PLEASE CAREFULLY READ AND REVIEW THIS AGREEMENT BEFORE YOU USE MONTIER SOFTWARE. MonTier End User License Agreement (the Agreement )

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1 PLEASE CAREFULLY READ AND REVIEW THIS AGREEMENT BEFORE YOU USE MONTIER SOFTWARE MonTier End User License Agreement (the Agreement ) This Agreement is a legal agreement between MonTier Software (2015) Ltd. ("MonTier") of 5 Zipora Tov, Rehovot Israel and Licensee (as defined below) stating the terms and conditions that govern Licensee's use of the Software (as defined below) (the term "use" in this Agreement includes without limitation, installing, accessing and using the Software). Licensee may use the Software only on the condition that Licensee agrees to abide by this Agreement without any qualification or exception; and Licensee's use of the Software shall be deemed as Licensee's acceptance and agreement to be bound by this Agreement, without any qualification or exception. If Licensee does not agree to be bound by this Agreement, Licensee may not install nor use the Software. If Licensee has already installed it, Licensee should uninstall it. This Agreement governs both the current version of the Software and any updated and upgraded version of the Software. Licensee's acceptance of the terms and conditions herein constitutes acceptance to be bound by such terms and conditions both with respect to the current version of the Software and with respect to any updated and upgraded Software version. BY LICENSEE'S (OR LICENSEE'S EMPLOYEE) AFFIRMATIVE ACT OF INDICATING THAT HE ACCEPTS THIS AGREEMENT AND/OR BY LICENSEE'S USE OF THE SOFTWARE, LICENSEE IS SIGNIFYING THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTOOD IT, AND HAS AGREED TO BE BOUND AND ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT A LICENSEE OF THE SOFTWARE OR LICENSEE'S EMPLOYEE USING THE SOFTWARE FOR LICENSEE'S INTERNAL BUSINESS OPERATIONS AND BENEFIT AND/OR YOUR USE IS NOT IN STRICT CONFORMITY WITH THE TERMS AND CONDITIONS THAT GOVERN LICENSEE'S USE OF THE SOFTWARE: YOU MAY NOT USE THE SOFTWARE. In this Agreement, the following terms shall have the meanings given below: "Console" means the Software's tool that enables Licensee to control which Devices will be monitored by the Software, and to control the functions, which will be performed by the Software. "Console License" means a license to use the Software's Console. Each Console License refers to a specific Edition. "Device" means a computer or computing unit, which the Software monitors. To enable the Software to monitor a specific computer or computing unit Licensee must add such computer or computing unit through the Console's UI or API to the list of monitored Devices. Computers or computing units which are not listed, as monitored Devices, in the Console's UI are not considered Devices. The type and versions of computer or computer units, which may be monitored by the Software are only those listed in the Website as "Supported Devices". "Device License" as defined in Section 1.1. "Edition" means a unique variant of the Software identified by the specific segment of functions it is designed to serve, such as Administrator Edition, Developer Edition, Governance Edition and Security Edition. "Infrastructure" means the hardware and software prerequisites needed to run the Software. "Licensee" "Your" or "You" mean the entity who ordered Software licenses either from MonTier or from an authorized distributor of MonTier. "Licensee's Employee" means an employee of Licensee, or a contractor of Licensee while performing services for or on behalf of the Licensee. "MonTier Group" means MonTier, its affiliated entities, directors and employees. "Product Order" means a document, which has been executed by Licensee describing the type of Software License (Console License or Device License), and the number of Software Licenses which Licensee orders. Each Product Order shall be deemed to incorporate the terms and conditions of this Agreement. Any terms and conditions in the Product Order other than the above terms which conflict with the terms and conditions herein will not be deemed to be part of the Product Order. "Software" means the object code version of MonTier's computer program (MonTier for Service Gateway), including the install and configuration files (which are text files). The Software shall also include any new releases, updates, revisions, modifications, additions, corrections and fixes of the Software which MonTier provided Licensee, or made available on its Website (as defined below). "Software License" refers collectively to a Console License and to a Device License. "3 rd Party Products" means third party products, including open source software and commercial software which are (or will be) bundled, integrated or distributed with the Software. "Website" means 1. License Grant 1.1. To use the Software Licensee must acquire a Console License as well as a license for each Device Licensee wishes to monitor ("Device License"). For example, if Licensee wishes to use the Software to monitor 7 Devices, Licensee should acquire a Console License as well as 7 Device Licenses Upon acceptance by MonTier of Licensee's Purchase Order, Licensee's payment of non-refundable license fees for the Software Licenses set 1

2 out in the Purchase Order, and subject to all the terms and conditions of this Agreement, including but not limited to the restrictions set forth in Section 2 below, and Licensee's compliance (including continued compliance) with this Agreement, MonTier hereby grants Licensee, as an end user, a personal, limited, non-exclusive, non-sub-licensable, non-transferable license to use an object code copy of the Software (as per the number and type of Software Licenses) ordered by Licensee. Licensee may use the Software solely for Licensee's internal business operations. Accordingly, the Software may not be used for non-internal business use, such as hosting, or service bureau use. All rights not expressly granted by MonTier in this Agreement are hereby expressly reserved Licensee's right to use the Software is limited to the period for which Licensee has paid the applicable license fees. Upon termination of the period for which Licensee has acquired a Software License, continued use by Licensee of the Software is subject to the payment of additional fees Licensee may allow Licensee's Employees to use the Software for Licensee's internal business operations and benefit under and subject to the terms and conditions of this Agreement. It is hereby agreed that Licensee is and shall be responsible for the strict compliance of Licensee's Employees with the terms and conditions of this Agreement in any such use The Software and any of its related documentation are deemed "commercial computer software" and "commercial computer software documentation", respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto. Any use of the Software is governed solely by the terms and conditions of this Agreement, and the U.S. Government or any of its agencies are prohibited from using it except to the extent expressly permitted by the terms and conditions of this Agreement Delivery of a copy of the Software will be done electronically. 2. User Restrictions Licensee agrees and undertakes not to: a. Copy and distribute the Software, in whole or in part, except for making a reasonable number of archival back-up copies of the Software. b. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software or on the 3 rd Party Products ( Trademarks and Notices ), or use, copy, modify, or publicly display these Trademarks and Notices. c. Make the Software available in any manner to any third party. d. Cause or permit reverse engineering (unless required by law for interoperability) disassemble or de-compile the Software e. Disclose results of any benchmark or other performance tests without MonTier's prior written consent. f. Distribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer the Software (or any parts thereof). g. Modify or create any derivative works based on the Software, including by way of customization, translation, or localization. h. Copy, reproduce, integrate, reuse the Software (or any portions thereof) in another product or service. i. Modify, alter, or display in any manner any files, or parts thereof, included in the Software. j. Use the Software for any illegal or unauthorized purpose, or violate any laws in Licensee's jurisdiction 3. Evaluation and Temporary Licenses In the event Licensee ordered an evaluation license of the Software, then in addition to all the terms and conditions set forth in the Agreement Licensee may use that license only to evaluate the Software. Licensee may not use the evaluation license in production, development or for other commercial purpose. An evaluation license is limited to thirty (30) days from the delivery date of the Software (delivery includes electronic delivery). If Licensee decides to use the Software after the thirty (30) days evaluation period, Licensee must obtain a paid license of the Software. If Licensee decides not to obtain a paid license of the Software after the thirty (30) days evaluation period, Licensee must cease using the Software until Licensee purchases a valid license of the Software. In the event that Licensee received a temporary license of the Software (not for evaluation purposes), then all the terms and conditions set forth in the Agreement shall apply to such temporary Software license. Licensee may use the temporary license only during the period for which it was granted such license, which in no event will exceed thirty (30) days from the date in which it was granted. Upon the expiration of such temporary period, Licensee must cease using the Software. 4. Term and Termination 4.1. The license for the Software is limited to the period for which Licensee has paid the applicable license fees. Notwithstanding the above, the term of an evaluation license and of a temporary license is as stated in Section 3 above Notwithstanding Section 4.1 above, MonTier may terminate this Agreement and Licensee's license to the Software with immediate effect by giving Licensee a written notice of termination in the event that: (a) Licensee breached this Agreement (including failed to pay appropriate license fees); or (b) Licensee is wound up, a receiver has been appointed to Licensee, or Licensee entered into liquidation or bankruptcy or any analogous process. Termination shall be without prejudice to any other rights or remedies MonTier may have. In the event of termination or expiration of the licenses acquired by Licensee, Licensee will have no right to keep or use the Software or any copy of the Software and Licensee shall destroy and erase all copies of such Software in Licensee's possession or control In the event of any termination or expiration of this Agreement, all the terms and conditions of this Agreement save for those terms and conditions governing Licensee's right to use the Software shall survive such termination or expiration (for example, MonTier s proprietary right in the Software, and its right to seek injunctive relief shall survive termination of this Agreement) Termination of Licensee's right to use the Software shall not entitle Licensee to any right or remedy against MonTier or anyone acting on its behalf. 2

3 5. Audits 5.1. MonTier may periodically review Licensee's compliance with this Agreement (but not more than once annually). Licensee agrees to provide MonTier and its auditor with all the relevant records which either the auditor or MonTier believe in good faith will allow them to determine Licensee's compliance with this Agreement Licensee agrees to keep records of the number of Devices, which are (and were) concurrently monitored by Licensee using the Software. For such purpose Licensee agrees to deliver MonTier the appropriate records, including certain files generated by the Software which enable MonTier to determine the number of Devices which are (or were) monitored by the Software In the event that Licensee's usage exceeds the license granted, then without prejudice to any other rights or remedies MonTier may have against Licensee, Licensee agree to pay MonTier the then-current list-price fees for the additional licenses. In addition, Licensee shall reimburse MonTier for the costs of the audit. 6. Ownership MonTier retains all right, title and interest in the Software (including for the avoidance of doubt, all ownership, and intellectual property rights in the Software). This Agreement does not convey any proprietary interest to Licensee. Licensee's sole rights in the Software are the limited use rights stated in this Agreement. Licensee agrees that it will not take any action to interfere with MonTier's right, title and interest in the Software. 7. Third Party Products and Infrastructure 7.1. The Software may come bundled, integrated or otherwise be distributed with open source or other third party software With respect to open source products: Open source 3 rd Party Products are licensed by their licensors under their own respective terms. To the extent there is a conflict between the license terms covering 3 rd Party Products which are licensed under an open source license and this Agreement, the terms of such open source license will apply to the applicable 3 rd party product (and solely to the applicable 3 rd party product) in lieu of the terms of this Agreement. THE OPEN SOURCE 3 RD PARTY PRODUCTS ARE PROVIDED BY MONTIER "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE. THE DISCLAIMER OF WARRANTIES AND THE TERMS AND CONDITIONS IN SECTIONS BELOW WITH RESPECT TO THE SOFTWARE SHALL ALSO APPLY MUTATIS MUTANDIS TO THE OPEN SOURCE 3 RD PARTY PRODUCTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE 3 RD PARTY PRODUCTS, MONTIER SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED OR ARISING AND UNDER ANY THEORY OF LIABILITY LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE OPEN SOURCE 3 RD PARTY PRODUCTS, OR LICENSEE'S USE OF THE OPEN SOURCE 3 RD PARTY PRODUCTS. THIS SHALL INCLUDE, BUT IT IS NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, HARM TO LICENSEE'S HARDWARE OR SOFTWARE, BUSINESS INTERUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL OR OTHER LOSS; AND (b) ANY LOSS OR DAMAGE INCURRED BY LICENSEE OR OTHERS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY LICENSEE ON THE PERFORMANCE OF THE OPEN SOURCE 3 RD PARTY PRODUCTS. Licensee agrees that the owners/licensors and suppliers of such open source 3 rd Party Products are intended third party beneficiaries of all terms and conditions of this Agreement intended to protect their intellectual property rights and their liability With respect to commercial 3 rd Party Products (i.e., products which are not licensed under an open source license): All terms and conditions set forth in this Agreement (including without limitation the disclaimer of warranties and limitation of liability) shall apply mutatis mutandis to these commercial 3 rd Party Products when they are bundled, integrated or distributed as part of the Software, as if they were part of the Software (i.e., these commercial 3 rd Party Products will be sublicensed under the terms and condition of this Agreement), however ownership rights in these commercial 3 rd Party Products remains with the owners/suppliers of these commercial 3 rd Party Products. Licensee agrees that the owners/licensors and suppliers of such commercial 3 rd Party Products are intended third party beneficiaries of all terms and conditions of this Agreement intended to protect their intellectual property rights and their liability Use of the Software requires Licensee to have certain Infrastructure. Licensee agrees that it shall, at Licensee's sole cost and expense, acquire such Infrastructure from the Infrastructure suppliers. 8. Fees and Taxes 8.1. Unless expressly agreed otherwise in writing with MonTier (or with an authorized distributer of MonTier) all fees due in respect of a Software License are due upon the issuance of an invoice for such license Unless expressly agreed otherwise in writing with MonTier (or with an authorized distributer of MonTier) Licensee agrees to pay the fees for the Software Licenses in advance of the delivery of such Licenses to Licensee All fees shall be paid without deduction, including without limitation, of any withholding taxes. Late payments shall accrue interest at the rate of 1.5% per month compounded, or, if lower, the maximum rate allowed by law All fees are exclusive of any and all taxes, customs, duties or withholdings which may apply ("Taxes"). Licensee agrees to pay any and all Taxes imposed by applicable law, except for taxes based on MonTier s (or its distributor's) income. 3

4 8.5. Licensee acknowledges that MonTier's pricelist may be changed from time-to-time by MonTier in its sole discretion. Changes to the pricelist shall be effective upon the posting of the new pricelist on the Website. 9. Modifications and Updates 9.1. MonTier reserves the right, in its sole discretion, to amend, alter or modify this Agreement ("Modification"). Modifications to this Agreement will be posted on the Website and/or notified to Licensee through other reasonable means, and Licensee shall become bound by such Modification immediately upon the posting of a new Agreement on the Website, or upon being notified of such Modification by any reasonable mean. The modified agreement shall then constitute the entire agreement between MonTier and Licensee regarding the Software MonTier reserves the right, in its sole discretion, to modify the Software through updates, upgrades, modifications, alterations and/or patches (collectively "Updates"). Licensee agrees to keep the installation of the Software updated to the most recent release. Licensee's use of the Updates shall be governed by this Agreement. 10. Support and Maintenance MonTier's support and maintenance policy is as set out in its Website, and may be changed by MonTier from time-to-time. 11. Information Licensee understands and agrees that MonTier may process information relating to Licensee (such as Licensee's name, address and program) ("Information"). The Information is collected, inter alia, to enable MonTier to contact Licensee directly, and also for statistical purposes. Licensee unambiguously gives its consent to the collection and processing of the Information, and to the provision of the aggregated statistical data to 3 rd parties Should Licensee desire that MonTier will omit Licensee Information from its database, please contact MonTier at: support@mon-tier.com. 12. Representations and Warranties by the Licensee Licensee represents and warrants that: (a) Licensee understands and will abide by the terms and conditions of this Agreement, (b) Licensee has the capacity to agree to these terms and conditions, (c) Licensee will use the Software only for lawful purposes and in accordance with this Agreement Licensee acknowledges and agrees that: (A) THE SOFTWARE MAY PROCESS INFORMATION, WHICH IS PRIVATE. IT IS LICENSEE'S RESPONSIBILITY TO SAFEGUARD THE PRIVACY OF SUCH INFORMATION. LICENSEE WILL DEFEND AND INDEMNIFY MONTIER GROUP AGAINST ANY CLAIM RELATING TO A BREACH OF PRIVACY RESULTING FROM THE PROCESSING OF INFORMATION BY THE LICENSEE. (B) IN GENERAL, THE SOFTWARE IS NON-INTRUSIVE TO THE DEVICES, WHICH IT MONITORS. HOWEVER, THE SOFTWARE CONTAINS SOME OPTIONAL FUNCTIONS, WHICH ARE INTRUSIVE. SHOULD LICENSEE ELECT TO USE SUCH OPTIONAL FUNCTIONS LICENSEE ACKNOWLEDGES THAT THESE FUNCTIONS ARE INTRUSIVE, AND HENCE MAY AFFECT THE DEVICES' FUNCTIONALITY AND PERFORMANCE. LICENSEE SHOULD VERIFY BEFORE USING THE INTRUSIVE FUNCTIONS, THAT USING THESE INTRUSIVE FUNCTIONS DOES NOT AFFECT THE FUNCTIONALITY AND AVAILABILITY OF ITS DEVICES AND DEPLOYED SERVICES. (C) THE SOFTWARE PROCESSES LARGE AMOUNT OF DATA, AND ACCORDINGLY CONSUMES CORRESPONDING AMOUNTS OF DATA STORAGE, AND MEMORY. IT IS LICENSEE'S RESPONSIBILITY TO ACQUIRE THE APPROPRIATE SOFTWARE AND HARDWARE, WHICH ARE REQUIRED TO MINIMIZE THE EFFECT OF THE SOFTWARE ON LICENSEE'S SYSTEMS. (D) LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY INCUR CERTAIN RESOURCES OVERHEAD (E.G. CPU AND MEMORY) ON THE MONITORED DEVICES. 13. Injunctive Relief Licensee acknowledges and agrees that, notwithstanding any other provisions of this Agreement, Licensee's breach or threatened breach of this Agreement may cause MonTier irreparable damage for which recovery of money damages may be inadequate, and that therefore MonTier may obtain timely injunctive relief to protect its rights under this Agreement and/or the law in addition to any and all other remedies available at law or in equity. 14. Disclaimer of Representations and Warranties MonTier warrants that for a period of ninety (90) days after payment of the license fees for a particular Software License, the Software delivered to the Licensee following such delivery conforms in material respects to the Software's documentation appearing on the Website. For any breach of this warranty, Licensee's exclusive remedy, and MonTier's entire liability, shall be to repair or replace the defective Software, or if MonTier determines in its sole discretion that such repair or replacement is not economically or technically reasonable for MonTier, MonTier may terminate the license for the Software which does not meet the above warranty, and Licensee shall be entitled in such event to a refund of the fee paid by it with respect to the particular license to which the warranty claim applies (i.e., if Licensee has other licenses which were acquired prior to the warranty period, or to which the above warranty defect does not apply, the Licensee will not be entitled to any remedy or refund with respect to such licenses). This warranty shall not apply to evaluation licenses or to temporary licenses. Evaluation and temporary licenses are provided "AS-IS" without warranty Licensee must notify MonTier of any such warranty deficiency immediately upon its discovery and in no event more than one (1) week following such discovery. If Licensee fails to timely provide a notice, the warranty set forth herein shall not apply. 4

5 14.3. The warranty set forth in Section 14.1 shall not apply if the defect in the Software is the result of: (a) the Software not being used in accordance with the Software's documentation as appearing on the Website; (b) the Software not being used on the required Infrastructure; (c) the Software having been altered, modified or converted by Licensee; (d) the malfunctioning of Licensee's equipment; (e) an accident or abuse; (f) the Software having being serviced by an unauthorized person; (f) use of the Software in a way for which it was not designed to be used; or (g) result of the operation of another software or hardware EXCEPT AS SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY LAW, MONTIER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGING, VIRUS FREE, FREE FROM DEFECTS, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR RELIABLE IN PARTICULAR MONTIER DOES NOT REPRESENT OR WARRANT TO LICENSEE AND EXPRESSLY DISCLAIMS THAT: (1) LICENSEE'S USE OF THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, (2) LICENSEE'S USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, AND (3) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SOFTWARE WILL BE CORRECTED NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MONTIER OR A MONTIER AUTHORIZED REPRESENTATIVE OR INFORMATION OR ADVICE ON THE WEBSITE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW THIS DISCLAIMER OF REPRESENTATIONS AND WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE IS AUTHORIZED HEREUNDER (AND NO LICENSE GRANTED) EXCEPT UNDER THIS DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. 15. Limitation of Liability THE ONLY ENTITY IN THE MONTIER GROUP WHO MAY BE LIABLE TO LICENSEE IN RESPECT OF THE SOFTWARE IS MONTIER. OTHER MEMBERS OF THE MONTIER GROUP ARE NOT LIABLE TO LICENSEE IN ANY WAY RELATED TO THE SOFTWARE, THIS AGREEMENT OR LICENSEE'S USE OF THE SOFTWARE MONTIER'S TOTAL AND AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES INCURRED BY LICENSEE (OR ANYONE ELSE) RELATING TO THIS AGREEMENT, THE SOFTWARE AND TO LICENSEE'S USE OF THE SOFTWARE WILL NOT EXCEED THE LICENSE FEES ACTUALLY PAID BY LICENSEE TO MONTIER IN THE TWELVE MONTHS PRIOR TO THE DATE IN WHICH THE CAUSE OF ACTION FIRST AROSE, AND LICENSEE HEREBY WAIVES AND RELEASES THE MONTIER GROUP FROM THE OBLIGATION TO PAY DAMAGES OR ANY OTHER COMPENSATION HIGHER THAN SUCH AMOUNT NOTWITHSTANDING THE ABOVE, NO DAMAGES SHALL BE PAID IN THE EVENT THAT: (I) MONTIER DETERMINED THAT UNDER LICENSEE'S LOCAL LAWS, THE USE OF THE SOFTWARE IS PROHIBITED, (II) A COURT ORDERED MONTIER TO CEASE THE DISTRIBUTION OF THE SOFTWARE, (III) MONTIER CEASED ITS OPERATIONS, OR CEASED TO DISTRIBUTE THE SOFTWARE FOR ANY REASON (FOR EXAMPLE, BECAUSE MONTIER DETERMINED THAT IT AND/OR ITS LICENSORS NO LONGER HAVE RIGHTS IN THE SOFTWARE ALLOWING IT TO DISTRIBUTE THE SOFTWARE) SUBJECT TO THE FOREGOING LIABILITY IN SECTION 15.2 ABOVE, IN NO EVENT WILL THE MONTIER GROUP BE LIABLE FOR: (a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY LICENSEE OR BY OTHERS, HOWEVER CAUSED OR ARISING AND UNDER ANY THEORY OF LIABILITY LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE SOFTWARE, OR LICENSEE'S USE OF THE SOFTWARE. THIS SHALL INCLUDE, BUT IT IS NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, HARM TO LICENSEE'S HARDWARE OR SOFTWARE, BUSINESS INTERUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL OR OTHER LOSS; AND (b) ANY LOSS OR DAMAGE INCURRED BY LICENSEE OR OTHERS, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY LICENSEE ON THE PERFORMANCE OF THE SOFTWARE. THE LIMITATIONS ON MONTIER GROUP S LIABILITY SHALL APPLY WHETHER OR NOT THE MONTIER GROUP HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE ARISING; AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN. Licensee will not bring a legal action against the MonTier Group more than two years after the cause of action arose, unless otherwise provided by applicable law without the possibility of contractual waiver. 16. Indemnification Licensee shall defend, indemnify, and hold the MonTier Group harmless from all liabilities, claims, damages and expenses, including attorney's fees that arise from Licensee's use of the Software in a manner which is not in strict conformance with this Agreement, or which result from a breach by Licensee of any of Licensee's obligations hereunder. MonTier reserves the right, at its own expense, to assume the exclusive defense and control of any matter which is subject to Licensee's indemnification obligation. Licensee hereby undertakes to fully cooperate with MonTier in asserting any available defenses. 17. Listing Licensee as an End User Licensee agrees that MonTier may list it as a user of the Software in its promotional and/or advertising materials. 5

6 18. Electronic Delivery Policy and Licensee's Consent Licensee understands that MonTier communicates and transact with its users electronically or on-line. Licensee consents to receive electronically from MonTier all communications, including notices, agreements, legally required disclosures or other information (collectively, "Notices") Licensee understands and agree that MonTier can send Licensee electronic Notices by (i) to an address Licensee provided to MonTier for Notices, and/or (ii) by posting the Notices on the Website. Licensee hereby expressly consents to receive Notices through such means All registrations, agreements, and terms which will be completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. The delivery of any Notice from MonTier is effective when sent/posted by MonTier, regardless of whether Licensee read the communication when Licensee received it or when it is posted. Licensee may withdraw Licensee's consent to receive notices electronically by sending an to support@mon-tier.com; however, if Licensee choose to withdraw Licensee's consent, Licensee's license to use the Software will automatically terminate. For the avoidance of doubt, Licensee may not receive a refund (or other remedy) in such an event Licensee expressly waives any right to object to the validity or enforceability of this Agreement or any other electronic communication on the ground that a "statute of frauds" or any other law which requires that agreements be in writing or signed by the bounded party, or similar claims. Electronic communications, if introduced as evidence in any proceedings, shall be admissible as between the parties to the same extent and under the same conditions as business records originated and maintained in paper form. 19. General Legal Terms This Agreement constitutes the entire agreement between Licensee and MonTier concerning the Software. This Agreement supersedes all representations, agreements and other communications regarding the Software If any term of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, that term shall be construed to reflect the parties' original intent, and the remaining portions of this Agreement shall remain in full force and effect The failure of MonTier to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. MonTier reserves the right to assign this Agreement to any 3rd party, including by way of merger. Notice of such assignment shall be posted on the Website, or through other reasonable means MonTier shall not be in default or be liable for any delay, failure in performance resulting directly or indirectly from any cause beyond its reasonable control Licensee agrees that members of the MonTier Group have the benefit of those provisions in this Agreement which are for their benefit (such as disclaimer of representations and warranties, limitation of liability and indemnification), and these members of the MonTier Group may rely and enforce such terms. 20. Compliance with Local Law/ Export The parties confirm that this agreement and all related documentation is and will be in the English language Licensee is responsible for complying with any applicable law in Licensee's jurisdiction which might impact Licensee's use of the Software; and Licensee represents that it has complied with any regulations or registration procedures (if any) required by applicable law to make this license (and all the terms herein) enforceable Licensee may not use the Software outside the geographic scope stated on the Website The Software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States or Israel. 21. Law and Jurisdiction The laws of the State of Israel (without giving effect to its conflicts of law rules) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance, enforcement, and termination The competent courts of Tel-Aviv, Israel shall have exclusive jurisdiction with respect to any dispute or disagreement arising out of or relating this Agreement, and Licensee hereby consents to their exclusive jurisdiction Notwithstanding the above, MonTier retains the right to seek judicial assistance from other courts: (i) to obtain interim measures (including injunctions or other. equitable relief) of protection; and (ii) to enforce any decision of the Israeli courts. 6