RangerMSP Ltd. Product: The software and its related add-on modules.

END-USER LICENSE AGREEMENT (“EULA”)

IMPORTANT – READ CAREFULLY

THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “LICENSEE”) AND RANGER MSP LTD. (AN ISRAELI COMPANY WITH ITS PRINCIPAL PLACE OF BUSINESS IN ISRAEL), ON ITS OWN BEHALF AND ON BEHALF OF ITS SUBSIDIARIES, DIVISIONS AND AFFILIATES (COLLECTIVELY REFERRED TO AS “COMPANY”/”Company”), FOR THE SOFTWARE PRODUCT IDENTIFIED ABOVE WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED MEDIA AND DOCUMENTATION (COLLECTIVELY “LICENSED SOFTWARE”). BY OPENING THE SOFTWARE PACKAGING, COMPLETING THE REGISTRATION OR SERIALIZATION OR ACTIVATION PROCESS, OR INSTALLING, ACCESSING OR UTILIZING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED LICENSED SOFTWARE IN GOOD CONDITIONS TO THE PLACE FROM WHICH YOU OBTAINED IT DURING THE WARRANTY PERIOD FOR A REFUND.

1. Protection/Ownership. The Licensed Software may include software owned by third-parties (collectively “Third-Party Owners”). The Third-Party Owners are third-party beneficiaries of this EULA and You agree to be bound to them under all the terms and conditions of this EULA, unless and to the extent that a separate license agreement for such software governs. The Licensed Software is protected by copyright and other intellectual property laws. Company or a Third Party Owner retains ownership of the Licensed Software and the copies of the Licensed Software provided herewith. The Licensed Software is licensed to Licensee for use subject to the terms set forth in this EULA.

2. Grant of License. Company hereby grants to Licensee and Licensee fully accepts, upon delivery, a nonexclusive, nontransferable right to use, during the Term (unless earlier terminated as provided below), only the executable version (no source code) of the Licensed Software, for which the Licensee have paid for, for its own internal business purposes. Installation of the Licensed Software entails completion of a registration or activation process in which You will be required to enter a serialization code(s) and/or activation key(s) provided to You as part of the Licensed Software and/or follow any other registration requirements. In order to complete the registration process Company will require certain data from You. You acknowledge that without such data Company cannot provide the necessary to complete the registration. You agree not to disclose the serialization code(s), the activation key(s) and any other registration items provided to You to any third party other than an authorized Company reseller or seller (“Reseller”). The Licensed Software requires on-going access to the Internet and You acknowledge that without such Internet access the Licensed Software will not function. The registraion’s serialization code(s) and/or activation key(s) and/or other registration items indicates to the Licensed Software the number of authorized active employees covered by the license and the authorized add-on module/s, if any.

3. Term. If You purchase your first license on or after August 1, 2016, the license Company grants to You is a subscription that runs either month to month or year to year, from the date of your purchase.
If You purchased the license before August 1, 2016, the license Company grants to You is perpetual and you may continue to use the Licensed Software with or without an ongoing support contract.
An addendum to this EULA, signed by both the Licensee and Company, may amend the terms and conditions of this “Term” paragraph.

4. Scope of License. You are allowed only the number of Employee Licenses (“Active Employees”) as purchased and the specific add-on module/s as purchased. The number of authorized Active Employees covered by the license will be visually displayed to You during the registration process and/or in a window in the Licensed Software. Each employee that is configured in the Licensed Software as an Active Employee is considered to be utilizing one Active Employee license.

The features of the Licensed Software which relate to Employees refer only to Active Employees.

Login as a User to the Licensed Software is enabled only to Active Employees. It is possible to define only one User per Active Employee. The Licensed Software does not block concurrent logins using the same Active Employee User, however other software licenses, such as when using an SQL database server, may limit access.

This paragraph shall not limit Licensee from letting other persons who are not employed by him from using the Licensed Software for Licensee’s own internal business purposes; provided, however that the total number of configured Active Employees does not exceed the number of authorized Active Employees covered by the license and that the Licensed Software is used under this EULA.

You are allowed to use only a single set of data, such data being your data only.

5. Additional Active Employees or Add-on modules. If You wish to expand the number of authorized Active Employees covered by your license or to use additional functionality/add-on module/s not yet covered by your license you can purchase the additional licenses from Company or a Reseller. Such added licenses will be affected by the provision of additional serialization code(s) and/or other additional registration procedures required by Company.

6. Transfer. To the maximum extent permitted by applicable law, Licensee may not resell or otherwise transfer for value the Licensed Software. Notwithstanding the foregoing, Licensee may assign all of his licensed rights and duties under this EULA to a third-party that: (a) directly or indirectly controls Licensee; (b) is controlled by or under common control with Licensee; or (c) purchases all or substantially all of Licensee’s assets; provided, however, that (i) Licensee gives written notice to Company of the transfer or assignment; (ii) the permitted third-party assignee agrees to be bound by all the terms herein and completes and returns a registration card or other requested transfer documentation to Company; and (iii) under no circumstance shall any transfer or assignment, unless specifically agreed upon in writing, (1) release Licensee from any prior outstanding obligation under this EULA, or (2) allow Licensee or Licensee’s transferee or assignee, collectively, to utilize more licenses than the number of licenses authorized under this EULA. If You transfer the Licensed Software, You must simultaneously transfer possession of all associated media and documentation, and remove all Licensed Software from Your computers.

7. Restrictions. You agree not to copy the Licensed Software except for backup and disaster recovery purposes, or as described in the documentation comprising the Licensed Software. If You make backup copies of the Licensed Software, the original copy of the Licensed Software and all backup copies that You make may not leave your control and are owned by Company or a Third Party Owner. You agree that this is a license only and that no title passes to You. You agree not to challenge Company’s rights in or otherwise attempt to assert any rights in the Licensed Software, except those provided under this EULA. You agree not to disclose, modify, decompile, translate, disassemble or reverse engineer the Licensed Software. You agree not use the Licensed Software in any unlawful manner or for any unlawful purpose. You agree not to distribute, rent or lease the Licensed Software. You agree not to use the Licensed Software for the business needs of another person or entity, including without limitation providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties. You agree not to use the Licensed Software except as expressly permitted under this EULA. You acknowledge that the Licensed Software contains information deemed confidential or otherwise proprietary to Company or a Third Party Owner, and You agree to handle the Licensed Software with at least the same degree of care employed with respect to Your own confidential or proprietary information.

8. Warranty/Remedy/Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY AND REMEDY SET FORTH BELOW ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. Except as provided for in this EULA, no Company reseller, seller, dealer, agent or employee is authorized to modify or add to the following warranties and remedies.

Company warrants that for a period of ninety (90) days following the initial delivery of the Licensed Software (i) the media on which the Licensed Software is furnished shall be free from defects in materials and workmanship under normal use; and (ii) the Licensed Software will perform substantially in accordance with Company’s user documentation accompanying the Licensed Software when used in accordance with Company operating instructions. Company does not warrant that the Licensed Software will meet Your requirements or that the operation of the Licensed Software will be uninterrupted or error free or that all defects will be corrected. This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, modification, or misapplication of the Licensed Software.

If there is a defect in the Licensed Software such that it does not meet the Limited Warranty provided above, You must notify Company in writing within the 90-day warranty period. Company’s entire liability and Your exclusive remedy with regard to the Limited Warranty, shall be, at Company’s sole discretion, either repair or replacement of the Licensed Software or a refund of the amount paid by You for the Licensed Software (provided in that case that You also return the Licensed Software). Any repaired or replacement Licensed Software shall be warranted for the remainder of the original warranty period.

To the maximum extent permitted by applicable law, except as provided above, COMPANY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY, PERFORMANCE, MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

You acknowledge that the allocation of risk in this EULA reflects the price paid for the Licensed Software and also the fact that it is not within Company control how, and for what purposes, you use the Licensed Software. IN NO EVENT, THEREFORE, WILL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE, OR LOSS OF ANY KIND (INCLUDING LOSS OF PROFITS, BUISNESS, CHARGEABLE TIME, EXPENSES, PRODUCTS, PARTS, ANTICIPATED SAVINGS, GOODWILL, ANY BUSINESS INTERRUPTION OR LOSS OF OR CORRUPTION OF DATA) HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, INCLUDING NEGLIGENCE, STATUTE OR OTHERWISE. In particular, and without limitation, Company shall have no liability for any data stored or processed with the Licensed Software, including the costs of recovering such data. In particular, and without limitation, Company will not be liable for hardware or network-related problems attributable to the operation of the Licensed Software.

If any exclusion, disclaimer or other provision contained in this EULA is held to be invalid for any reason by a court of competent jurisdiction and Company become liable for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the licence fee actually paid by You for the Licensed Software.

9. Prices. Company reserves the right to increase the price in its discretion from time to time.

10. Data Aggregation and Analysis. Company may collect and use aggregate information to measure general usage patterns of the Licensed Software and characteristics of its user base and otherwise to improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information, when provided to third parties, will not reference names, phone numbers, email addresses, or other personally identifiable information, and it will be not traceable to a specific recipient or user email address. The collection process uses different technologies including having the Licensed Software send back to Company encrypted messages using the Licensee Internet connection.

11. Publicity. You grant Company the right to include your company’s name as a customer on our website and other advertising and promotional materials. Within thirty business days after your written request, Company will remove your company’s name from its website and will cease to include the name in new advertising and promotional materials.

12. Governing Law, Disputes. This EULA shall be governed and interpreted exclusively by the laws of the State of Israel, without giving effect to any conflict of laws rules, the sole and exclusive jurisdiction and venue over any dispute between the parties shall be of the competent courts of Israel.

13. Support Services. Separate agreement(s) may apply for support services (such as for support services not provided directly by Company). Please contact Company or the place from which You obtained the Licensed Software for more information regarding such agreement(s).

14. Termination. Your right to use the Licensed Software continues until this EULA is terminated. You may terminate this EULA at any time by destroying all of Your copies of the Licensed Software. This EULA will terminate automatically if You fail to comply with any term of this EULA, You fail to make a required payment, You fail to make a required payment to renew your subscription, You become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt. Upon any termination, You agree to remove immediately all Licensed Software from Your computers, destroy all copies of the Licensed Software, and, upon request from Company, certify in writing Your compliance herewith. Notwithstanding the foregoing, if You purchase a subscription (as provided under Term above) and you fail to make a required payment to renew your subscription the Licensed Software will stop functioning.

15. Severability. If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the EULA to include an enforceable term as close to the intent of the original term as possible; all other terms shall remain unchanged.

16. Whole Agreement. This EULA constitutes the entire agreement between You and Company in relation to the Licensed Software and supersedes any other oral or written communication or representation with respect to the Licensed Software. Any additions to, or modifications of, this EULA shall be binding upon the parties only if the same shall be in writing and duly executed by You and by a duly authorized representative of Company.

17. Waiver. The waiver or failure of Company to exercise in any respect any right provided for in this EULA shall not be deemed a waiver of any further or future right under this EULA.

18. Assignability. This EULA shall inure to the benefit of, and is freely assignable to, Company’s successors and assignees of rights in the Licensed Software.

19. Resellers. If Licensee acquired the Licensed Software through a Reseller, Licensee acknowledges that (i) payment and delivery terms for the Licensed Software must be established separately and independently between the Licensee and the Reseller; (ii) this EULA constitutes the entire agreement between the Licensee and Company regarding the license rights for the Licensed Software as described above and is governs all terms; (iii) the terms and conditions of any purchase order or any other agreement between the Licensee and the Reseller are not binding on Company; (iv) the Reseller is not Company’s agent and is not authorized to alter, amend or modify the terms of this EULA or to otherwise grant any license or other rights relating in any way to the Licensed Software; and (v) Licensee’s nonpayment of any amount due to a Reseller relating to its licensed rights under this EULA shall constitute a basis for Company’s termination of this EULA. Licensee further acknowledges that Company makes no representation or warranty with regard to any services provided by any Reseller, or any actions or failures to act by any Reseller.