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TERMS OF SERVICE

Copyright

The information on this web site is protected by copyright. Except as specifically permitted, no portion of this web site may be distributed or reproduced by any means, or in any form, without the prior written permission of Access Layers.

Copyright Notice

© Access Layers, 33 Ben Gurion St. Hertzlia ISRAEL 46785. All rights reserved. Other brands and products appearing on this site are trademarks of their respective holder(s).

Use Of Web Site Information

Except as otherwise indicated on this site, you may view, print, copy, and distribute documents on this site subject to the following terms and conditions:
The document may be used solely for informational, personal, noncommercial purposes; Any copy of the document or portion thereof must include all copyright and proprietary notices in the same form and manner as on the original; The document may not be modified in any way; and Access Layers reserves the right to revoke such authorization at any time, and any such use shall be discontinued immediately upon notice from Access Layers. Documents specified above do not include the layout or design of this web site. Elements of this site are protected by trade dress or other laws and may not be imitated or reproduced in whole or in part. Documents specified above do not include logos, graphics, sounds or images on this web site, which may be reproduced or distributed only when expressly permitted by Access Layers.

Warranties and disclaimers; liability limitations

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND ACCESS LAYERS, ALL INFORMATION AND SOFTWARE ON THIS WEB SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ON-INFRINGEMENT. ACCESS LAYERS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION OR SOFTWARE OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS WEB SITE. IN NO EVENT SHALL ACCESS LAYERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED, (2) COSTS OF REPLACEMENT GOODS, (3) LOSS OF USE, DATA OR PROFITS, (4) DELAYS OR BUSINESS INTERRUPTIONS, (5) AND ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION) WHETHER OR NOT ACCESS LAYERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES/PROVINCES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WEB SITE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. HOWEVER, ACCESS LAYERS MAKES NO COMMITMENT TO UPDATE MATERIALS ON THIS SITE.

Products and services availability

This web site can be accessed from countries around the world and may contain references to Access Layers services, programs, and products that have not been announced in your country. These references do not imply that Access Layers intends to announce such services, programs, or products in your country.

Submissions

Access Layers does not want to receive confidential or proprietary information through its web site. You grant Access Layers an unrestricted, irrevocable license to display, use, modify, perform, reproduce, transmit, and distribute any information you send Access Layers, for any and all commercial and noncommercial purposes.
You also agree that Access Layers is free to use any ideas, concepts, or techniques that you send Access Layers for any purpose, including, but not limited to, developing, manufacturing, and marketing products that incorporate such ideas, concepts, or techniques. Access Layers may, but is not obligated to, review or monitor areas on its site where users may transmit or post communications, including bulletin boards, chat rooms, user forums and blogging systems. Access Layers is not responsible for the accuracy of any information, data, opinions, advice, or statements transmitted or posted on bulletin boards, chat rooms, user forums and blogging systems. You are prohibited from posting or transmitting to or from this web site any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. However, if such communications do occur, Access Layers will have no liability related to the content of any such communications.

Linking to accesslayers.com

Access Layers permits anyone to link to accesslayers.com subject to the linker’s compliance with the following terms and conditions: A site that links to accesslayers.com: May link to, but not replicate, content contained in the accesslayers.com; Must not create a border environment or browser around content contained in the accesslayers.com; Must not present misleading or false information about the accesslayers.com services or products; Must not misrepresent accesslayers.com’s relationship with the linker; Must not imply that Access Layers is endorsing or sponsoring the linker or the linker’s services or products; Must not use the accesslayers.com’s logos or trade dress without prior written permission from Access Layers; Must not contain content that could be construed as obscene, libelous, defamatory, pornographic, or inappropriate for all ages; Must not contain materials that would violate any laws; Must agree that the link may be removed at any time upon Access Layers’s request pursuant to Access Layers’s reserved rights to rescind its consent to allow the link.

Third-party web sites

accesslayers.com provides links to third-party web sites, which are not under the control of Access Layers. Access Layers makes no representations about third-party web sites. When you access a non-Access Layers web site, you do so at your own risk. Access Layers is not responsible for the reliability of any data, opinions, advice, or statements made on third-party sites. Access Layers provides these links merely as a convenience. The inclusion of such links does not imply that Access Layers endorses, recommends, or accepts any responsibility for the content of such sites.

Third-party products and services

Access Layers web site contains mention of third-party products and services for informational purposes. Access Layers makes no recommendations or endorsements about third-party products and services. References to third-party services and products are provided by Access Layers “as is”, without warranty of any kind, either express or implied.

Governing law and jurisdiction

You agree that all matters relating to your access to, or use of, this web site shall be governed by the laws of the Province of Tel Aviv, Israel. Access Layers makes no representation that information on this web site are appropriate or available for use in all countries, and prohibits accessing materials from territories where contents are illegal. Those who access this site do so on their own initiative and are responsible for compliance with all applicable laws.

SERVICE LEVEL AGREEMENT

LEGAL NOTICE:

Copyright © 2020 Access Layers US, Inc. (dba Portnox)

All rights reserved. Proprietary and confidential material.

Introduction

This document outlines the service levels Access Layers (dba Portnox) includes under the different Portnox CLEAR subscription plans. All terms and conditions specified below are subject to the subscription plan of the customer and to the subscription agreement.

Customer Obligations:

Portnox’s obligation to provide the service support is conditioned upon the following:

  1. If the reported problem is not related to the Service or related Software and its operation and is reasonably and in good faith determined to be a result of hardware and/or other system or application software conflicts, Portnox reserves the right to charge additional support fees, including but not limited to travel and expenses to diagnose the problem.
  2. Customer must have either internal or 3rd-party support of the hardware, operating systems, firewalls, proxy servers, database, and any relevant and related infrastructure so as to allow the Service or related Software to be used.
  3. Customer will (a) maintain the Service-Related Software’s installation site in accordance with the applicable specifications for the Service-Related Software; and (b) maintain the operating environment for the Service-Related Software in good working order and in accordance with the applicable end-user documentation for the Service-Related Software.
  4. The customer will provide Portnox with such reasonable cooperation, assistance, and information as is reasonably requested in connection with this SLA, including, but not limited to, Service-Related Software log files.

Portnox Obligations:

Access Layers will use commercially reasonable efforts to respond promptly to all reasonable service requests from Customer or Authorized MSP / Partner regarding the use of the Service according to the relevant service and severity levels and response and resolution times as defined below.

Available Service Levels are as follows:

Service Standard Premium
On-line (Web, Email) trouble tickets Management x x
Access to the support knowledge database x x
Resource center access x x
Trouble ticket response time Business Hours 24x7x4
Direct phone access to support engineers x
Priority trouble ticket processing x
Unplanned service disruption notifications x x
Planned service updates notifications x x
Dedicated Technical Account Manager TBD

Severity Levels:

Severity Level Description
Level 1

Critical Business Impact: Customer’s production use of Portnox service/products is stopped or so severely impacted that the customer cannot reasonably work or business is severely impacted:

Severity Level 1 problems could have the following characteristics:

· Portnox service is down and no local bypass is configured or working properly

· Critical Portnox service functions are not working

· Portnox is blocking or otherwise impacting critical access and/or functions.

Level 2

Significant Business Impact: Important service/product features are unavailable with no acceptable workaround. Portnox is functioning in a limiting capacity and/or functionality is severely restricted.

Severity Level 2 problems could have the follow characteristics:

· Severely degraded performance

· Service error or issue forcing reboot or recovery

· Key functionality unavailable but system is operational in a restricted fashion

Level 3 Minimal Business Impact: Product feature unavailable but a workaround exists and the majority of functions are still available and useable. Minor feature/function failure that has minor impact on operational functionality.
Severity Level 3 problems could have the following characteristics:· Error message with work around· Minimal performance degradation· Incorrect or unexpected product behavior with minor impact to operation
Level 4 No Business Impact: Minor problem or question that does not affect Portnox function or operation. General questions, documentation issues or enhancement requests. There is no impact to usage or customer’s operation.
Severity Level 4 problems could have the following characteristics:· Minor problems or issues with solution that have no impact on operation· Enhancement request· Product documentation issues

Portnox Targeted Response Times:

Service Type Standard Premium
Severity Level Initial Response Resolution Initial Response Resolution
Level 1 Within 4 Business Hour Continuous work through business hours until workaround is provided or issue is resolved Within 2 Hours Continuous work until workaround is provided or issue is resolved
Level 2 Within 8 Business Hours work according to priority through business hours until workaround is provided or issue is resolved Within 4 Business Hours work according to priority through business hours until workaround is provided or issue is resolved
Level 3 Next Business Day work according to priority through business hours until workaround is provided or version release required Within 8 Business Hours work according to priority through business hours until workaround is provided or version release required
Level 4 Next Business Day work according to priority through business hours until workaround is provided or version release required Next Business Day work according to priority through business hours until workaround is provided or version release required

Company, at its option, reserves the right to refuse to perform such services and/or charge Customer with Company’s then current rates for performing the said services due to: (a) relocation, movement, improper operation, neglect or misuse of any Service/Software Program; (b) Customer’s failure to maintain proper site or environmental conditions; (c) the fault or neglect of Customer or Customer’s agents or employees; (d) any attempt at repair, maintenance or modification of any Service/Software Program performed by anyone other than authorized Company service personnel or third parties; (e) casualty, act of God or the unauthorized act of any third party; (f) failure or interruption of any electrical power, telephone or communication service or like cause; (g) any other cause external to the Service/Software Program except ordinary use; or (h) Customer’s failure to install an Update within sixty (60) days of such Update’s release.

Service Updates

Company will provide and the Customer agrees (i) to install Updates to the Software Program covered under this SLA once made available; and (ii) to install and test recommended Updates in order to resolve outstanding issues (iii) to have updates / new versions delivered without prior approval of the customer.

Customer accepts sole responsibility for any compatibility problems between the Software Program and any other application software or non-current software programs not maintained or supported by Company.

Portnox Clear Service SLA:

For the duration of your Portnox CLEAR Service, the Portnox CLEAR Service will be operational and available to handle device authentication requests 99.9% of the time in any calendar month (“Service SLA”).  If Portnox does not meet the Service SLA, Customer is entitled to receive the Service Credits described below (each a “Service Credit”).  Any Service Credit issued for a particular month will be calculated as a percentage of the Service Fees for such month.  If Portnox fails to meet the minimal Service SLA (<97.5%) for any three months during a twelve-month period, Customer may cancel the Portnox CLEAR Service and receive a prorated refund of any fees paid in advance.  This Portnox Clear Service SLA provision states Customer’s sole and exclusive remedy for any failure by Portnox to meet the Service SLA.

Definitions:

  • “Downtime” means the time in minutes that Customer is unable to access the Portnox CLEAR Service, in all cases due to failure or malfunction of the Portnox CLEAR Service.  Downtime does not include any unavailability of the Portnox CLEAR Service due to Planned Service Updates. Downtime is measured based on server-side errors.
  • “Portnox CLEAR Service” means Portnox Cloud Radius Service. “Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
Service Availability Level Service Credit
99.8%-99.0% 10% of total Services Fees applicable to month in which failure occurred
98.9% - 98.1% 20% of total Services Fees applicable to month in which failure occurred
98.0% - 97.6% 30% of total Services Fees applicable to month in which failure occurred
< 97.5% 50% of total Services Fees applicable to month in which failure occurred

Customer Must Request Service Credit In order to receive any of the Service Credit described above, Customer must notify Portnox Support within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

Maximum Service Credit The aggregate maximum percentage of Service Credits to be accrued by Portnox to Customer for all Downtime that occurs in a single calendar month shall not exceed fifty percent (50%).

Portnox will apply Service Credit value by way of discounts to be applied to future service purchases and/or renewals.

Contacting Support

Our customers who purchased Support via an Authorized Partner can contact their partner support in accordance to their agreement.

In any case where support is not provided by the Authorized Partner or provided in contradiction to the support agreement or provided not to the customer’s satisfaction, customer may contact Portnox support directly in order rectify the service provided by the Authorized Partner.

Customers can contact Portnox using the following methods according to their paid subscription plan and benefits:

Web Support Center: support.portnox.com – Portnox’s Web Support Center is the central place for support services including: support case submission and tracking, knowledge base, recent updates etc. It is the recommended method of contacting support. If you choose to contact support in any other way, our support personnel will guide you through the web site to open a case for better case management and tracking.

Email Support: By sending email to [email protected]

Phone Support (Premium plan, severity 1&2 only): By calling: 855-476-7866 (US), +44-1273-256-325 (UK), +972-9-970-5090 (Other)

SOFTWARE AS A SERVICE (SAAS) AGREEMENT

YOU ACCEPT THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT OR BY SIGNING (ELECTRONICALLY OR MANUALLY) THIS AGREEMENT OR BY USING THE SERVICES, YOU AGREE TOTHE TERMS OF THIS AGREEMENT. IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. THIS AGREEMENT APPLIES UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT IN PLACE EXPRESSLY COVERING THE SERVICES.

1. INTERPRETATION

1.1 In this Agreement, the following definitions shall have the following meanings:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
‟Company” means Access Layers Ltd, (dba Portnox).
‟Customer” ‟You” ‟Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, which may include its Affiliates, as set forth in the applicable Order.
‟Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. .
“Approved Source” means Company or a Company's authorized reseller, distributor or systems integrator.
"Customer Data" shall mean, any and all data, information and/or content that Customer create, edit, post, process, upload, transmit or otherwise provide to Company through the Services, either in the form of source code, text, image, video, link or other, posted on, transmitted through, or linked from the Services, including and without limitation, any information/data of Customer and/or of other third parties, including any personal data related to Customer's clients or users or otherwise.
“Order” means an ordering document between Customer or an Approved Source (as applicable) that identifies the duration, type and quantity of the Services ordered under this Agreement and the associated fees. The terms of an Order will not amend, modify or supersede the terms and conditions of this Agreement.
‟Privacy Policy” means Company's then current privacy policy located at https://www.portnox.com/privacy-policy/ as may be revised from time to time.
“Services” means Company's, (i) online cloud-based software as a service (SaaS), made available to Customer pursuant to the terms of this Agreement; and (ii) the Support Services; and (iii) other related services in connection therewith, as now offered and/or may be offered in the future.
“Services Fees” means, the subscription fees payable by the Customer to the Company for the Services, as set out in Order.
‟Support Services” means any and all maintenance and support services as may be provided by Company to Customer pursuant to Company's standard Service Level Agreement terms, currently available at: https://portnox.box.com/v/clearsla, or any other terms specifically agreed in writing between Customer and Company (‟SLA”).
“We,” “Us” or “Our” means Company and its subsidiaries or Affiliates involved in providing the services.
The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or meaning of the terms and provisions of this Agreement.

2. PROVISION OF SERVICES

2.1 In consideration of the fees paid by Customer under this Agreement or in case of Customer purchased the Services through an Approved Source, subject to the payment of such fees agreed between Customer and such Approved Source, Company agrees to provide Customer access to the Services.

3. GRANT OF RIGHTS; PROHIBITED USE

3.1 Subject to the terms of this Agreement, Company hereby grants to Customer, during the Term (as defined below), solely for the Customer's internal business operations and for non-commercial purpose, and strictly in accordance with the terms and conditions of this Agreement and with any applicable law, a limited, non-commercial, non-perpetual, non-exclusive, non-transferable right to access and use the Services for the subscription period specified under the Order.

3.2 The Customer shall not: (a) attempt to copy, modify, duplicate, imitate, reproduce, create derivative works from, frame, mirror, or download, all or any portion of the Services in any form or media or by any means; and/or (b) attempt to decompile, disassemble, reverse engineer or otherwise attempt to discover any source code from, all or any part of the Services; and/or (c) sell, rent, lease, transfer, assign, distribute, transmit, display, publish, disclose, or otherwise dispose, commercially exploit, or otherwise make the Services available to any third party; and/or (d) access or use all or any part of the Services in order to build or create a product or service which is similar to, or which competes with, the Services; and/or (e) use the Service (or any part thereof) for commercial purposes or in connection with any commercial activity; and/or (f) attempt to obtain, or assist third parties in obtaining, unauthorized access to the Services; and/or (g) abuse the Services in any way and/or use the Services for advertising or solicitation to buy or sell any products and/or for creating, sharing and sending unsolicited commercial messages, bulk email, "junk mail", "spam" or chain letters; and/or (h) create or send any viruses, worms or trojan horses, flood or mail bombs, or engaging in denial of service attacks while using the Services; and/or (i) use or launch any automated system, including without limitation, any "robots", "spiders", or "offline readers", that accesses the Service in a manner that sends to the servers, cloud or other platform on which the Services operates, more request messages in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; and/or (j) use or launch any data mining or any similar data gathering and extraction tools, in connection with the Services (including by using software, scripts or automated agents and bots); and/or (k) use the Services in any manner that damages, disables, overburdens, or impairs the Services, or Company's systems or servers, or the cloud or other platform on which the Services operates, and/or otherwise interferes with any other party's use and enjoyment of the Services, and/or (l) access the Services by any means other than through the interface that is provided by Company for accessing and use of the Services; and/or (m) create, edit, store, post, upload, distribute or transmit, while using the Services, or otherwise make available through the Services, any Customer Data not in compliance with Section 5.2 below; (m) use the Services in any manner that is unlawful or prohibited or in violation of this Agreement and/or any applicable law or regulation; (n) permit any third party to do any of the foregoing.

3.3 Company reserves the right, at its sole discretion without any liability to the Customer, to disable, suspend or terminate Customer’s access to the Services, in the event of any breach by Customer or anyone on its behalf, of the provisions of this Section 3.

3.4 Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, it shall promptly notify Company.

3.5 The rights provided under this Section 3 are granted to Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.

4. REGISTRATION TO SERVICE

4.1 Customer acknowledges that certain functionalities of the Services require registration in order to be able to enjoy such functionalities. Company reserves the right to decide which functionalities require registration or will require registration in the future. The registration process may require Customer to provide information regarding (but not limited to) its first and last name, its e-mail address at work, its phone number, the name of its workplace, the country and size of such workplace (how many employees are employed in such workplace), its role and function at such workplace and/or other information. By performing the registration, Customer represent and warrant that all registration information it submits is accurate and truthful and that it agrees to update and maintain the accuracy of such information. Company reserves the right to disable, suspend or terminate Customer’s access to the Services, if registration information submitted by such Customer seems or proves to be false, inaccurate or incomplete. Registration of more than one account per individual is not permitted and automatic generation of multiplied accounts by individuals or organizations is restricted and may lead to legal action.

5. CUSTOMER DATA

5.1 In respect of Customer Data, both parties acknowledge that Customer is considered to be the “data controller” and Company is considered to be the “data processor”, as such terms are defined in applicable laws, regulations, directives and certifications relating to data protection and privacy (collectively “Data Protection Laws”).

5.2 Customer undertakes and agrees that: (a) its clients have been informed of Company’s use of Customer Data as required by Data Protection Laws; (b) Customer has obtained consents and permits from its clients as required under Data Protection Laws and has displayed, if applicable, a link to Company's Privacy Policy; (c) Customer Data has been and will continue to be collected, processed and transferred by it in accordance with the relevant Data Protection Laws; and (d) any instruction to Company in connection with the processing of Customer Data, has been and will continue to be carried out in accordance with the relevant Data Protection Laws.

5.3 Company undertakes and agrees that: (a) it will process Customer Data in accordance with Data Protection Laws and that Data Protection Laws do not prevent it from fulfilling its obligations in regard to the processing of Customer Data; (b) it has in place appropriate security measures to protect the Customer Data and provide a level of security appropriate to the risk represented by the processing and nature of such Customer Data; (c) it will deal properly with reasonable inquiries from Customer or from the law enforcement authority relating to its processing of the Customer Data and will abide by Customer’s reasonable and lawful instructions with regard to processing of Customer Data; (d) any person or third party acting on behalf of Company, including a data processor, shall be obligated to process the Customer Data only, based upon instructions from Company; (e) it will promptly notify Customer concerning (i) any legally binding request for disclosure of Customer Data (unless otherwise prohibited); (ii) any accidental or unauthorized access or loss of Customer Data; and (iii) any request received directly from any of Customer’s clients without responding to that request; and (f) if Company cannot fulfill any of its undertakings pursuant to this Agreement for whatever reasons, Company shall promptly inform Customer, in which case Customer shall be entitled to immediately suspend the transfer of Customer Data or terminate any specific module or portion of the Services that require provision of Customer Data.

5.4 Each party may disclose the Customer Data only to its employees, agents, subcontractors or data processors that have a “need to know” of such Customer Data in order to perform their respective obligations under this Agreement. The parties will have in place procedures so that any third party it authorizes to have access to Customer Data will respect and maintain the confidentiality and security of the Customer Data.

5.5 Customer will indemnify, defend, and hold Company harmless against any claim, demand, suit or proceeding (including any damages, costs, reasonable attorney’s fees, and settlement amounts) made or brought against Company by a third party alleging that Customer Data received by Company from Customer or processed by Company in accordance with Customer’s instructions, is in breach or violation of Data Protection Laws.

5.6 Customer shall own all rights, title and interest (or it shall otherwise acquire the required license or rights from any applicable third party), in and to all of the Customer Data and shall remain exclusively responsible for and shall evaluate and bear all risks associated with all acts or omissions in connection with the Customer Data that it creates, stores, posts, uploads, transmits while using the Services, or otherwise makes available through the Services. Customer acknowledges, represents and warrants that: (i) Company does not control or monitor, and is not responsible for the Customer Data that Customer makes available through the Services; (ii) Company reserves the right to remove any Customer Data which deems to be in violation with any of the terms set forth herein, at Company's sole discretion, and take any action it deems appropriate; (iii) Company makes no representations or warranties as to the Customer Data, and all express, implied and statutory warranties in connection with the Customer Data, including without limitation with respect to the legality, reliability, authenticity, integrity, accuracy, content, completeness, availability and quality thereof, are all expressly disclaimed to the fullest extent permitted by law. Further, Customer represents and warrants that it will not create, store, post, upload or transmit or otherwise make available through the Services, any Customer Data that: (i) is unlawful, harmful, threatening, defamatory, offensive, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates or relates to illegal activity; (iii) depicts sexually content; (iv) promotes or relates to unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; (vi) causes or may cause damage or injury to any person, corporation, entity or property; and/or (vii) relates to any third party under the age of 13. Under no circumstances will Company be liable in any way for any Customer Data or for any loss or damage of any kind incurred by Customer as a result of the use and/or distribution and/or the provision to Company and/or the transmission through the Services of any Customer Data.

6. PRIVACY

6.1 Customer acknowledges that Company process, stores and uses Customer Data. Customer hereby consent to Company’s processing and use of such Customer Data and agrees that such processing and use of information will be governed by Company’s Privacy Policy

7. THIRD PARTY PROVIDERS

7.1 Customer acknowledges that the Company uses third party cloud services in order to provide the Services. The Customer acknowledges and agrees that Company is not and shall not be responsible for the availability, performance or security of any such external third party services or resources, and it shall not be held liable for any loss or damage (including loss of data and/or loss of profits), which may be incurred by the Customer, as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in those external third party services or resources, or as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in the Services provided through such external third party services or resources.

7.2 In addition to the aforesaid, Customer acknowledges, that the Company may utilize, include in the Services, automatically distribute and/or download and install on any machine who access the interface that is provided by Company for accessing and use of the Services, certain third-party software, components, cookies and/or libraries that are subject to open source license and/or to other third-parties license terms (“Third Party Software”). Customer acknowledges and agrees to the use by the Company of such Third Party Software.

7.3 Customer acknowledges and agree that its right to use such Third Party Software in connection with the Services, is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the provisions of this Agreement and the terms of such Third Party Software license, the terms of the applicable Third Party Software license shall prevail with regard to Customer's use of the relevant Third Party Software. Other than the applicable Third Party Software component, in no event, shall the Services (or any part thereof) be deemed to be “open source” or “publicly available” software etc.

8. STATISTICAL INFORMATION

8.1 The Company may compile statistical information related to the performance of the Services, and may use and/or make such information publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer's Confidential Information (as defined below) or include Customer's name. The Company retains all intellectual property rights in such information.

9. COMPANY'S OBLIGATIONS

9.1 The Company undertakes to use commercially reasonable endeavours to make the Services available within the time frame set forth in the SLA, and further undertakes that the Services will be provided with reasonable commercial skill and care.

9.2 The undertaking in Section 8.1 above shall not apply to the extent that any non-conformance which is caused by use of the Services in contrary to the Company's instructions and/or in any way other than in strict compliance with this Agreement. Subject to the foregoing, if the Services do not conform to the undertaking in Section 8.1, Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy, and Company’s sole liability, for any breach of the undertaking set out in Section 8.1.

9.3 If the Services do not conform to the foregoing undertaking, Company will, at its expense and its discretion, use all reasonable commercial endeavours to correct any such non-conformance, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Section 8.1.

10. CUSTOMER'S OBLIGATIONS

10.1 Customer hereby declares towards Company that it has legally acquired and/or owns all right, title and interest, in and to all copies of the Customer Data and that it has the right to use, distribute, provide the Company and transmit through the Services such Customer Data. By using the Services, Customer gives its consent to Company, and grant Company with a worldwide, royalty-free, and non-exclusive license, to scan and collect such Customer Data, store such Customer Data in the Company's servers, third party's external servers or cloud services on which the Services operates, and to use such Customer Data in order to provide it with the Services.

10.2 Without derogating from any other obligation of the Customer pursuant to this Agreement, the Customer undertakes to: (a) provide the Company with all necessary cooperation in relation to this Agreement and in order to render the Services; and (b) comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Services; and (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner; and (d) to the extent required, obtain and maintain all necessary licences, consents, and permissions necessary for the Company to perform its obligations under this Agreement, including, without limitation, for the transmission through the Services of any Customer Data; and (e) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and (f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Company’s data centres, Company's servers, third party's external servers, cloud or other platform on which the Services operates (as shall be instructed by the Company from time to time), and be solely liable for problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

11. FEES AND PAYMENT FOR THE SERVICE

11.1 This Section 10 applies to Orders for the Services Customer place directly with Company. If Customer ordered the Services from an Approved Source, Customer's agreement with the Approved Source will provide the applicable payment terms.

11.2 In consideration of the Services, Customer hereby agrees to pay the Company the Services Fees set forth in the Order in accordance with the payment terms set forth therein. Customer will pay invoices for the Services within 30 days of the invoice date unless the Order specifically states otherwise.

11.3 Any Services Fees, not paid when due, are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. In addition, if Customer is more than 30 days late in paying an invoice, without prejudice to any other rights and remedies available to the Company under any applicable law, the Company may, at its sole discretion without liability to the Customer, disable, suspend or terminate the Customer’s and/or anyone on its behalf (as applicable) access to all or part of the Services, and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

11.4 All Services Fees are non-cancellable and non-refundable; the Services Fee exclude any applicable taxes, accordingly Customer hereby agree to pay applicable taxes and similar charges, including sales, usage, excise and value added taxes. Nothing in this Agreement requires either party to pay income taxes or similar charges of the other party.

12. PROPRIETARY RIGHTS

12.1 Company shall retain all right, title and interest, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights in and to the Services and/or its technology, including any improvements, updates, upgrades, error-corrections or other modifications thereof, and any work products thereof. Except for the rights expressly granted to Customer under Section 3.1 above, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Company, its technology, its products and services (including the Services) and/or any documentation ancillary thereof.

12.2 Without derogating from the generality of the above, the Company shall be the sole and exclusive owner of all rights in connection with any and all ideas, inventions and/or improvements (whether patentable or not) conceived or derived or result from, or relate to, directly or indirectly, any feedback (written or oral) that Customer voluntarily choose to provide Company regarding the Services and/or its experience while using the Services. Customer irrevocably assigns to the Company any rights that Customer may have or acquire in such ideas, inventions and/or improvements, and it irrevocably waives any right it has or may have in the future to receive any payment, royalty or other consideration (of any kind) with respect to such ideas, inventions and/or improvements.

12.3 Customer agrees that Company, in its sole discretion, may use Customer’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to Customer’s Website) for promotional and publicity purposes.
12.4 This Section 12 (except for Section 12.3) shall survive any termination or expiration of this Agreement.

13. CONFIDENTIALITY

13.1 Each party may be provided with, given access to, or exposed to, Confidential Information of the other party in connection with this Agreement. ‟Confidential Information” shall mean any information and data of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form, including but not limited to proprietary, technical, development, marketing, sales, price, operating, performance, cost, know-how, business and process information, methods, procedures, data, computer programming techniques and computer code, any information regarding suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others, and all record bearing media containing or disclosing such information and techniques, which is disclosed by one party to the other party pursuant to this Agreement or to which the other party is exposed or given access in connection with this Agreement, whether or not marked as “Confidential” or similar marking. Without derogating from the generality of the foregoing, Confidential Information of the Company shall include also the details of the Services, and the results of any performance tests of the Services and any work products of the Services, and Confidential Information of the Customer shall include also the Customer Data.

13.2 Confidential Information shall not include any information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the receiving party's lawful possession before the disclosure, as evidenced by applicable documentary; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, as evidenced by applicable documentary; or (e) is required to be disclosed by any final judicial or administrative order or decree or pursuant to any applicable law.

13.3 Each party shall hold the other party's Confidential Information in strict confidence, shall not disclose or make such Confidential Information available to any third party, and shall not use such Confidential Information for any purpose other than for performing its obligations under this Agreement.

13.4 Each party shall be entitled to disclose the other party's Confidential Information to its officers, directors, employees and consultants (‟Representatives”), on a need to know basis, provided that such Representatives are bound by confidentiality obligations of at least scope of this Agreement and provided further that such party shall be responsible for and liable to any breach or violation of this Agreement by such Representatives.

13.5 This Section 13 shall survive any termination or expiration of this Agreement.

14. CHANGES TO THE SERVICES

14.1 Company reserves the right at any time and from time to time to modify, temporarily or permanently, the Services (or any part thereof), provided such modification does not diminish the functionality of the Services to the Customer on which the Customer materially relies. Notwithstanding the foregoing, except for routinely scheduled down time, or as otherwise provided in this Agreement, Company shall use commercially reasonable efforts to notify Customer prior to any such modification; Customer acknowledges that Company reserves the right to discontinue offering the Services at the conclusion of Customer’s then current Term. Customer agrees that Company will not be liable to Customer or any third party for any modification or discontinuance of the Service as described in this Section 14.

14.2 The Company reserves the right, at its sole discretion without liability to the Company, to disable, suspend or terminate Customer’s access to the Services in the event of any material breach of Customer or anyone on its behalf of the provisions of Sections 2,5, 10, 11 above.

15. EXPORT

15.1 Export laws and regulations of law, the United States and any other relevant local export laws and regulations apply to the Services. Customer acknowledges and agrees that such export control laws govern Customer's use of the Services, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, programs and/or materials resulting from services (or work products thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

16. INDEMNITY

16.1 Customer shall defend, indemnify and hold harmless the Company against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs, legal expenses and reasonable legal fees) arising out of, or in connection with, this Agreement and/or the use of the Services by the Customer or by anyone on its behalf (including in connection with Customer Data and/or any infringement of such Customer Data of this Agreement or third parties' rights), provided that: (a) the Customer is given reasonable notice of any such claim; and (b) the Company provides reasonable cooperation to the Customer in the defence and settlement of such claim, at the Customer's expense.

17. WARRANTY AND WARRANTY DISCLAIMERS

17.1 EXCEPT AS OTHEREWISE EXPRESSLY SPECIFIED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER. ALL EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES IN CONNECTION WITH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES REGARDING SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY (OR ANYONE ON ITS BEHALF) IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY IF NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT

17.2 Notwithstanding anything herein to the contrary the Company: (a) does not warrant that the Services will operate error free or without interruption or bugs; nor that the Services will meet the Customer's requirements or expectations; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

18. LIMITATION OF LIABILITY; DISCLAIMERS

18.1 This Section 18 sets out the entire sole and exclusive liability of the Company (including any liability for the acts or omissions of its employees, officers, agents and sub-contractors) to the Customer in respect of: (a) any breach of this Agreement; and (b) any use made by the Customer (or anyone on its behalf) of the Services or any part of thereof; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

18.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT: (A) IN NO EVENT SHALL THE COMPANY BE LIABLE, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, LOSS OR CORRUPTION OF DATA OR INFORMATION, PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE SERVICES AND/OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES; AND (B) IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE SERVICES AND/OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES, EXCEED THE TOTAL SERVICES FEES PAID BY CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM LEADING TO LIABILITY AROSE.

18.3 Except as expressly and specifically provided in this Agreement, the Customer assumes the sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services (including without limitation, Customer Data), or any actions taken by the Company at the Customer's direction.

18.4 Notwithstanding anything to the contrary herein, the Company will not be held liable for any delay or failure in performance or non-availability of the Services resulting, directly or indirectly, from acts of nature, forces, events, omissions, accidents or causes beyond its reasonable control, including, but not limited to, internet failure, network or computer equipment failures, telecommunication equipment failure, electrical power failures, strikes, lock-outs or other industrial disputes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, breakdown of plant or machinery, acts of God, war, governmental actions or orders, orders of domestic or foreign courts or tribunals or loss of or fluctuations in heat, light or air conditioning.

18.5 This Section 18 shall survive any termination or expiration of this Agreement.

19. TERM AND TERMINATION

19.1 This Agreement shall commence on the date the Services are available for use by Customer and lasts for the time period stated in the Order (‟Term”). Notwithstanding the foregoing, and without prejudice to any other rights or remedies to which the parties may be entitled under this Agreement and/or any applicable law, either party may immediately terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; and/or (b) if the other party (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization and said petition shall remain unvacated for and said petition shall remain unvacated for a period of 30 days , (v) has a receiver appointed, or (vi) institutes any proceedings for the liquidation or winding up that is not discharged within 60 days of filing; and/or (vii) any other termination of this Agreement as specified under the terms of this Agreement.

19.2 Upon termination or expiration of this Agreement for any reason whatsoever: (a) all rights granted to Customer under this Agreement shall immediately terminate; (b) the Customer shall immediately cease any use of the Services; (c) all outstanding Services Fees will immediately become due and payable by Customer; (d) each party shall return and make no further use of any Confidential Information (and all copies of them) belonging to the other party; and (e) the Company shall destroy any of the Customer Data in its possession (if any). For the avoidance of doubt, any provision expressly stated to survive or implicitly surviving termination or expiration, shall not be affected or prejudiced by such termination or expiration.

20. MISCELLANEOUS

20.1 This Agreement constitute the entire agreement between the parties regarding the subject matter thereof, and supersede any previous arrangement, understanding or agreement between the parties, written or oral, relating to the subject matter hereof.

20.2 No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing and signed by both parties.

20.3 Neither party’s waiver of any breach or default of any provision of this Agreement shall not constitute a waiver of other provisions or any other right hereunder, or a waiver of any subsequent breach or default.

20.4 Unless expressly provided otherwise herein, rights arising under this Agreement are cumulative and do not exclude rights available by law.

20.5 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions (or the remainder of the provision) shall remain in full force and effect.

20.6 This Agreement does not confer any rights on any third person or party.

20.7 The parties expressly agree that they are independent contractors. Nothing in this Agreement is intended to or shall be interpreted to create a partnership or a joint venture between the parties or authorise either party to act as agent for the other.

20.8 The Customer shall not, without the prior written consent of the Company, assign, transfer, or sub-contract this Agreement and/or any of its rights or obligations under this Agreement, and any unauthorized assignment shall be null and void. The Company may, at any time, assign, transferor sub-contract any of its rights or obligations under this Agreement.

20.9 The table below identifies the governing law that governs this Agreement (ignoring any conflict of laws provision) and the specific courts that have exclusive jurisdiction over any claim arising under this Agreement based on the service delivery address in the Order and where should any required or permitted notices hereunder should be directed to:

If Customer is domiciled in The governing law is of the: The courts having exclusive jurisdiction are: Notices Should be addressed to:
The United States of America, Mexico, Canada or a Country in Central or South America or the Caribbean, Asia State of New York. New York, New York 340S Lemon AveSuite #4567, Walnut CA, 91789
Europe, Africa England London, England Access Layers
3rd Floor
207 Regent Street
LONDON
W1B 3HH
Israel & Others State of Israel Tel Aviv, Israel HaTidhar 15, Ra'anana ,Israel

20.10 Company may provide Customer with notice via email, regular mail and/or postings on Company's website. Notices to Company should be sent to address set forth above. Notices will be deemed given within 5 days from the delivery date if sent by mail, or within 1 day from the delivery date if send by a courier or delivered by hand.

DATA PROCESSING AGREEMENT

The Data Processing Agreement (“DPA”) is part of the contractual Agreement between the entity or person making use of Portnox CLEAR products or services (hereinafter 'the Customer”) and Access Layers Ltd. (hereinafter 'ACCESS LAYERS'). The DPA shall supersede and replace any current data protection agreements or provisions contained in the business agreements with ACCESS LAYERS ('the Agreement') and forms an integral part of them.

This DPA shall define the duties applicable to the Customer with regard to the Data Protection Laws, while it is agreed between the parties that compliance with the DPA on behalf of the Customer constitutes a basic condition for the execution of the original Agreement between the parties.

1. Background

1.1 ACCESS LAYERS and the Customer have previously entered into or are entering into an Agreement pursuant to which ACCESS LAYERS has agreed to provide Services to the Customer.

1.2 The Services may currently or in the future involve processing by ACCESS LAYERS of Personal Data, for which the Customer is its Data Controller or Processor, and for which ACCESS LAYERS is a Data Processor or Sub-Processor (respectively in each case, as applicable for the purposes of Data Protection Laws).

1.3 Data Protection Laws require the Customer and ACCESS LAYERS to include certain principles in their contractual Agreements, with regard to the Processing of Personal Data.

1.4 In case the Customer has or will have more than one Agreement with ACCESS LAYERS, this DPA shall apply to each and every one of them.

2. Definitions

2.1 The following expressions and definitions shall apply to the entire DPA and any previous Agreement with accordance to the Data Protection Law – as defined below.

Affiliate – With respect to any party, an entity that is controlled by, controlling, or in common or joint control with that party, from time to time.

Agreement – The agreement and/or agreements (including but not limited to statements of work, etc.) under which ACCESS LAYERS has agreed to provide the Services to the Customer.

The Customer – The entity party to the Agreement which receives the Services from ACCESS LAYERS.

ACCESS LAYERS – Access Layers Ltd., party to the Agreement. Data Protection Laws – Directive 95/46/EC and Directive 2002/58/EC, in each case as transposed into domestic legislation of each member state of the European economic area (“EEA”) and in each case as amended, replaced or superseded from time to time, including without limitation by the EU General Data Protection Law (“GDPR” and collectively with the foregoing “EU Data Protection Laws”) and the applicable data protection or privacy Laws of any other country including without limitation – Israel.

Law - means any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, ordinances, rules, codes, decrees, instrument, by – law, binding guidance from a Regulator or any other law of, or having effect in, any jurisdiction from time to time.

Services – The products and/or services as described and agreed in the Agreement that are to be provided to the Customer, in particular any Portnox CLEAR products or services. The terms “Controller”, “Processor”, “Sub-Processor”, “Data Subject”, “Personal Data”, “Processing”, “Special Categories Of Personal Data” and "Personal Data Breach" – All have the same meaning given to those terms under the Data Protection Laws or the GDPR, as applicable (related terms shall have the corresponding meaning).

3. General Provisions

3.1 In any case of inconsistency or conflict between the DPA and the Agreement, the relevant provisions of the DPA shall apply and prevail.

3.2 Certain third-party applications and/or services are subject to independent terms, directly between the Customer and the third party.

3.3 ACCESS LAYERS may excess and/or amend the terms set forth in this DPA, on written notice to the Customer:

3.3.1 To comply with applicable Law;

3.3.2 Under instructions of a supervisory authority;

3.3.3 To implement standard contractual clauses, approved by applicable Law or supervisory authority.

3.4 Governing Law and dispute resolution are as set in the Agreement.

3.5 If any of the Customer's affiliates or suppliers, receives or is entitled to receive any of the Services, and if ACCESS LAYERS processes Personal Data for them or supplies the Services to the Customer through them – the terms set forth in this DPA shall apply to this processing in whole, under which ACCESS LAYERS is or will be considered, and act as a Sub-Processor for the Customer's affiliates and/or suppliers. In such a case, it is the Customer's sole obligation to obtain compliance, acceptance and needed authorization from its affiliates/suppliers with the terms of this DPA; any breach shall be considered a direct breach of this DPA by the Customer itself.

4. General Obligations

4.1 The provisions of this paragraph (paragraph four) shall only apply in so far as ACCESS LAYERS processes any Personal Data for and/or on behalf of the Customer which is subject to Data Protection Laws.

4.2 ACCESS LAYERS shall:

4.2.1 Process the Personal Data only by instructions from the Customer, including when regarding transfers of Personal Data to Customer’s Affiliate and/or a third country or an international organization, unless required to do so by governing Law; in such case ACCESS LAYERS shall inform the Customer of such legal requirement prior to the processing, unless prohibited to do so by governing Law.

4.2.2 Ensure that persons who are authorized to process the Personal Data have committed themselves to confidentiality.

4.2.3 Respect the conditions referred to in article 28(2) and 28(4) to the GDPR for engaging another processor.

4.2.4 Assist the Customer, if obligated to do so, and as reasonably possible, by appropriate technical and organizational measures, for the fulfillment of the Customer’s specific obligations to respond to requests for exercising its Data Subject’s rights as described in chapter 3 and articles 32-34 in chapter 4 of the GDPR, while considering the nature of the processing.

4.2.5 At the request of the Customer, if obligated to do so, delete or return all of the Personal Data it has processed, by the end of the Agreement’s term and/or by the end of the provision of Services and services relating to Processing, unless required to keep the Personal Data or part of it in accordance with governing Law and/or for any other documented legitimate purpose necessary for ACCESS LAYERS for its business needs and/or to comply with legal or obligatory instructions.

4.2.6 Inform the Customer if, in ACCESS LAYERS’s opinion, a request or instruction made by him infringes the GDPR or any otherapplicable Law; In such case, ACCESS LAYERS shall be entitled to cease any or all Processing.

4.3 Data Breach Notification and Remediation. ACCESS LAYERS shall inform the Customer after becoming aware of a Personal Data Breach at ACCESS LAYERS affecting Customer's Personal Data processed by ACCESS LAYERS. ACCESS LAYERS shall provide the Customer reasonably required support and cooperation necessary to enable it to comply with its legal obligations in case of a Personal Data Breach. In addition, in such case ACCESS LAYERS shall take reasonably necessary actions to mitigate the Personal Data Breach, insofar possible, and agrees that it will not inform any third party that Customer's Personal Data has been involved in a Personal Data Breach without Customer’s prior consent, unless obligated to do so by Law. Neither party will disclose, in any form, information regarding a potential/existing/past Personal Data Breach at either party to any third party, except with prior written consent of both parties, unless there is a legal obligation/requirement by a competent authority including supervision proceedings/court order to disclose.

4.4 Data Subject Rights. ACCESS LAYERS shall notify the Customer when it receives a request from a relevant Data Subject to gain access to their Personal Data, or a complaint regarding their Personal Data, or any other request relating to the Customer’s obligations under data protection Laws, regarding the Customer's Personal Data held by ACCESS LAYERS.

4.5 Personal Data Security. Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, ACCESS LAYERS shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the Processing of Personal Data during the provision of the Services. ACCESS LAYERS shall take into account the categories of Personal Data processed, as presented to it by the Customer and as defined below, as part of the provision of the Services. It is hereby acknowledged by the Customer that part of the ability to secure such Personal Data depends on the Customer’s implementation, settings and preferences related to the Services, as set by it. ACCESS LAYERS shall not be held liable for any wrong implementation processes or settings definition made by the Customer, and any of its consequences.

4.6 Audit and Compliance. Upon Customer’s prior request, ACCESS LAYERS agrees to assist the Client with presenting reasonable and necessary to demonstrate compliance with data protection policies and procedures, implemented as part of the Services applicable under the Agreement. If necessary, under Data Protection Law and/or authority or regulator ACCESS LAYERS shall allow an audit available to Customer. Any such audit will be conducted upon no less than ten (10) business days prior written notice and with reasonable efforts to minimize any disruption to ACCESS LAYERS’s normal business operations. Customer may perform the audit either itself or through a third party, which has been pre-approved by ACCESS LAYERS, and provided that Customer and/or its authorized agent executes a mutually agreed upon nondisclosure Agreement. Furthermore, Customer and ACCESS LAYERS shall mutually agree upon the scope, timing and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible for. All reimbursement rates shall be reasonable, considering the resources expended by ACCESS LAYERS. Customer will keep the results in strict confidentiality and will not share them without prior explicit written confirmation from ACCESS LAYERS and solely for the specific purposes under this section.

4.7. Customer's Obligations

4.7.1 The Customer hereby agrees that any Personal Data provided or made available to ACCESS LAYERS by him or on his behalf can be used Lawfully by ACCESS LAYERS (and its Sub-Processors or on its behalf) for the purposes of the Services and in accordance with the terms of this DPA and (i) The Customer confirms that he has provided or shall provide an appropriate notice to all relevant Data Subjects (i.e. its clients), for the purposes described in or envisaged  by the Agreement; (ii) Has obtained or shall obtain all required lawful bases for ACCESS LAYERS to process Personal Data for the purposes as described above; (iii) Complied and shall continuously comply with applicable Data Protection Laws and with guidance from every relevant supervisory authority; and (iv) Otherwise complied with and shall comply with relevant Law.

4.7.2 Regarding the above, ACCESS LAYERS is not responsible for determining which different requirements may be applicable and relevant to the Customer or its business under Data Protection Laws, nor that the Services meet those requirements of Data Protection Laws. ACCESS LAYERS gives no guarantee or warranties to that respect.

4.7.3 The Customer shall:

4.7.3.1 Ensure that all instructions conveyed to ACCESS LAYERS with respect to processing of Personal Data shall be lawful, reasonable and in full and complete compliance with Data Protection Laws.

4.7.3.2 Act properly to exercise the rights under Data Protection Laws and the terms stipulated within this DPA.

4.7.3.3 Make sure that at all times, the Personal Data made available to ACCESS LAYERS is the minimum necessary for ACCESS LAYERS to perform the Agreement and shall not actively or passively make unnecessary Personal Data available to ACCESS LAYERS.

4.7.3.4 Not use, set or implement the Services in a manner which will constitute a breach or infringement of any security standard, applicable Data Protection Laws or Law or infringe in any other way any Data Subject’s rights.

5. Implications

5.1 The parties acknowledge that the Agreement and this DPA constitute the documented instructions from the Customer to ACCESS LAYERS for the processing of data.

5.2 The Customer generally authorizes and agrees that ACCESS LAYERS engage other Processors for the purposes of the Agreement.

5.3 The Customer authorizes any ACCESS LAYERS affiliate to act as a Processor for the purposes of the Agreement.

5.4 ACCESS LAYERS shall be allowed and entitled to process and further use anonymous and/or aggregative data which may be derived from Personal Data, for its own purposes at all times.

5.5 The Customer hereby acknowledges and gives his consent to ACCESS LAYERS to the transferring of Personal Data from the EU to a third country or international organization. If necessary, and in absence of a decision pursuant to Article 45(3), the Customer gives its consent and authorizes ACCESS LAYERS the use of standard contractual clauses or other applicable measures to ensure sufficient safeguards for compliance with Data Protection Laws (including on its behalf)].

5.6 In case of breach or infringement of Data Protection Laws by the Customer, or reasonable suspicion of such, the Customer shall inform ACCESS LAYERS of said event, and ACCESS LAYERS will be eligible to withhold Services and/or suspend processing activities – for which it will not be held accountable forbreach of the Agreement.

5.7 ACCESS LAYERS will notify the Customer as soon as it becomes aware of its inability to perform any of its obligations under the Agreement, including the delivery of the Services due to compliance issues which may arise from this DPA, or due to any other legal or regulatory reason. ACCESS LAYERS shall not be held liable for any loss or failure to supply the Services, as a result of the aforementioned.

5.8 ACCESS LAYERS shall be entitled to charge the Customer reasonable fees, costs and expenses, reasonably incurred (in accordance with ACCESS LAYERS's standard rates at the time) and the Customer shall pay such fees, costs and expenses under ACCESS LAYERS's payment terms, as followed:

5.8.1 If, due to the Customer instructions, ACCESS LAYERS (or its Sub- Processor) is required by Data Protection Laws to process data outside of the agreed scope of the Agreement and/or the DPA;

5.8.2 For any steps taken by ACCESS LAYERS (or its Sub-Processor) under or in relation with paragraph 4.2, 4.4, 4.5 and 4.6 to the DPA; 5.8.3 For any other assistance ACCESS LAYERS (or its Sub-Processor) provides to the Customer, in respect of the Data protection Laws.

6. Processing

6.1 The scope of processing by ACCESS LAYERS is in accordance with the Agreement, or as may be further set-in future Agreements, and as required by Law.

6.2 The nature and purposes of the processing is as set in the Agreement, and in accordance with data protection governing Laws, which may include:

6.2.1 Providing the Services and related maintenance – provision of implementation services, support and maintenance to our Software and various products, which may include access to Personal Data and.

6.2.2 Providing, analyzing, creating, and otherwise using personal/anonymous and/or aggregated reports and statistics, based on Personal Data, including to the purpose of ACCESS LAYERS's interests, such as product or service improvement.

6.3 The duration of Processing is as set and in accordance with the Agreement, and/or as required by Law and/or legal authorities.

6.4 Personal Data made available to ACCESS LAYERS by the Customer and/or the distributer may include one or more of the following types (or as otherwise set-in accordance with the Agreement):

6.4.1 Full name

6.4.2 Work e-mail address and phone.

6.4.3 Name and address of workplace.

6.4.4 Role and function at workplace

6.4.5 Device communication information which may include Personal Data (e.g. IP, user name, MAC address, etc.).

6.5 Data Subject categories may include one or more of the following (or as otherwise set-in accordance with the Agreement):

6.5.1 Customer's end users, as permitted by the Customer.

7. Notices

7.1 Any notice or other communication to be provided by the Customer or ACCESS LAYERS to the other under this DPA, shall be provided in accordance with the notices provision of the agreement or agreements under which the Processing of Personal Data is carried out.

ACCESS LAYERS LTD. PORTNOX END USER LICENSE AGREEMENT

THIS CLICK-THROUGH AGREEMENT (THIS “AGREEMENT”) IS BETWEEN ACCESS LAYERS (“ACCESS LAYERS”) AND YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY). BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ACESS LAYERS IS UNWILLING TO LICENSE THE SOFTWARE (AS DEFINED BELOW) TO YOU, AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON BELOW. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU CLICK THE “ACCEPT” BUTTON BELOW. FOR THE PURPOSE OF THIS AGREEMENT, YOU AND, IF APPLICABLE, SUCH COMPANY (OR OTHER ENTITY) CONSTITUTES “CUSTOMER”.

IMPORTANT INFORMATION.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE AND/OR USING THE CONTENTS THEREOF AND/OR BEFORE DOWNLOADING OR INSTALLING ACCESS LAYERS LTD.'S PROPRIETARY SOFTWARE PROGRAM, CURRENTLY KNOWN AS "PORTNOX", THAT YOU ARE ABOUT TO OPEN, INSTALL OR DOWNLOAD (THE “SOFTWARE PROGRAM”). BY OPENING THE PACKAGE CONTAINING THE SOFTWARE PROGRAM, AND/OR BY DOWNLOADING THE SOFTWARE PROGRAM, AND/OR BY INSTALLING THE SOFTWARE PROGRAM ON YOUR COMPUTER AND/OR BY USING THE SOFTWARE PROGRAM, YOU ARE ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS. THE SOFTWARE PROGRAM MAY BE PROVIDED WITH CERTAIN HARDWARE (WHICH INCLUDES FIRMWARE), AS AGREED IN THE APPLICABLE POA (THE "HARDWARE" AND THE SOFTWARE PROGRAM, OR THE SOFTWARE PROGRAM AND THE HARDWARE COLLECTIVELY, AS APPLICABLE, THE "PRODUCT").
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT DO NOT OPEN THE PACKAGE OR DOWNLOAD, INSTALL OR USE THE PRODUCT. INSTEAD, PROMPTLY (not later than within 7 days from the date you received this package) RETURN THE PRODUCT TO ACCESS LAYERS LTD. DELETE THE SOFTWARE PROGRAM AND ANY PART THEREOF FROM YOUR COMPUTER ANDDO NOT USE THE PRODUCT IN ANY MANNER WHATSOEVER.

PURCHASE ORDER.

YOU HAVE ORDERED OR RECEIVED THE PRODUCT FROM ACCESS LAYERS LTD. ("ACCESS LAYERS") UNDER A PURCHASE ORDER AGREEMENT BETWEEN YOU AND ACCESS LAYERS OR BETWEEN YOUR DISTRIBUTOR OR OTHER SUPPLIER AND ACCESS LAYERS (THE "POA"). THE POA LISTS THE MODULES OR COMPONENTS THAT ARE INCLUDED IN THE SOFTWARE PROGRAM AND ANY HARDWARE AND SETS OUT THE PERMITTED USES OF THE SOFTWARE PROGRAM (THE “SCOPE OF LICENSE”). YOUR DOWNLOADING, INSTALLATION OR USE OF THE PRODUCT LISTED IN THE POA MAY ONLY BE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IF THE POA CONFLICTS WITH THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL PREVAIL. TITLE & OWNERSHIP AND LICENSE.
As between you and ACCESS LAYERS the Product, including all intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by, embodied in, and/or attached/connected/related to the Product, any revisions, corrections, modifications, derivative works thereof, enhancements, updates and/or upgrades thereto and all trademarks and trade names associated therewith are and shall remain ACCESS LAYERS' sole property. In consideration for the payment in full of the amount listed in the POA and subject to the terms of this EULA, ACCESS LAYERS hereby grants to you, and you hereby accept, a personal, non-transferable, non-exclusive license (“License”) to install and use (without the right to sublicense) the Software Program upon the terms of the Scope of License, in executable form on the equipment or network at the premises described in the POA for your internal use, and to make one copy of the Software Program solely for backup purposes. This License Agreement does not convey to you any ownership interest in or to the Software Program, but only a limited right of use revocable in accordance with the terms of this Agreement and the Scope of License. Nothing in this Agreement constitutes a waiver of ACCESS LAYERS' intellectual property rights under any law. Use of the Software Program in violation of this License or the POA will result in the termination of this License and may expose you to claims for damages. ACCESS LAYERS may require you to certify in writing that your use of the Software Program complies with the terms of this License and the POA. The Hardware shall be used solely in conjunction with the Software Program and not for any other purpose. To the extent that the Product is provided on a subscription basis under the POA, the title to Hardware remains with Access Layers and is leased to you solely for the term of this Agreement.

LICENSE RESTRICTIONS.

The Product may not be used for any purpose not explicitly permitted hereunder. You may not (i) modify, merge or sub-license the Product except as expressly authorized in this Agreement; (ii) sell, license (or sublicense), lease, assign, transfer, pledge, use or share your rights under this Agreement with/to anyone else; (iii) disassemble, unbundle, decompile, reverse engineer, revise or enhance the Product or attempt to discover the Software Program’s source code; (iv) use any back-up or archival copies of the Software Program (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective; (v) install the Software Program on equipment other than as authorized; (vi) use the Product not in compliance with the Scope of License; or (vii) upgrade firmware on the Hardware without specific permission from ACCESS LAYERS.

TRADEMARKS.

Portnox™ and other names, logos or icons identifying ACCESS LAYERS and its products are trademarks of ACCESS LAYERS.

MAINTENANCE AND SUPPORT.

Unless otherwise provided under any applicable agreement with ACCESS LAYERS, ACCESS LAYERS has no obligation to provide you with support, maintenance, upgrades modifications and new releases. ACCESS LAYERS’ support and maintenance services for the Product are available in accordance with ACCESS LAYERS' support and maintenance policy. You hereby agree to receive from ACCESS LAYERS emails and other communication regarding Product.

DATA, CONTENT AND OUTPUT.

ACCESS LAYERS does not control the content, data or output of the Product. ACCESS LAYERS is not responsible for the accuracy or dependability of such content or data, or the suitability of the output for any purpose. You agree to indemnify ACCESS LAYERS against any demands, actions, claims, damages, losses and expenses (including reasonable attorney's fees) incurred or asserted against ACCESS LAYERS relating to or arising out of any content, data, product or output of the Product or from any infringement arising there from.

DATA COLLECTION TECHNOLOGY.

ACCESS LAYERS hereby informs you that for the purposes defined herein, ACCESS LAYERS or the Product may from time to time automatically collect data and other information from your computer systems (which shall be strictly limited to non-identifying information about your deployments and scope of use, IP addresses, log/files, software in use, and other related information and data) solely for the purposes of detecting, analyzing, preventing, solving bugs, improving the Products and/or verifying the compliance of users with this Agreement. It is further acknowledged by you that ACCESS LAYERS may, from time to time, generate through the Products and/or transmit the aforementioned information to its internal servers, third party's external servers or clouds or other platforms on which its systems operate. Such information shall be anonymized prior to transmission and shall be treated in accordance with the ACCESS LAYERS's standard privacy policy, as amended from time to time. Some of the said data processed or collected may be, under certain data protection laws, be considered as personal data, for which ACCESS LAYERS shall merely act as processors on your behalf, and as further elaborated in the Data Processing Agreement (DPA), available here. The DPA forms an integral part of this Agreement. ACCESS LAYERS shall treat all collected information at all times as confidential information and shall not use it for any other purpose other than the aforesaid. You agree that ACCESS LAYERS may use the information hereunder in accordance with this section. Subject to the foregoing, ACCESS LAYERS hereby agrees that it shall not use or sell your data for any commercial purpose. Confidentiality. You covenant to protect the confidentiality of the Product with at least the same degree of confidentiality as you protect your own confidential information, but in any event you shall use at a minimum, reasonable measures to protect the confidentiality of the Product. You are responsible to ensure that your employees, consultants and agents who use the Product also abide by these and the other obligations in this Agreement.

NOTIFICATIONS

Whilst installing, configuring and using the Product, certain notifications and/or safeguards ("Notices") may appear requesting that you perform or refrain from performing actions or providing you with important information. THESE NOTIFICATIONS ARE THERE TO PROTECT YOU AND YOUR NETWORK AND SHOULD NOT BE IGNORED. PLEASE BE AWARE THAT IF YOU CHOOSE TO DISREGARD SUCH NOTIFICATIONS, CERTAIN FUNCTIONALITY OF THE PRODUCT MAY BE AFFECTED, INCLUDING NETWORK ACCESS.

LIMITED WARRANTY.

ACCESS LAYERS warrants that for a period of ninety (90) days from delivery of the Product to you (“Warranty Period”), the Product, if used with care and operated in accordance with the documentation provided with such Product, as directed on the computer hardware and with the operating system for which it was designed, will perform in substantial compliance with the specification (as such specifications are set forth in the Product documentation and in the POA). NO DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE OF ACCESS LAYERS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. This warranty is void if any modifications are made to the Product or to any component thereof during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this License or the POA.EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. ACCESS LAYERS DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, ACCESS LAYERS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE PRODUCT IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

LIMITATION OF REMEDIES.

In the event of a breach of ACCESS LAYERS’s warranty set forth above, your sole remedy and ACCESS LAYERS’ sole obligation shall be, at ACCESS LAYERS’ sole discretion: (i) to replace or repair the Product, free of charge; or (ii) to refund the price paid by you for the defective Product, or any component thereof. With regard to Hardware, the above remedy is conditioned upon the delivery of the defective Hardware to ACESS LAYERS' offices by you at your expense. Any replacement or repaired component will be warranted for the remainder of the original Warranty Period. Warranty claims must be made in writing during the Warranty Period and within seven (7) days of the observation of the defect accompanied by evidence satisfactory to ACCESS LAYERS.

EXCLUSION OF CONSEQUENTIAL DAMAGES.

ACCESS LAYERS, OR ITS RESELLER OR LICENSORS, SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) TO YOU, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVEROR FOR ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL, LOST, DAMAGED, COPIED OR STOLEN DATA OR DOCUMENTATION AND DAMAGE CAUSED BY THE FAILURE TO RECOGNIZE AUTHORIZED NETWORK USERS AND/OR THE FAILURE TO PREVENT ACCESS TO NON-AUTHORIZED USERS, SUFFERED BY ANY PERSON, WHETHER FORESEEABLE OR NOT, EVEN IF ACCESS LAYERS, OR ITS RESELLER OR LICENSORS, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY.

ACCESS LAYERS TOTAL AGGREGATE LIABILITY HEREUNDER AND UNDER ANY POA SHALL NOT EXCEED THE FEES PAID BY YOU TO ACCESS LAYERS DURING A 12 MONTHS PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between ACCESS LAYERS and you. You acknowledge that ACCESS LAYERS and/or its reseller would not have entered into this Agreement absent such limitations. Some jurisdictions do not allow theexclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

TERM & TERMINATION.

Term.
The license granted hereunder shall commence as of the later of (i) your consent to this Agreement, and (ii) the receipt by ACCESS LAYERS of payment for the POA, and shall continue for the term specified in the applicable POA, unless earlier terminated in accordance with the provisions of this Agreement.

Termination.
Your failure to comply with the terms of this Agreement and of the applicable POA shall terminate your License to the Product. Upon such termination the License shall expire and you must discontinue all further use of the Product, delete the Software Program, or any part or copies thereof from your computer and return to ACCESS LAYERS the Product (including, for the avoidance of doubt, the Hardware) and documentation and all other tangible property representing ACCESS LAYERS' intellectual property rights and all copies thereof and you must erase or delete any such information in electronic form.

THIRD PARTY SOFTWARE.

The Product may contain or rely upon software provided by third parties. In particular, the Software Program relies upon the operating system that you use and that is running on your system. The Software Program does not come with its own operating system. Further, the installation that is described in your purchase order calls for the Software Program to rely on a data base program that is not supplied by ACCESS LAYERS. You are responsible for obtaining permission to use any and all such third party software, and except as expressly set forth in the documentation provided with the Product, ACCESS LAYERS has made no arrangements for such use by you.

PUBLICITY.

You hereby grant ACCESS LAYERS the right to use and display your company / product names, logos and trademarks in ACCESS LAYERS' website and any marketing materials for the purpose of identifying you as a customer of ACCESS LAYERS, unless you notify ACCESS LAYERS in writing otherwise.

GOVERNING LAW & JURISDICTION.

This Agreement shall be construed and governed in accordance with the laws of Israel (except for conflict of law provisions) and only the courts in Tel Aviv Jaffa shall have jurisdiction in any conflict or dispute arising out of this Agreement. This Agreement is not governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party of subsequent enforcement of rights or subsequent actions in the event of future breaches.

EXPORT RESTRICTIONS.

The use of this Product must be in accordance with the applicable Export Control provisions of the jurisdiction in which you are located.

MISCELLANEOUS.

This Agreement together with the applicable POA is the complete agreement concerning this license and may be amended only by a written instrument executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS.

ADDENDUM To the Portnox CORE End-User License Agreement

This Addendum is to specify and list the third party software integrated in the Portnox software licensed to you. Each of these components is developed by a third party who licensed the software to [Portnox / Access Layers Ltd.].

The licenses set forth specify your rights in these third party software components and provide you with the source to download them, should you request to do so.

Apache Licensed
Dapper, (c) StackExchange Inc.
Dapper extensions (c) Thad Smith, Page Brooks and contributors
BoxV2
WebActivator EX (c) David Ebbo
RestSharp (c) John Sheehan, RestSharp Community
CastleCore (c) Castle Project
CastleWindsor (c) Castle Project
Bootstrap Switch (c) Created by Mattia Larentis, Mantained by Emanuele Marchi
Angular Bootstrap Switch (c) Francesco Pontillo
Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in
compliance with the License. You may obtain a copy of the License at
http://www.apache.org/licenses/LICENSE-2.0
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

BSD Licensed
Angular-Chart, (c) Jerome Touffe-Blin ("Author")
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
THIS SOFTWARE IS PROVIDED BY THE AUTHOR AND CONTRIBUTORS ``AS IS'' AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NLOG (c) 2004-2011 Jaroslaw Kowalski <[email protected]>
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of Jaroslaw Kowalski nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Swashbuckle (c) 2013, Richard Morris
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are
permitted provided that the following conditions are met:
1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
3. Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
Rhinodsl Copyright (c) 2005 - 2009 Ayende Rahien ([email protected])
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that
the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of Ayende Rahien nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Boolang, Copyright (c) 2009 Rodrigo B. de Oliveira ([email protected])
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that
the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of Rodrigo B. de Oliveira nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
AjaxControlKit
New BSD License (BSD)
Copyright (c) 2012-2017, CodePlex Foundation
All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that
the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of CodePlex Foundation nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS AS IS AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Open Font Licensed
Font Awesome by Dave Gandy - http://fontawesome.io

LGPLv2.1
TinyMCE 3.5.8 (c) Moxiecode Systems AB

MS-PL
WebActivatorEX 2.0 (c) David Ebbo
AdminUI.WqlQueryEngine.dll (c) Microsoft
WCFExtras (c) CodePlex
This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.
1. Definitions The terms "reproduce," "reproduction," "derivative works," and "distribution" have the same
meaning here as under U.S. copyright law.
A "contribution" is the original software, or any additions or changes to the software.
A "contributor" is any person that distributes its contribution under this license.
"Licensed patents" are a contributor's patent claims that read directly on its contribution.
2. Grant of Rights
(A) Copyright Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free copyright license to reproduce its contribution, prepare derivative works of its contribution, and distribute its contribution or any derivative works that you create.
(B) Patent Grant- Subject to the terms of this license, including the license conditions and limitations in section 3, each contributor grants you a non-exclusive, worldwide, royalty-free license under its licensed patents to make, have made, use, sell, offer for sale, import, and/or otherwise dispose of its contribution in the software or derivative works of the contribution in the software.
3. Conditions and Limitations
(A) No Trademark License- This license does not grant you rights to use any contributors' name, logo, or trademarks.
(B) If you bring a patent claim against any contributor over patents that you claim are infringed by the software, your patent license from such contributor to the software ends automatically.
(C) If you distribute any portion of the software, you must retain all copyright, patent, trademark, and attribution notices that are present in the software.
(D) If you distribute any portion of the software in source code form, you may do so only under this license by including a complete copy of this license with your distribution. If you distribute any portion of the software in compiled or object code form, you may only do so under a license that complies with this license.
(E) The software is licensed "as-is." You bear the risk of using it. The contributors give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this license cannot change. To the extent permitted under your local laws, the contributors exclude the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

MIT License
JSON.NET (c) 2007 James Newton-King,
Unity.WebAPI (c) 2013 FeedbackHound
AutoMapper Copyright (c) 2010 Jimmy Bogard
GTFS.NET Copyright (c) 2015 Sung
Angular Local Storage Copyright (c) 2016 Gregory Pike
NG Scrollbars, Copyright (c) 2015 Minh Nguyen, http://www.minh.io
Angular UI Router Copyright (c) 2013-2015 The AngularUI Team, Karsten Sperling
Angular i18n Copyright (c) 2010-2015 Google, Inc. http://angularjs.org
UI Sortable Copyright (c) 2012 the AngularUI Team, http://angular-ui.github.com
JqueryUI (c) The JS Foundation,
Angular File Saver Copyright © 2015 Philipp Alferov.
Spectrum Copyright (c) Brian Grinstead
Angular Bootstrap Copyright (c) 2012-2017 the AngularUI Team,
https://github.com/organizations/angular-ui/teams/291112
Angular UI-Grid, Copyright (c) 2015 the AngularUI Team, http://angular-ui.github.com
JQuery Copyright jQuery Foundation and other contributors
JQuery Mosewheel Copyright jQuery Foundation and other contributors
Angular Dynamic Locale Copyright (c) 2013 Lucas Galfasó
Font Awesome (c) by Dave Gandy - http://fontawesome.io
Restangular Copyright (c) 2013-2015 Martin Gontovnikas http://www.gon.to/
Angular Schema Form NWP Components, Copyright (c) 2015 by Netzwerkplan GmbH,
Angular Schema Form Copyright (c) 2014 Textalk
Bootstrap-Sass Copyright (c) 2011-2016 Twitter, Inc Copyright (c) 2011-2016 The Bootstrap Authors
Angular Spectrum Colorpicker Copyright (c) 2015 Jimdo GmbH http://jimdo.com
FileSaver Copyright © 2016 Eli Grey.
Bootstrap Copyright (c) 2011-2016 Twitter, Inc.
Angular Busy Copyright 2013 Chris Gross
Malihu Custom Scrollbar, Copyright (c) Manos Malihutsakis, http://manos.malihu.gr
Blob Polyfill Copyright © 2014 Eli Grey.
Objectpath Copyright (c) 2014 Mike Marcacci
Ui Bootstrap Context Menu Copyright (c) 2014 Austin Andrews (@templarian)
Moment Copyright (c) JS Foundation and other contributors
Chart.js Copyright (c) 2013-2017 Nick Downie
Bower Angular Route Copyright (c) 2016 Angular
NG-IP-Address Copyright (c) 2016 Scott Gullen
Angular Moment Copyright (c) 2013-2016 Uri Shaked and contributors
Angular Aria Copyright (c) 2016 Angular
Angular Animate Copyright (c) 2016 Angular
Angular Notify Copyright 2013 Chris Gross
Angular Cookies Copyright (c) 2016 Angular
Angular Material Copyright (c) 2014-2017 Google, Inc. http://angularjs.org
Angular Resource Copyright (c) 2016 Angular
Angular Sanitize Copyright (c) 2016 Angular
Angular Touch Copyright (c) 2016 Angular
Angular Mocks Copyright (c) 2016 Angular
Angular Messages Copyright (c) 2016 Angular
Angular UI Tree (c)
Angular JS Copyright (c) 2010-2017 Google, Inc. http://angularjs.org
Flot Copyright (c) 2007-2014 IOLA and Ole Laursen
Codemirror Copyright (C) 2017 by Marijn Haverbeke <[email protected]> and others
Automapper (c) Jimmy Bogard
SqlBulkTools, Copyright (c) 2016 Greg Taylor
.net standard (c) .NET Foundation and Contributors
.net core (c) .NET Foundation and Contributors
NetCoreServe (c) 2019-2020 Ivan Shynkarenka
Sharpkit (c) Dan-El Khen
SharpZipLib Copyright (c) 2000-2020 SharpZipLib Contributors
PuTTY copyright 1997-2021 Simon Tatham.
Radius.NET
SSH.NET
#SNMP © Copyright 2015, LeXtudio Inc.
angular-bind-html-compile

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Lodash Copyright JS Foundation and other contributors <https://js.foundation/> Based on Underscore.js, copyright Jeremy Ashkenas, DocumentCloud and Investigative Reporters & Editors <http://underscorejs.org/>

This software consists of voluntary contributions made by many individuals. For exact contribution history, see the revision history available at https://github.com/lodash/lodash

The following license applies to all parts of this software except as documented below:
====
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
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Copyright and related rights for sample code are waived via CC0. Sample code is defined as all source code displayed within the prose of the documentation.

CC0: http://creativecommons.org/publicdomain/zero/1.0/
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Files located in the node_modules and vendor directories are externally maintained libraries used by this software which have their own licenses; we recommend you read them, as their terms may differ from the terms above.

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