration of this Agreement. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
Updated on January 13, 2021.