TALON TERMS AND CONDITIONS  

Last Revised: September 7, 2023

Talon Cyber Security Ltd. and its affiliates under common ownership and control (“Talon”, “our”, “we” or “us”) offer enterprises (each, a “Customer”) the Talon Enterprise Browser (“Enterprise Browser”) which is intended to enable Customers to monitor, detect and remediate online and remote work security risks. The Enterprise Browser may be made available by Talon through its desktop browser, browser extension, or mobile application. In addition, our Website located at https://talon-sec.com/ (“Website”) offers information on Talon, as well as demos and trial versions of the Enterprise Browser (if such are made available by us). The Website together with the Enterprise Browser, except if specifically otherwise designated, shall be referred to herein as the “Services”. “Users” or “you” refer to (I) Customer’s first user of the Services or otherwise End User who was designated by Customer as admin (“Customer Admin”), and (II) end users invited by Customer and/or by Customer Admin (e.g., employees and contractors of Customer) who access the Services under Customer’s account (the “End User(s)”). Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.

By entering to, connecting to, accessing, or using the Services, you acknowledge that you have read and understood these Terms and Conditions (the “Terms and Conditions”), including our Privacy Policy  (the “Privacy Policy”, and collectively with these Terms and Conditions and any applicable Order Form, the "Agreement") and you agree to be bound by the Terms and to comply with all laws and regulations that apply to your use of the Services and you agree that this Agreement constitutes a binding and enforceable legal contract between Talon and you. 

ATTENTION - PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER.

CUSTOMER (AND ANY CUSTOMER ADMIN ON ITS BEHALF) HEREBY REPRESENTS, AGREES AND ACKNOWLEDGES THAT (I) CUSTOMER ADMIN HAS BEEN DESIGNATED BY THE CUSTOMER AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND THE CUSTOMER TO THIS AGREEMENT; AND (II) THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN CUSTOMER AND TALON.

CUSTOMER, CUSTOMER ADMIN, AND END USER, HEREBY REPRESENT AND WARRANT THAT CUSTOMER ADMIN AND END USER’S USE OF AND ACCESS TO THE SERVICES, ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.

Any separate written agreement entered into between Talon and Customer with respect to the use and access to the Services shall take precedence over conflicting provisions in this Agreement.    

  1. The Services

  1. Talon Services. The Services is comprised of the Enterprise Browser and the online dashboard intended to allow Customer Admin to access and utilize the Enterprise Browser’s insights and capabilities. The Customer’s End Users shall use the Enterprise Browser when they browse the web in connection with any workplace-related tasks or applications (i.e. services that are affiliated to their engagement with the Customer, hosted in Customer’s environment and/or connected or integrated in any manner to Customer’s internal network or systems). The Enterprise Browser can either be facilitated by installing the Enterprise Browser on the End User’s computer device or mobile phone or by adding the Enterprise Browser extension to any other browser (to the extent made available by Talon under its sole discretion) and thereby allowing Talon to collect and analyze data concerning End Users’ browsing activities (including but not limited to their use of Customer’s browser-based business applications).
  2. Modification of the Services. Talon may continuously update its Services with new capabilities or offerings or replace and/or discontinue some of the capabilities with others. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations.    

  1. Registration and User Account
  1. Account Registration. In order to use the Services, Customer Admins and End Users must register and open an account through the Website or as otherwise directed and/or operated by Talon before accessing the Services (the “Talon Account”). To complete your Talon Account registration, we may require certain information which will include your name, e-mail, organization and password. We may allow Customer Admin to invite other End Users to enroll to the Services as End Users associated with Customer’s Talon Account.
  2. Customer Admin Permissions. A Customer Admin holds and may delegate through the Services different roles and permissions to End Users, such as without limitation, to designate other End Users as Customer Admin(s), configuration of permitted browsing activities and other options as may be offered by Talon from time to time.  
  3. Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Talon) of your Talon Account and for all activities that occur under your Talon Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Talon Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your Talon Account if we determine that you or anyone on your behalf is using your Talon Account in a manner that violates this Agreement.
  4. User Updates. If you wish to modify your Talon Account information, or if you wish to terminate your Talon Account, you may do so by contacting Talon support available at support@talon-sec.com. Your Talon Account will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date, you will no longer be able to access your Talon Account and the permissions, rights and licenses granted to you under this Agreement shall terminate.

NOTE THAT TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR TALON ACCOUNT. TALON SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.

  1. License to the Enterprise Browser; Intellectual Property Rights

  1. License to the Enterprise Browser. Subject to your compliance with this Agreement, and unless otherwise agreed in writing between you and Talon, Talon grants you a limited, worldwide, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license to access and use the Services, all solely for Customer’s internal business purposes, in accordance with this Agreement. Except as stated above, no other rights in the Services are granted.

  1. Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Talon and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the Content in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services; (x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) infringe or violate any of the terms and conditions of these Terms and Conditions. You hereby agree that upon Talon’s request, you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of this Agreement.

  1. Talon Intellectual Property. Any proprietary and intellectual property rights in and to the Services including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Talon’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein, are owned and/or licensed to Talon or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under federal and state United States law, foreign laws and international conventions.

  1. Feedback. In the event that Users provide Talon with any suggestions, comments or other feedback relating to the Services (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is deemed as the sole and exclusive property of Talon and you hereby irrevocably assign to Talon all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or that you are otherwise precluded from providing to Talon, and shall promptly inform Talon as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.

  1. Mobile App Stores. Since you can download the Enterprise Browser mobile application (“App”) from a third-party mobile application marketplace (e.g. App Store) or similar distributors (“App Providers”) your use of the App may also be subject to the terms and conditions of the App Providers in connection with your use of the App. You hereby agree to comply with the App Providers terms and conditions that apply to you.

  1. Enterprise Browser Evaluation

  1. Talon may make the Enterprise Browser available to Customers for the purpose of evaluating the Services for reduced fees or free of charge at its discretion (“POV Subscription”). The term of the POV Subscription shall commence upon your first access to the Services and continue until the earlier of (a) the end of the applicable POV Subscription period agreed by the parties, (b) the start date of any subscription to the Services that you purchase pursuant to an Order Form, or (c) termination of the POV Subscription by Talon for any reason, or for no reason at all, by sending you a termination notice with immediate effect.

  1. THE POV SUBSCRIPTION IS PROVIDED “AS IS” FOR LIMITED EVALUATION PURPOSES ONLY, AND TALON DOES NOT WARRANT THAT THE POV SUBSCRIPTION WILL OPERATE WITHOUT ERROR OR INTERRUPTION. TALON SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Order Form; Fees

  1. Order Form. We may require you to execute an order form in order to allow you access or to subscribe to the Services (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Services (“Fees”), the scope of the Services, subscription plan and term, additional payment, and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by mutual acceptance in writing. The Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any kind (excluding taxes based on Talon’s income); Customer shall be responsible for paying any and all such taxes.

  1. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Talon may collect interest compounded daily 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 Talon when due shall constitute sufficient cause for Talon to suspend its performance hereunder and terminate this Agreement, provided that a seven (7) business days prior notice was provided. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, all obligations to pay Fees are non-cancelable, and all payments are non-refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Talon regarding future functionality or features.

  1. Talon may modify the Fees or applicable pricing for the Services, entering into effect 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.

  1. Confidentiality

  1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required in the scope of this Agreement. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party. Upon termination or expiration of this agreement for any reason or upon Customer’s written request, Talon shall return or permanently destroy all Customer Data in its possession.        

  1. Customer Data

 

  1. Customer Data. As part of the Services, Customer may provide certain data through its use of the Services or otherwise allow the Services to collect certain information (collectively the “Customer Data”). All such Customer Data shall be owned by Customer and shall be regarded as Customer’s Confidential Information. Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available through the Services.

  1. License to Customer Data. Customer hereby grants Talon a non-exclusive, non-assignable, non-transferable license to use Customer Data made available to us in the scope of Customer’s use or access to the Services (including for the collection storage, processing, analysis, display, transfer and creation of derivatives, thereof) for the purpose of providing the Services, as contemplated hereunder. Talon will store and maintain Customer Data for the period of time necessary for it to provide the Services.

  1. No Use of Enterprise Browser for Personal Activities. The Enterprise Browser is intended for browsing activities that are strictly affiliated with your work and/or engagement with Customer, such as accessing Customer’s online business applications or internal networks and systems.

PLEASE NOTE THAT UNLESS AGREED OTHERWISE BY CUSTOMER AND TALON, THE ENTERPRISE BROWSER IS NOT INTENDED TO BE USED FOR ANY BROWSING ACTIVITIES WHICH ARE CONSIDERED AS ‘PRIVATE’ NON-WORK RELATED ACTIVITIES. IN PARTICULAR, YOU MAY NOT ACCESS, PROVIDE, MAKE AVAILABLE OR DISPLAY ANY SENSITIVE PERSONAL DATA SUCH AS PERSONAL DATA CONCERNING HEALTH, RELIGIOUS BELIEFS, AND SEXUAL ORIENTATION (WHETHER SUCH PERSONAL DATA PERTAINS TO YOU OR TO A THIRD PARTY) WHEN USING THE ENTERPRISE BROWSER.

  1. Anonymous Cumulative Information. Without derogating from the foregoing, you hereby grant Talon a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Customer Data that has been anonymized and that cannot be used to identify or otherwise understood to be related to any specific individual or to Customer, for the purpose of internal research or otherwise improving or enhancing the Services (or any part thereof).

  1. No Use of Underlying Data. Inherent to the use of the Services and specifically your use of the Enterprise Browser, Customer may allow us to have access to view the underlying data related to browsing activities processed by the Enterprise Browser (“Underlying Data”). Processing of such Underlying Data is not required for us to provide you with the Services and we undertake that we will not process such Underlying Data or otherwise make any use of it except as necessary to provide the Services.  

  1. Privacy and Data Security

  1. Talon Privacy Policy. We respect the privacy of our Users and are committed to protecting the personal data you share with us or that we collect in connection with your use of the Services. In the scope of the provision of the Services, certain personal data may be collected, processed, stored, and analyzed. Such personal data may be obtained directly from End Users or Customer Admins (as data subjects) or from the Customer Admin or Customer where such personal data pertains to other End Users, all in accordance with the Privacy Policy. By accessing or using the Services you agree to the Privacy Policy.

  1. Talon and Customer hereby acknowledge and agree that to the extent any personal data (as such term is defined under any applicable law) is transferred by Customer to Talon 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 Talon for the purposes of performance of this Agreement, (ii) Talon 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 (iii) to the extent necessary under applicable law, Talon and Customer shall enter into a Data Processing Addendum which shall govern the collection and processing of any such Customer Personal Data.

  1. Availability

The Services’ availability and functionality depend on various factors, such as communication networks, software, hardware, and Talon’s service providers and contractors. While Talon uses commercially reasonable efforts to maintain service availability, we cannot guarantee that the Services will operate in an uninterrupted or error-free manner. Talon performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. Talon will use commercially reasonable efforts to notify you in advance of any scheduled downtime.

  1.  User Eligibility

You must be at least eighteen (18) years of age to use the Services. By using the Services and agreeing to this Agreement, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to this Agreement and approved of the User’s continued use of the Services subject to this Agreement; (iii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services is in compliance with any and all applicable laws and regulations.  

  1.  Disclaimer of Warranties

CUSTOMER EXPRESSLY ACKNOWLEDGES THE SPECIFIC NATURE OF THE SERVICES AS A CYBER SECURITY PRODUCT AND SERVICES, WHICH ARE AN UNCERTAIN PROCESS, BASED ON PAST EXPERIENCES, CURRENTLY AVAILABLE INFORMATION, AND KNOWN THREATS. ALL INFORMATION SECURITY SYSTEMS ARE VULNERABLE TO SOME DEGREE, AND TALON CANNOT GUARANTEE THAT CUSTOMER’S SYSTEMS AND COMPUTER NETWORKS WILL BE IMMUNE FROM VULNERABILITIES AND RISKS, AS A RESULT OF THE USE OF THE SERVICES. TALON DOES NOT WARRANT, REPRESENT OR PROVIDE ANY ASSURANCE THAT THE SERVICES WILL IDENTIFY ALL POSSIBLE VULNERABILITIES OR PROPOSE EXHAUSTIVE AND OPERATIONALLY VIABLE RECOMMENDATIONS TO MITIGATE THESE EXPOSURES. THEREFORE, TALON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

CUSTOMER AGREES AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THEREOF, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. 

  1.  Indemnification

  1. Indemnification by Talon. Talon shall defend Customer from and against any claim by a third party alleging that the Services, when used as authorized under this Agreement, infringes or misappropriates such third party’s trademark, United States patent, copyright, or trade secret. Talon shall indemnify and hold Customer harmless from any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by Talon (including reasonable attorneys’ fees). The foregoing shall not apply for claims arising from (i) modification of the Services (or any portion thereof) by Customer; (ii) Customer improperly accessing or using the Services in a manner other than as specified in the documentation provided by Talon; (iii) Customer’s integration and or the combination of the 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 Talon 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’s breach the terms of the Agreement.

  1. Indemnification Procedure. The Customer will: (a) provide prompt written notice of the claim and give Talon sole control over the defense and settlement of the claim, and (b) provide to Talon its full and timely cooperation. Talon shall have the right to defend against any such claim with a counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate provided that it will not enter into any settlement which does not fully relieve the Customer of all liability or that otherwise requires Customer to admit any wrongdoing, without Customer’s written consent.

  1. Limitation of Liability

  1. EXCEPT WITH RESPECT TO DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT THIS AGREEMENT, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF TALON TO PERFORM UNDER THIS AGREEMENT, AND ANY OTHER ACT OR OMISSION OF TALON BY ANY OTHER CAUSE WHATSOEVER.

  1. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, A PARTY IS FOUND TO BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT, EITHER PARTY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO TALON UNDER APPLICABLE ORDER FORM DURING THE TWELVE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN A PARTY’S LIABILITY SHALL NOT EXCEED US $1,000. IN ANY CASE, NO ACTION MAY BE BROUGHT BY CUSTOMER IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.

  1. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR TALON’S PROVISION OF THE SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF TALON AND/OR ANY TALON AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.

  1. Term and Termination

  1. Term. This Agreement is effective upon (i) Customer’s acceptance of this Agreement, or (ii) the effective date of an applicable Order Form, whichever occurs first, and ending upon the subscription end date indicated in an applicable Order Form (unless otherwise terminated earlier accordance with this Section 14. Unless otherwise specified in the Order Form, (i) each Order Form will have a term of twelve (12) months (the “Initial Term”) beginning on the effective date of such Order Form; (ii) after the Initial Term, such Order Form will automatically renew for twelve (12) month periods (each a “Renewal Term”) unless either party provides the other party with at least sixty (60) days’ written notice prior to the end of the Initial Term or the then-current Renewal Term.

  1. Termination for Breach. Either party shall have the right to 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, ceases to pay so, or makes an assignment for the benefit of creditors.

  1. Termination of Evaluation Period. If Customer does not have a paid subscription to the Services, Talon may suspend, limit, or terminate the Services and this Agreement for any reason at any time without notice.

  1. Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein, and all Services provided by Talon hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to Talon, accruing prior to the date thereof, according to this Agreement and all Order Forms. Section 6, 13, 14, 16 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.

  1.  Amendments to this Agreement

Talon may change this Agreement from time to time, at its sole discretion and without any notice. Talon will notify Customers regarding substantial changes to this Agreement through the Services and/or we will send you notifications regarding such changes to the e-mail address you provided us (if applicable). Such substantial changes will take effect seven (7) days after such notice was provided on our Services or sent via email. Otherwise, all other changes to this Agreement are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Unless otherwise agreed by the parties, if the parties have executed an Order Form, any updates or modifications of these Terms and Conditions shall only apply to the subsequent subscription term.

  1.  General

  1. Relationship of the Parties. This Agreement do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

  1. Governing Law and Jurisdiction. 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.

  1. Assignment. Neither party may  assign, sublicense or otherwise transfer any or all of its rights or obligations under this Agreement, without the other party's prior written consent; provided, however, either party may assign this Agreement its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  1. Marketing Permission. Customer grants Talon the right to use its company name and logo as a reference for marketing or promotional purposes on Talon’s website and in other public or private publications or presentations with its existing or potential customers and investors, subject to Customer’s standard trademark usage guidelines as may be made available to Talon by Customer. Customer may revoke said right by providing a written notice to Talon at legals@talon-sec.com.

  1. Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

  1. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.  

  1. Notices. Customer acknowledges that notices provided by Talon in connection with this Agreement shall be provided as follows: via the Services, including by sending you notices through the Enterprise Browser, e-mail, phone or first class, airmail, or overnight courier. Customer further confirms that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed delivered the earlier of (a) receipt; or (b) 24 hours of delivery. Talon shall use your contact details that we have in our records in connection with providing you notices. Notices to Talon shall be sent to  legals@talon-sec.com or sent to 80 Menachem Begin St, Tel Aviv, Israel.

  1. Without limitation, Customer agrees that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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