Service Agreement

June 13,2022

1. Definitions.

‍For the purposes of this Agreement, the following terms shall have the meanings set out below:

“Affiliate” means with respect to a Party, any entity that is, directly or indirectly, controlled by and/or under common control with and/or controlling such Party or in which the concerned Party holds directly or indirectly more than 50% of its shares.

“Confidential Information” means all proprietary or confidential information or data relating to either party and its Affiliates and/or their respective operations, employees, products or services, clients, customers or potential customers.  Information shall not be considered Confidential Information to the extent such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; or (iv) independently developed by the receiving party without reference to any Confidential Information of the other.

“Documentation” means the instructions, user guides, manuals, and release notes generally provided by Sentra, at any time, in printed and/or electronic form, that describe the operation, use or technical specifications of the Services.

“Order(s)” means any applicable order form executed by the Parties from time to time and incorporated under Exhibit A attached herein. 

“User(s)” means Customer’s personnel who are authorized by Customer to access and use the Services. 

“Services” means the Solution, maintenance and support services, and any other Sentra’s services detailed in the Order(s).

“Solution” means Sentra’s online Software-as-a-Service (SaaS) platform, enabling automatic mapping and analysis of customers’ cloud-based data, as further detailed in the applicable Documentation.

‍

2. License and Services.

1. Subject to Customer’s compliance with its obligations under this Agreement and the applicable Documentation, Sentra hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Services as indicated in the Order, beginning on the Effective Date and continuing through the Term, solely for Customer’s internal business purposes.
2. Sentra shall make available Documentation to Customer, in connection with the use of the Sentra Services. The Customer may copy the Documentation as needed for Customer’s own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered as Sentra’s Confidential Information.
3. In order to use the Solution, the Customer is required to establish connectivity between the Solution to Customer’s cloud environment as detailed in Sentra’s Documentation, and thereby allowing Sentra to collect and analyze Customer’s data in such cloud environment. The Customer has sole control over its cloud environment, and over which permissions are granted to Sentra in its access to such cloud environment accounts.

3. Customer Data.

1. As part of the engagement contemplated hereunder, Customer may provide certain data through its use of the Services (collectively the “Customer Data”). All such Customer Data shall be owned by Customer and shall be regarded as Customer’s Confidential Information. Customer hereby grants Sentra a non-exclusive, non-transferable right to use the Customer Data, solely for the purpose of providing the Services. Sentra shall have the right to maintain the Customer Data for such period of time necessary, or required, in order to provide the Services, and as required under applicable law and subject to all other terms and conditions of this Agreement. 
2. The Parties hereby acknowledge and agree that to the extent any personally identifiable information or personal data (as such term is defined under any applicable law) is provided by the Customer to Sentra in connection with the Services (“Customer Personal Data”), then (i) the collection, use, and processing shall be in accordance with any applicable laws, including, data protection laws, and Customer shall ensure to make all necessary disclosures and obtain all required consents (if required), in order to transfer such Customer Personal Data to Sentra for the purposes of performance of this Agreement, (ii) Sentra shall comply with all applicable laws in connection with its use of such Customer Personal Data provided to it by the Customer in connection with this Agreement, and shall process such Personal Data in accordance with Sentra’s Privacy Policy, available at https://www.sentra.io/legal/privacy-policy, and (iii) to the extent necessary under applicable law, the Parties shall enter into a Data Processing Addendum which  shall govern the collection and processing of any such Customer Personal Data.
3. Notwithstanding the foregoing, Customer hereby grants Sentra a non-exclusive, non-transferable, irrevocable, perpetual, worldwide right to use (i) anonymized Customer Data, or (ii) the Customer Data on an aggregated or statistical basis, in each case, solely for the purpose of Sentra internal research, development, and enhancement of its services and products.

4. Use Restrictions.

1. The Customer hereby undertakes that unless otherwise expressly provided herein, it shall not, nor shall it authorize or assist anyone else to: (a) distribute, license, sublicense, or sell the Services to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Solution, the Services or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Solution, the Services or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Solution and/or any Documentation; (e) bundle, integrate, or attempt to integrate with the Solution, the Services or any part thereof any third-party software technology other than as expressly permitted in writing by Sentra (including through the Documentation); (f) use the Solution, the Services or any part thereof for any benchmarking or for competing development activities; and/or (g) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Solution except for Customer’s internal use or as expressly permitted by Sentra in writing. Without derogating from the foregoing, Customer shall take commercially reasonable precautions to prevent any unauthorized access and/or unauthorized usage of the Services, and shall be responsible and liable for any act or omission of its personnel or Users in connection with the use of the Services.

5. Third Party Components. 

1. The Services may use or include third-party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Without derogating from Sentra’s warranties under section ‎8, Sentra disclaims all liability related to any third-party components utilized in the Services. Customer acknowledges that Sentra is not the author, owner or licensor of any Third Party Components, and that Sentra makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

6. Fees and Payment of Fees.

1. Fees. In consideration for the use of the Services, Customer shall pay to Sentra the fees and other consideration set forth in the Order (the “Fees”). Payment shall be due in accordance with the payment schedule set forth in the Order, subject to Sentra’s issuance of a valid invoice.
2. Tax. All Fees are exclusive of any tariffs, duties, or taxes (however designated, levied or based and whether foreign or domestic), including (without limitation) VAT and/or sales tax. Customer will pay or reimburse Sentra as the case may be for all such tariffs, duties or taxes, except for those taxes based on Sentra’s income. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Sentra hereunder, the Customer shall be entitled to withhold said tax at the rate set forth in the certification issued by applicable tax authority or if there is no such certification, at the rate determined by said law, regulation, unless Sentra has presented to the Customer with a tax withholding exemption certificate issued by the applicable tax authority, in which case the reduced withholding tax will apply. Customer may not set off any Fees or payments due to Sentra hereunder.
3. Payment Terms. The payment schedule shall be in accordance with the provisions set forth in the Order. Late payments shall bear interest compounded monthly commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law (whichever is lower). Any payment or part of a payment that is not paid by Customer to Sentra when due shall constitute sufficient cause for Sentra to suspend its performance hereunder and/or terminate this Agreement, provided that a seven (7) business days prior notice was provided to Customer. Except if agreed otherwise under an applicable Order, payment shall be made in United States Dollars by wire transfer only, using banking details provided by Sentra.

7. Confidential Information.

1. Each party acknowledges that it may directly or indirectly receive Confidential Information of the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party, and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information, but in no event with less than a reasonable degree of care. Each party may disclose such Confidential Information to employees and contractors who need to know such Confidential Information in connection with the performance of the Services or obligations under this Agreement.  The receiving party will ensure adherence to the provisions hereof by its officers, directors, stockholders, employees and contractors. Except as contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party without the prior written consent of the disclosing party.
2. The terms of this Agreement shall be considered as Confidential Information, provided that Sentra may disclose the terms of this Agreement to potential investor or acquirers in the framework of a due-diligence process performed by such third parties, or upon written consent from Customer.
3. Notwithstanding the foregoing, a party may disclose Confidential Information to a third party, if disclosure is required by applicable law or to comply with a subpoena or court order, provided that the disclosing party gives the other party prompt written notice (to the extent permitted by law, subpoena or court order) of such legal requirement prior to the disclosure and provides the other party reasonable opportunity to contest the requirement to disclose the Confidential Information.
4. The duty to protect the other party’s Confidential Information shall expire five (5) years from the date of termination of this Agreement; provided that any and all obligations regarding confidentiality in connection with trade secrets shall remain in effect until such information ceases to be considered as a trade secret.  Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party.

8. Term and Termination.

1. This Agreement shall become effective on the day of the last signature hereof (the “Effective Date”) and shall remain in effect for the term defined in the applicable Order(s) (the “Initial Term”). The Initial Term shall automatically renew for successive periods of twelve (12) months (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either Party notifies the other Party in writing of its intent not to renew the Order, not less than thirty (30) days prior to the expiration of the then-current Term.
2. Either party shall have the right to suspend performance or terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within thirty (30) business days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors. A party’s exercise of its termination rights for reason of a breach hereunder shall in no way restrict or diminish such party’s rights to other remedies available in connection with the material breach.
3. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein, and all Services provided by Sentra hereunder shall terminate immediately; (ii) each Party shall return to the other Party all Confidential Information in its possession, custody, or control; provided that Sentra may be permitted to retain a copy of the Confidential Information according to Sentra’s general backup policy, until it is deleted as part of the relevant Party’s standard deletion processes; and (iii) Customer shall remit in full all payments due to Sentra, accruing prior to the date thereof, according to this Agreement and all Order(s). 
4. Sections 4, 7, ‎8, 9.4, 12, 13 and any other terms and conditions which by their nature extend beyond the expiration or termination of the Term shall survive the termination or expiration of this Agreement.

‍

9. Representations and Warranties; Limited Warranty 

1. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; (iii) the individual executing this Agreement on behalf of a party has authority to bind such party to this Agreement and the performance hereof; and (iv) the execution of this Agreement and performance of its obligations and responsibilities under this Agreement do not, and will not, require any consent, approval, order or authorization of any individual, corporation, partnership, business association or other entity that has not been, or will not have been obtained by such party prior to the execution of this Agreement.
2. Sentra warrants, for Customer’s benefit alone, that the Solution shall substantially perform in conformance with its Documentation. Except as set forth in this Section 9.2, Sentra does not warrant or guarantee that the Solution will operate uninterrupted or be free of bugs or errors. The warranty in this Section 9.2 does not cover, and Sentra shall have no responsibility or liability for problems caused by modifications or customizations to the Solution made by anyone else but Sentra, events beyond Sentra’s reasonable control. and/or maintenance within the Customer’s systems affecting the operation of the Solution.
3. For any breach of the warranties contained in Section 9.2, Customer’s exclusive remedy, and Sentra’s entire and sole liability, shall be to use reasonable commercial efforts to repair or adjust the Solution so that they operate as warranted; provided that (i) the Customer has fully paid all applicable Fees, (ii) Customer is not otherwise in breach or violation of this Agreement, and (iii) Customer has reported in writing to Sentra the claimed failure promptly upon discovery.  If Sentra is unable to repair or adjust the Services within sixty (60) days, the Customer will be entitled to terminate this Agreement and recover any prepaid unused amount of the fees covering the remainder of the Term after the effective date of termination. Sentra may disclaim any obligation or liability under this Agreement, including under this Section 9 if Sentra determines that the Solution have been: (i) altered, modified, or serviced by the Customer or any other third party acting on Customer’s behalf or any other third party not approved by Sentra; (ii) improperly accessed or used in a manner other than as specified in the Documentation; or (iii) Customer’s integration and or the combination of the Solution with any third-party product or component not in accordance with this Agreement; or (iv) Customer’s failure to implement any updates, upgrades, and new versions to the Solution provided by Sentra within a commercially reasonable time period.
4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2 ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND SENTRA AND ITS AFFILIATES, MAKE AND GIVE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED, EXPRESS OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO THE SERVICES. 

‍

10. Intellectual Property.

1. Any ideas, inventions, improvements, technology, designs, software, algorithms, documents and other materials, and any derivative works, modifications, techniques or works of authorship in any form, or any other intangible assets or intellectual property, including any patents, copyrights, trademarks, trade secrets, mask works or other intellectual property rights therein (collectively, “Intellectual Property”), which may be included in or relate to the Services, is owned by Sentra and its licensors, shall remain at all times owned by Sentra and its licensors, and is protected by copyright law, patent law, and/or other laws protecting intellectual property rights and international treaty provisions. No license, express or implied, in or to the Intellectual Property of Sentra, its Affiliates, or its licensors (including with regard to any trademark of Sentra, its Affiliates, or licensors) is granted to Customer under this Agreement, other than as explicitly stated hereunder.
2. In the course of the provision of the Services hereunder and in connection with Customer’s use of the Services, Customer may make suggestions or provide inputs and ideas relating to the Services or anything lacking therein (“Feedback”), it is understood and agreed that Sentra would own all such Feedback and any know-how or understanding derived therefrom. Accordingly, Customer hereby forever irrevocably assigns to Sentra all of its right, title, and interest in the Feedback. Any Feedback is provided “as is” without any representation of warranty. 

11. Indemnification.

1. Sentra shall defend, indemnify and hold harmless Customer and its officers, directors, shareholder, employees, Affiliates, and agents (the “Customer Indemnitee”) from and against all costs, damages, losses, and expenses, including reasonable attorneys’ fees and other legal expenses actually awarded by a court of competent jurisdiction, arising from any third-party claims alleging that the Solution, as delivered and used in accordance with the terms of this Agreement, infringes any third-party Intellectual Property rights. As a condition to the defense and indemnity set forth above, the Customer Indemnitee shall give Sentra prompt notice of any such claim made against it and Sentra shall be entitled, by written notice to such Customer Indemnitee, to assume sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of the Customer Indemnitee may be agreed to by Sentra without the prior written consent of Customer Indemnitee (not to be unreasonably withheld, delayed or conditioned); and (b) Sentra shall keep the Customer Indemnitee informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto. The Customer Indemnitee shall give Sentra all reasonable assistance, at Sentra’s cost and expense, necessary in connection with such defense. 
2. It is hereby agreed that Sentra may disclaim any obligation or liability for alleged infringement under Section 11.1 above, if Sentra determines any of the following: (i) Customer altered or modified the Services (or any portion thereof), to the extent that the infringement would not have occurred but for such modification; (ii) Customer improperly accessed or used the Services (or any portion thereof), in a manner other than as specified in the Documentation, to the extent that the infringement would not have occurred but for such improper access or use; (iii) Customer’s integration and or the combination of the Sentra Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination; (iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by Sentra within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer; or (v) Customer breached the terms of the Agreement, to the extent that the infringement would not have occurred but for such breach. 
3. If an injunction is obtained in connection with any third-party action against the Customer’s use of the Services, Sentra may, at its commercially reasonable discretion; (i) obtain for Customer (at no cost to the Customer) the right to continue to use the Services; (ii) modify the Services so it is non-infringing; or (iii) replace the Services with non-infringing ones that comply with the Agreement, provided that such replacement is functionally equivalent. If none of options (i), (ii) and (iii) can be commercially and technically implemented by Sentra, Sentra shall have the right to terminate the Agreement upon thirty (30) days’ written notice. Section 11 states Sentra’s entire liability and Customer's exclusive remedy for any third-party claim for infringement.

12. LIMITATION OF LIABILITY.

1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL OR EQUITABLE BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER INDIRECT COMMERCIAL DAMAGES OR LOSSES) ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. SENTRA’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID FOR THE SERVICES DURING THE TWELVE-MONTH PERIOD PRIOR TO AND GIVING RISE TO THE CLAIM AS SET FORTH IN THE ORDER FORM. THE FOREGOING LIMITATION WILL NOT APPLY TO LIABILITY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY SENTRA.
2. Except for monetary obligations hereunder, neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

13. General

1. The relationships of the Parties to this Agreement shall be that of independent contractors. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other.
2. Neither party may assign or transfer any rights or delegate any duties under this Agreement without the other party’s prior written consent, except that Sentra may, without the need for consent, assign or transfer this Agreement to any Affiliate and/or in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction. Any purported assignment or transfer in violation of this Section 13.2 shall be void.
3. Customer hereby permits Sentra to display Customer’s name and logo on its website and in marketing materials during the Term; Customer may revoke this permission by providing written notice to Sentra.
4. This Agreement, Orders, and its exhibit(s) constitute the entire understanding and agreement between the parties and supersedes any and all prior discussions, agreements, promises and correspondence, whether oral or written, with regard to the subject matter hereof or otherwise. This Agreement may not be amended except by a document in writing signed by both Sentra and Customer.
5. No failure, delay of forbearance of either party in exercising any power or right hereunder will in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof.
6. In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and the unenforceable provision shall be enforced to the maximum extent permissible under applicable law.  Nothing in this Agreement shall be construed or be deemed to create any rights or remedies in or for the benefit of any third party.
7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.  A scanned or electronic version of this Agreement shall be deemed as an acceptable original thereof.
8. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be sent by mail to the address indicated at the preamble of this Agreement or in the Order, and to either Party’s email address indicated in the Order Form or such other address as either Party specified in writing. Any notice sent in accordance with this Section shall be effective within 3 days of the day it is sent. Any notice of default shall be sent by courier to the addresses specified in this Section, with proof of delivery.
9. When provided to Customer for execution in electronic form, Customer hereby waives any rights or requirements under any applicable law which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
10. The Parties expressly agree that this Agreement will be governed by the laws of the Applicable Jurisdiction without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court. “Applicable Jurisdiction” shall mean Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.