1.1. Cywareness offers comprehensive cybersecurity software-as-a-service solutions designed to empower organizations in the face of evolving digital threats. The Cywareness platform is designed to provide businesses with real-time insights to identify and mitigate potential risks. The Cywareness platform offers interactive phishing simulations through email or SMSs and engaging video and quiz content that enhance knowledge and skills.

1.2. The Website offers basic information on our company, our team, our technology and the various services we offer. You can also contact Cywareness through the Website.

1.3. A subscription may be procured through the Services interface. A subscription allows you or authorized representatives (“Admins”) on your behalf to access the Services or certain parts of it and receive access to the Cywareness platform in order to launch a phishing simulation or video training campaigns (each, a “Campaign”) and import or add recipients (“Recipients”) to participate in such Campaign. Recipients’ access to the Services is limited and personal.

1.4. You may be required to provide information about yourself in order to register for and/or use certain Services. All information you provide for registration will be stored and used in accordance with our Privacy Policy available at:https://cywareness.io/privacy-policy/. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are responsible for maintaining the confidentiality of your account and password and for restricting access thereto, and you agree to accept responsibility for all activities that occur under your account or password, including without limitation in connection with any interaction with your Admins, Recipients or by anyone using your accounts and passwords (collectively, “End Users”).

1.5. Cywareness uses commercially reasonable efforts to maintain the highest Services availability. However, Cywareness cannot guarantee that the Services will operate in an uninterrupted or error-free manner. Cywareness performs Services maintenance and uses commercially reasonably efforts to schedule system down-time to off-peak hours and to avoid service interruptions and delays. Cywareness may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. You agree that Cywareness shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.

1.6. You must be at least thirteen (13) years of age to use the Website and Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least thirteen (13) years of age; and (ii) if the User of the Services is under the age of thirteen (13) or is under the age of legal eligibility and capacity in the jurisdiction applicable to such User you hereby confirm that you are the legal guardian of the User and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Website and Services is in compliance with any and all applicable laws and regulations.

1.7. Except as otherwise specified herein, Cywareness is granting you with a limited personal, non-exclusive, non-assignable, non-transferrable, non-sublicensable, revocable (at Cywareness’ discretion) right to access and use the Website and the Services subject to these Terms and in connection with websites, applications, or other web-based services that you own, license, or have a right to use (collectively, the “User Apps”), and in connection with any User Content (as defined below) you chose to upload and/or display in the framework of the Services. These Terms do not entitle you to any right or title in the Website and/or the Services (or any part thereof), other than the rights explicitly granted herein.

2.1. Cywareness offers comprehensive cybersecurity software-as-a-service solutions designed to empower organizations in the face of evolving digital threats. The Cywareness platform is designed to provide businesses with real-time insights to identify and mitigate potential risks. The Cywareness platform offers interactive phishing simulations through email or SMSs and engaging video and quiz content that enhance knowledge and skills.

2.2. The Website offers basic information on our company, our team, our technology and the various services we offer. You can also contact Cywareness through the Website.

3.1. You will pay all amounts due and owing for the Services, including subscription fees, or any other fee or charge associated with your account, in the amount and subject to the payment terms under the applicable Order Form (collectively, the “Subscription Fees”).

3.2.You agree that in the event that Cywareness is unable to collect the Subscription Fees owed to Cywareness for the Services, Cywareness may take any other steps it deems necessary to collect such fees from you and you will be responsible for all costs and expenses incurred by Cywareness in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Cywareness may collect interest at the lesser of 1.0% per month or the highest amount permitted by law on any amounts not paid when due. We may also block your access to the Services pending resolution of any amounts due by you to Cywareness. Except to the extent otherwise expressly stated in these Terms or in an applicable Order Form, all obligations to pay Subscription Fees are non-cancelable and all payments are non-refundable.

3.3. Your Subscription Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales use or withholding taxes, assessable by any jurisdiction. You are responsible for paying any and all such taxes.

3.4. Cywareness reserves the right to modify the Subscription Fees for the Services under one or more Order Forms, effective upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing before the end of the then-current Subscription term.

4.1. You agree that you are solely responsible for the content you upload and/or provide to Cywareness, the Website and/or Services (“User Content”), including any content you upload or display on any User Apps, and for compliance with all laws pertaining to the User Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the User Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the User Content in the framework of the Services and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Cywareness be liable in any way for any (a) User Content that is transmitted or viewed while using the Services, (b) errors or omissions in the User Content, or (c) any loss, damage, cost or expense of any kind incurred as a result of the use of, access to, or denial of access to User Content.

4.2. It is your sole responsibility to obtain any and all consents required under any applicable laws, regarding the posting of any personal information of others which is part of the User Content and to adhere to any applicable state and federal laws regarding such information.

4.3. Without derogating from the above, you expressly agree that the User Content that you post or upload will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited User Content do not constitute an exhaustive list.

4.4. Although Cywareness is not responsible for any User Content, Cywareness may delete, remove, edit or block any User Content available on the Services, at any time without notice to you, if in the sole judgment of Cywareness, such User Content violates any provision of these Terms, or any law or which might be deemed offensive and you are solely responsible for creating backup copies of and replacing any User Content you post on the Website and/or Services at your sole expense. You agree and acknowledge that we may disclose User Content if required to do so by law or in the good faith belief that any such disclosure is reasonably necessary to comply with legal process, enforce these Terms, respond to claims that any User Content violates the rights of third parties or protect our rights, property or personal safety or that of our users and the public.

4.5. You agree not to upload or transmit any User Content that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Cywareness or other users of Services.

4.6. We do not claim any ownership of the User Content and you retain copyright and any other rights you already hold in User Content which you submit, post or display on or through, the Services. You grant us a worldwide, non-exclusive, limited term license to access, use process, copy distribute, perform, export and display User Content only as reasonably necessary to: (a) provide, maintain and improve the Services; (b) prevent or address service, security, support or technical issues; and/or (c) as you expressly permitted in writing. You warrant that you have obtained all rights in the User Content to authorize Cywareness to input, process, distribute and display the User Content as contemplated by these Terms and/or required to provide the Services. When you upload, post, publish or make available any User Content on the Website and/or Services, you grant to (i) Cywareness a non-exclusive, royalty-free license, to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purposes of providing you with the Website and/or Services and to enforce any agreement you may have with Cywareness.

5.1. You assume full responsibility for any use of your End Users in accordance with these Terms and with applicable local, state, federal, national and international laws, regulations and treaties.

5.2. You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End Users will comply with the terms of this Agreement and any Cywareness policies. Cywareness assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please contact [email protected]. Cywareness may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings and terminating accounts.

6.1. You agree that you will not and will not permit any End User to: (i) modify, disassemble, decompile, prepare derivative works of, or reverse engineer the Website and/or Services (or any part thereof); (ii) interfere with or violate any End User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any End Users of the Website and/or Services without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, User Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Cywareness or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Website, Services, or any servers or networks connected to the Services or Cywareness’ security systems; or (ix) use the Services in violation of any Cywareness policy or in a manner that violates applicable law, including but not limited to anti-spam, export control (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries), privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations.

6.2. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless you have been specifically permitted to do so under a separate agreement with Cywareness. You may not offer or enable any third parties to use the Services purchased by you or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

7.1. Cywareness and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and derivatives thereof (except for User Content) and in all trade names, trademarks, service marks, logos and domain names. In addition, Cywareness retains all rights to aggregated and anonymous data derived from use of the Services, with the understanding that such data will not be identifiable as belonging to or emanating from you nor will such data contain information that directly or indirectly identifies you or any other person (natural or otherwise).

7.2. In the course of using the Services, you or the End Users may provide Cywareness with feedback and suggestions regarding the Services. All such feedback and suggestions and all rights therein shall be deemed automatically assigned to Cywareness, without any royalty or accounting obligations to you or the End Users

8.1. 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”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and Cywareness disclaims all liability related thereto. You acknowledge that Cywareness is not the author, owner or licensor of any Third Party Components, and that Cywareness 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.

8.2. The Services may contain links and references to websites and applications. Such links are not under the control of Cywareness and Cywareness is not responsible for the contents of any such link. Cywareness does not endorse, sponsor or confirm any such link and shall not be liable for any communication or transaction that you make with them.

9.1. We can collect or monitor certain content and other information you provide when you use the Services, including when you register or subscribe for an account, add End Users and message or communicate with others. This can include information about how you use the Services, such as the frequency and duration of your activities and the results of your activities. In addition, we collect information about the End Users you are connected to, how you interact with them and the results of their activities. You hereby agree that we can analyze any such content and information for any purpose.

9.2. Without derogating from the aforesaid, collection and use of information provided by you or your End-Users when using the Services shall substantially comply with: (i) Cywareness Privacy Policy located at https://cywareness.io/privacy-policy/, which is incorporated by reference into this Agreement; (ii) the Data Processing Addendum at https://cywareness.io/dpa/; and (iii) the terms and conditions set forth in these Terms.

a. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS, AND CYWARENESS, INCLUDING ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS (THE “CYWARENESS REPRESENTATIVES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CYWARENESS AND THE CYWARENESS REPRESENTATIVES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. CYWARENESS DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY CONTENT OR COMMUNICATIONS BETWEEN USERS. CYWARENESS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CYWARENESS AND/OR THE CYWARENESS REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON

11.2. CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR THE SERVICES TO YOU BY CYWARENESS, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EVEN IF CYWARENESS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL CYWARENESS’ CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO CYWARENESS FOR USE OF THE SERVICES. IF YOU HAVE NOT MADE ANY PAYMENTS TO CYWARENESS FOR THE USE OF THE SERVICES, THEN CYWARENESS SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

11.3. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

11.4. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.

11.5. Nothing in these Terms shall limit or exclude liability for anything that cannot be limited or excluded under applicable law.

a. You agree to defend, indemnify and hold harmless Cywareness, any Cywareness Representative and suppliers from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from: (i) your use of the Website and/or Services (or any part thereof); (ii) breach of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services; (iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Services (including but not limited to obtaining consents from the requisite parties); and (v) your violation of any applicable law or regulation.

a. Your use of the Services is subject to our Cywareness Privacy Policy[1] , and is incorporated to these Terms by this reference. Furthermore, if your use of the Services requires Cywareness to process any personal data Cywareness shall do so at all times in compliance with our Cywareness Data Processing Addendum (https://cywareness.io/dpa/) which is incorporated into these Terms. Additionally, you understand and agree that Cywareness may contact you via e-mail or otherwise with information relevant to your use of the Services, regardless of whether you have opted out of receiving marketing communications or notices.

a. If you have purchased the Services for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a renewal term will begin automatically unless either party provides notice prior to the commencement of the next renewal term. If you fail to comply with any provision of these Terms, Cywareness may terminate your subscription immediately and retain any fees previously paid by you. Sections 3, 4, 5, 6.2, and 7 through 14 inclusive, shall survive any termination of any subscription or Order Form. Upon any termination of your subscription, you must cease any further use of the Services. If at any time you are not happy with the Services, your sole remedy is to cease using the Services and follow this termination process.

15.1. These Terms will be governed by laws of the State of Israel, without regard to its choice of law or conflicts of law principles. You and Cywareness consent to the exclusive jurisdiction and venue of the applicable courts located in Tel-Aviv-Jaffa, Israel, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court of competent jurisdiction. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS.

15.2. These Terms embody the entire understanding and agreement between the Parties respecting the subject matter of these Terms and supersede any and all prior understandings, communications and agreements between the Parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of these Terms conflicts with the terms of such agreement. Cywareness may elect to change or supplement the Terms from time to time at its sole discretion. Cywareness will exercise commercially reasonable business efforts to provide notice to you of any material changes to these Terms. Within ten (10) business days of posting changes to these Terms (or ten (10) business days from the date of notice, if such is provided), they will be binding on you. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after such ten-business-day period, you will be deemed to have accepted the changes to the Terms. In order to participate in certain Services, you may be notified that you are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into these Terms.

15.3. Failure by either Party to exercise any of its rights under, or to enforce any provision of, these Terms will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms will remain in full force and effect.

15.4. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

15.5. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure event.

15.6. These Terms have been prepared in the English language and such version shall be controlling in all respects and any non-English version of these Terms is solely for accommodation purposes.