Master SaaS Agreement

THIS MASTER SAAS AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF CYERA’S PLATFORM AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

IF CUSTOMER REGISTERS FOR AN EVALUATION OF CYERA’S PLATFORM AND SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT EVALUATION.

BY ACCEPTING THIS AGREEMENT, BY (1) LOGGING IN TO OR ACCESSING THE SERVICES, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) PERFORMING AN EVALUATION, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

‍This Agreement was last updated on August 19, 2026.

1. DEFINITIONS

1. “Affiliate” means any entity that has direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

2. “Agreement” means this Master SaaS Agreement.

3. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Cyera includes the Platform, Services, Documentation, and the terms and conditions of this Agreement and all Order Forms and Statements of Work (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction and without breach of any confidentiality obligation, (c) is received by the Receiving Party from a third party without restriction and without knowledge of any breach of any confidentiality obligation, or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.

4. “Customer” in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

5. “Cyera” means the Cyera company described in the “Cyera Contracting Entity, Notices, Governing Law, and Venue” section below.

6. “Documentation” The user manuals, policies and documentation, as updated by Cyera from time to time, provided to Customer in connection with the operation of the Platform and the Services.
   
7. “Effective Date” means the earlier of: (a) the date Customer accepts this Agreement or (b) the date Customer first accesses or otherwise uses the Platform and Services.

8. “Evaluation” access to the Services on a trial basis free of charge.

9. “Fees” all fees as specified in the Order Forms and Statements of Work.

10. “Order Form” means an ordering document (including any addenda and supplements thereto) that references this Agreement and is entered into between Customer or any of their Affiliates and Cyera for the purchase of Services.

11. “Permitted User” means Customer’s or its Affiliates' employees or service providers who are explicitly authorized by Customer to use the Platform.

12. “Reseller” means a partner, reseller or distributor authorized by Cyera.

13. “Services” the Platform, any products or services offered by Cyera and any related Managed Services that Customer purchases under an Order Form.

14. “Statement of Work” the statement of work applicable to the Managed Services purchased by Customer (if any) located at https://www.cyera.com/legal/statementsofwork or at such other URL as Cyera may provide from time to time or as otherwise executed by the parties.

15. “Subscription Term” means the subscription term set forth in an Order Form.

2. EVALUATION SUBSCRIPTIONS

“Evaluation Subscription” means any evaluation, trial, testing, pre-release, proof of concept or other free version or feature of the Services that Cyera makes available to Customer for evaluation purposes. Cyera may offer Evaluation Subscriptions with or without an Order Form. If no Subscription Term is specified in an Order Form or other written agreement between the parties, the Subscription Term for the Evaluation Subscription will be 30 days. Customer may use an Evaluation Subscription only for internal evaluation purposes and may not use it for production or for-profit purposes. No competitor of Cyera, or any employee, contractor or agent of a competitor of Cyera, may access an Evaluation Subscription. Cyera may provide basic technical support for an Evaluation Subscription at its discretion. FOR ANY EVALUATION SUBSCRIPTION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT: (A) THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED; (B) CYERA MAY TERMINATE CUSTOMER’S ACCESS AT ANY TIME, FOR ANY REASON AND WITHOUT LIABILITY; (C) CYERA WILL HAVE NO INDEMNITY OR FORMAL SUPPORT OBLIGATIONS; AND (D) CYERA’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE EVALUATION SUBSCRIPTION WILL NOT EXCEED $1,000. This Section 2 supersedes any conflicting terms in this Agreement with respect to any Evaluation Subscription.

3. SERVICES

1. License Grant. Subject to this Agreement, Cyera shall provide Customer with the Services set forth in an Order Form executed by both parties, and hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable (upon Customer’s uncured material breach of this Agreement) right to access and use remotely the Cyera cloud-based security platform (“Platform”) and specific solutions that are governed by Solution Addendums at https://security.cyera.io/item/addendums which supplements and, are incorporated by reference, to this Agreement solely with respect to applicable products, and Enhancements made available during the subscription term set forth in an Order Form (“Subscription Term”), solely for Customer's internal purposes and in accordance with the Documentation (defined below).

2. Provision of Services. Cyera will (a) make the Services available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation (as defined below) and (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Cyera shall give advance electronic notice), and (ii) Force Majeure. Cyera reserves the right to make changes to the Services at any time and from time to time, provided, however, that Cyera will not materially decrease the functionality of the Services during a Subscription Term.
   
3. Affiliates. Customer’s Affiliate may purchase Services from Cyera by entering into an Order Form, which is governed by the terms of this Agreement and which will establish a new and separate agreement between the Customer’s Affiliate and Cyera. If Customer’s Affiliate resides in a different country than Customer, then the Order Form may include modifications to terms applicable to the transaction(s) (including, but not limited to, tax terms and governing law).

4. Artificial Intelligence. The Services include artificial intelligence, machine learning, and related technologies. Cyera provides those technologies under the Artificial Intelligence Addendum available at https://security.cyera.io/item/addendums (the “AI Addendum”), which is incorporated into this Agreement. 

5. Custom Deployment. Pursuant to Section 8.2, Customer must purchase Professional Services in advance if Customer elects to implement the Platform in a Custom Deployment. A “Custom Deployment” is a deployment not described in the Documentation as a standard deployment or Managed Services, including “bring your own” architecture or any custom deployment approach necessary to meet Customer’s internal requirements. Cyera is under no obligation to enable Custom Deployments unless Customer purchases Professional Services as agreed to in an Order Form. Cyera does not provide standard support or services offerings for Custom Deployments.

6. Enhancement and Support. Cyera may make available updates, patches, bug fixes, upgrades, and new versions to the Platform or Services from time to time (collectively, “Enhancements”). Customer will accept, and to the extent applicable to any Customer-deployed components promptly install, all Enhancements that Cyera identifies as necessary for the proper functioning of the Services. Cyera will not be responsible for the proper performance of the Services, or for any security issue affecting the Services, to the extent arising out of or relating to Customer’s failure to accept or implement any such Enhancement in a timely manner.

4. PAYMENT AND INVOICING

1. Payments. The Customer will pay all fees as specified in the Order Forms and Statements of Work (the “Fees”). Payment obligations are non-cancelable and, unless this Agreement explicitly states otherwise, non-refundable. All payments must be made in U.S. dollars. Cyera will invoice Customer as detailed in the relevant Order Form, with payment due within 30 days of the invoice date unless otherwise specified in the Order Form. If Customer fails to pay any undisputed invoice within five days of the due date, Cyera may apply late interest on the outstanding balance at 1.5% per month or the maximum rate permitted by law, whichever is less.

2. Taxes. Fees are exclusive of all value added, sales, use, goods and services, property or similar taxes. Customer is responsible for paying all taxes applicable to its purchase and use of the Services, including sales, value added, use, and similar taxes, but excluding those on Cyera’s net income.

3. Resellers. If Customer purchases the Services from a partner, reseller or distributor authorized by Cyera (“Reseller”), then: (a) any references in this Agreement to an Order Form will refer to the applicable ordering document between Customer and the Reseller; (b) this Agreement governs Customer’s access to and use of the Services, except for any payment-related terms (including, but not limited to, pricing, invoicing, billing, payment methods, and late payment charges), which are solely between Customer and such Reseller; and (c)  Customer must direct any claims related to billing, refunds, or credits to the Reseller, who is solely responsible for handling such matters.  Any additional or inconsistent terms agreed to between Customer and the Reseller are solely between those parties and will not apply to or bind Cyera.

5. USE OF SERVICES

1. Permitted Users. The Platform may be accessed solely by Permitted Users. Customer will ensure that the Permitted Users comply with the terms of this Agreement at all times and shall be fully responsible for any breach of this Agreement by a Permitted User and for any use of its Platform account. Customer must promptly notify Cyera upon becoming aware of any unauthorized access to or use of the Platform.

2. Usage Limits. Services are subject to the usage limits specified in an Order Form. If Cyera determines that Customer has exceeded its contractual usage limit in the Services, Cyera will notify Customer and Customer will, within 30 days of such notice, purchase additional usage rights at the rates specified in the then current Order Form, prorated for the remainder of the applicable Subscription Term. If Customer remains non-compliant after such 30 days, Cyera may suspend access to the Services or terminate the Agreement for material breach, in addition to any other available rights and remedies at law, equity, or otherwise.
   
3. Usage Restrictions. Except as expressly set forth in this Agreement or as permitted by the Services, Customer shall not, and shall not permit any Permitted User or third party to: (a) disassemble, reverse engineer, decompile or otherwise attempt to find the underlying code of the Services; (b) copy, modify, adapt, translate or otherwise create derivative works of Cyera’s code or the Services; (c) rent, lease, sell, assign, or otherwise transfer rights in the Documentation or Services to any third party; (d) remove any proprietary notices or bypass any Cyera security measure; (e) use the Services or any part thereof in violation of applicable laws; (f) combine Services with any code, platform or services not provided or approved by Cyera; (g) use the Services to develop a similar or competing product or service; or (h) permit any Cyera competitor to access the Services without Cyera’s prior written consent.

4. Suspension. Cyera may immediately suspend Customer’s access to the Services if Customer’s or any Permitted User’s use of the Services breaches the Agreement or in Cyera’s reasonable judgment imminently threatens the security, integrity or availability of the Services. Cyera will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy the issue before suspension and will promptly restore Customer’s access to the Services when the issue has been resolved. If Cyera suspends Customer’s right to access or use any portion or all of the Services under this Section, Customer remains responsible for all fees and charges for the remainder of the applicable Subscription Term and will not be entitled to any credit or refund.

5. Third Party Services. Customer may provide third-party entities, personnel or applications with access to Services on behalf of Customer and solely for Customer’s internal use (“Third Party Services”). Customer authorizes Cyera to provide the necessary access or revocation of access to such Third Party Services as requested by Customer. Cyera has no obligation to monitor, support or maintain the availability of any Third Party Services. Customer remains solely responsible for Third Party Services and the acts or omissions of Third Party Services.

6. Early Access and Beta Services. From time to time, Cyera may make services or functionality designated as beta, pilot, limited release, early access, developer preview, non-production, evaluation, or a similar description available to Customer at Customer’s option (“Early Access and Beta Services”). Early Access and Beta Services must be used in accordance with Cyera’s instructions, are for Customer’s internal use only, and are not considered “Services” under this Agreement (except that the restrictions on Customer’s rights in and to the Services apply to its use of the Early Access and Beta Services). Cyera has no obligation to support or make Early Access and Beta Services available. Cyera may discontinue Early Access and Beta Services at any time in Cyera’s sole discretion and may never make them generally available. CYERA WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH EARLY ACCESS AND BETA SERVICES.

6. CUSTOMER DATA

1. Customer Data. As between the parties, Customer owns and retains all right, title and interest (including all intellectual property rights) in and to electronic data and information submitted by Permitted Users to the Platform (“Customer Data”). Customer grants Cyera a non-exclusive, worldwide, royalty-free, fully paid, transferable (in the event of an assignment permitted by Section 12.6) right and license during the Subscription Term to use Customer Data solely to perform its obligations under this Agreement, for the fulfillment of legal obligations and as otherwise set forth expressly in this Agreement. Cyera may monitor Customer’s use of the Services and Customer Data to detect and prevent fraud, misuse, and abuse of the Services, to improve Services and for security and compliance purposes.

2. Protection of Customer Data. During the Subscription Term, Cyera will maintain appropriate administrative, physical, and technical safeguards designed to protect of the security, confidentiality and integrity of Customer Data.

3. Data Processing Agreement. To the extent Customer Data contains personally identifiable information, Customer represents and warrants that it has provided all appropriate notices, obtained all required consents or authorizations, has an ongoing legal basis, and has complied with applicable privacy laws and regulations to allow Cyera to collect, receive, process, use and store the Customer Data to perform the Services. If Cyera and Customer do not have a Data Processing Agreement (“DPA”) in place, then the DPA available at www.cyera.io/legal/dpa applies to Cyera’s processing of Customer Data. Customer acknowledges that Cyera may collect and process information regarding the configuration, performance, security, access to, and use of, the Services (“Account Data”) for its internal business purposes, including for identity verification, billing, support, investigation and prevention of system abuse, maintenance, development and/or improvement of the Services, communication with Permitted Users and fulfillment of legal obligations. Account Data is not subject to the DPA.

4. Usage Data. Cyera may collect and analyze information relating to the provision, use and performance of the Services in an aggregated and anonymized format such that (a) it does not identify Customer nor any Permitted User, (b) no Customer Data is disclosed and (c) Customer is not identified as the source of any Usage Data (“Usage Data”). All right, title, and interest in Usage Data (other than any Customer Data incorporated therein), and all intellectual property rights therein, belong to and are retained solely by Cyera.

5. Business Associate Agreement. If Customer is a “covered entity” or “business associate” and Cyera receives “Protected Health Information” from Customer as part of the Customer Data, the Business Associate Agreement available at https://security.cyera.io/item/addendums is made part of this Agreement.

7. PROPRIETARY RIGHTS AND LICENSES

Reservation of Rights. Cyera, its Affiliates and its licensors reserve all right, title, and interest (including all intellectual property rights) in and to the Services, Tools, methodologies, intellectual property developed independently in provision of Managed Services, the Documentation, related and underlying technology and updates, enhancements, upgrades, modifications, patches, workarounds, fixes, and derivative works of  any of the foregoing (“Background IP”). To the extent such Background IP is incorporated into a Managed Service, Cyera grants Customer a non-exclusive, non-transferable, non-sublicensable royalty-free license during the term of this Agreement solely as necessary to use the Services.  Use of and access to the Services is licensed, not sold, and no rights are granted to Customer other than as expressly set forth in this Agreement. The Platform is offered as an online, hosted solution, and Customer has no right to obtain a copy of the Platform or any software or code underlying the Platform.

1. Feedback. Customer and its Permitted Users may provide Cyera with suggestions, ideas, enhancement or correction requests, feedback, recommendations, or other information regarding the Services, exclusive of any Customer Confidential Information therein (“Feedback”). To the extent Customer provides Feedback, Cyera and its Affiliates may use such Feedback for any purpose, without restriction or obligation to Customer.  Feedback is not Confidential Information and does not create any confidentiality obligations for Cyera. Cyera will not identify Customer as the source of such Feedback.

8. PROFESSIONAL SERVICES AND MANAGED SERVICES

1. Managed Services. Cyera may provide onboarding, data analysis, and other standardized and prepackaged professional services related to the Services (“Managed Services”), as set forth in an Order Form and described in the applicable service description made available at https://security.cyera.io/ or at such other URL as Cyera may provide from time to time (“Services Brief”). Customer must purchase Professional Services in accordance with Section 6.2 for any development work, work-for-hire, or customization of the Services. Any such Order Forms, Services Briefs, or SOWs (defined below) will be incorporated into and subject to the terms of this Agreement.

2. Professional Services. Customer and Cyera may agree to non-standard services related to custom development or implementation of the Platform in a non-standard deployment configuration in the Customer’s environment (“Professional Services”) in a statement of work (“SOW”). The SOW for these required Professional Services will include scope, start date, duration, resource allocation, assumptions and estimated cost. Any change to the scope of work during the engagement must be documented in a written Change Order which describes the specific changes, impact on cost, schedule and other relevant terms. Unless otherwise agreed in the SOW, the work must commence in the Subscription Term in which it was purchased. Any services or associated work that have not already commenced by the date that is twelve (12) months after the start date of the applicable Order Form (the "Services Expiration Date") shall be forfeited to Cyera and shall not be refundable unless scheduling issues are due to Cyera. These services are separate from and in addition to any support, subscription, and/or licensing fees. Cyera shall have no obligation to enable any custom deployment unless the required SOW has been executed by Customer and Cyera. Ongoing support of custom deployments may incur additional fees.

9. CONFIDENTIALITY

1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who are subject to contractual or professional confidentiality obligations containing protections not materially less protective of the Confidential Information than those herein. Additionally, Cyera may disclose the terms of this Agreement to a potential investor or purchaser, provided that such disclosure is subject to confidentiality obligations materially as protective as those set forth herein.

2.  Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Partyif required by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

1. Mutual Warranty. Each party represents that (i) it has validly entered into this Agreement and has the legal power to do so.

2. Cyera Performance Warranties. Cyera warrants that during an applicable Subscription Term (a) the Services will perform materially in accordance with the applicable Documentation and (b) any Managed Services and Professional Services will be provided in a professional and workmanlike manner. 

3. Remedies. Cyera will use reasonable efforts to correct a verified breach of the warranties in Section 10.2 reported by Customer. If Cyera fails to correct such verified breach of warranty within 30 days after Customer's report, either party may terminate the Order Form or SOW as it relates to the non-conforming Service, Professional Services, or Managed Services and Cyera will refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Subscription Term or for the non-conforming Managed Services or Professional Services, as applicable. To receive these remedies, Customer must report the breach of warranty in reasonable detail within 30 days after discovering the issue in the Services or 30 days after delivery of the relevant Managed Services. The foregoing remedies are Customer’s exclusive remedies and Cyera’s sole liability for breach of Section 10.2

4. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER ACCEPTS THE CODES, SERVICES, AND WORK PRODUCT “AS IS” AT THE TIME OF PURCHASE AND ACKNOWLEDGES THAT CYERA MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY  IMPLIED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE  OR NON-INFRINGEMENT. CYERA FURTHER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S NEEDS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. CYERA IS NOT LIABLE FOR (i) ANY LOSS, COST OR DAMAGES ARISING OUT OF THIRD PARTY SERVICES OR (ii) ANY CONSEQUENCES ARISING FROM CUSTOMER’S USE OF OR DECISION MADE WITH RESPECT TO AI OUTPUTS. CUSTOMER AGREES THAT CUSTOMER’S PURCHASES ARE NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, OR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY CYERA REGARDING FUTURE FUNCTIONALITY OR FEATURES.

11. LIMITATION OF LIABILITY

1. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF DAMAGES, OR ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY EVENT, EACH PARTY’S ENTIRE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID AND PAYABLE TO CYERA FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 (TWELVE) MONTHS PRECEDING THE APPLICABLE CLAIM. MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT.

2. Exclusion of Consequential and Related Damages. THE LIMITATIONS SET FORTH IN SECTION 11.1 SHALL NOT APPLY TO ANY CLAIM ARISING UNDER THIS AGREEMENT: (A) DUE TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR FRAUDULENT MISREPRESENTATION; (B) SUBJECT TO INDEMNITY OBLIGATIONS UNDER SECTION 12; (C) THAT CANNOT BE LIMITED BY APPLICABLE LAW.

12. MUTUAL INDEMNIFICATION

1. Indemnification by Cyera. Cyera will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer’s permitted use of any Service infringes such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, reasonable attorney fees and costs finally awarded against the third party claimant as a result of a Claim Against Customer or for any settlement of a Claim Against Customer that is approved in writing signed by an authorized officer of Cyera. If Cyera receives information about an infringement or misappropriation claim related to a Service, Cyera will in its discretion and at no cost to Customer (a) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Cyera’s warranties under Section 10, (b) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or, if Cyera, in its sole discretion, determines that options (a)-(b) are not commercially reasonable, (c) terminate Customer’s subscriptions for that Service and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent that a Claim Against Customer arises from (i) Customer’s use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Cyera or reasonably contemplated by the Documentation, if the Services or use thereof would not infringe without such combination, (ii) modifications to the Services made or authorized by Customer or (iii) Customer’s breach of this Agreement or applicable Order Forms and Statements of Work. This Section 12.1 states Cyera’s sole liability to, and Customer’s exclusive remedy against, Cyera for any Claim Against Customer.

2. Indemnification by Customer. Customer will defend Cyera, its Affiliates, and their respective officers, directors, employees, successors, and assigns against any claim, demand, suit or proceeding made or brought against Cyera by a third party arising from Cyera’s use of Customer Data (a “Claim Against Cyera”) and will indemnify and hold Cyera harmless from any damages, reasonable attorney fees and costs finally awarded against the third party claimant as a result of a Claim Against Cyera or for any settlement of a Claim Against Cyera that is approved in writing signed by an authorized officer of Customer.

3. Procedures. Each party’s obligations under Sections 12.1 (Indemnification by Cyera) and 12.2 (Indemnification by Customer) are conditioned on the indemnified party (a) providing the indemnifying party with prompt written notice of any claim (provided that the indemnified party’s failure to provide prompt written notice will only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party’s ability to defend or settle such claim), (b) granting the indemnifying party the sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. The indemnified party may participate in a claim with its own counsel at its own expense. The indemnifying party may not settle any claim without the indemnified party’s consent unless it unconditionally releases the indemnified party from all liability.

13. TERM AND TERMINATION

1. Term of Agreement. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section 13, shall remain in full force and effect until six months after all Order Forms have expired or have been terminated (the “Term”).

2. Termination. A party may terminate this Agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes subject to insolvency, bankruptcy, receivership, trust deed, liquidation or assignment for the benefit of creditors, or if a proceeding for the same is instituted against that party and is not dismissed within 60 days.

3. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Cyera will refund Customer any prepaid fees covering the remainder of the Subscription Term of all Order Forms after the effective date of termination. If this Agreement is terminated by Cyera in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the Subscription Term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Cyera for the period prior to the effective date of termination.

4. Effect of Termination. Upon the earlier of expiration or termination of this Agreement, the rights and licenses granted to Customer hereunder will immediately terminate, Customer will cease use of the Services and Documentation, and Customer will promptly destroy and dispose of all copies of the Documentation in its possession or control. After such thirty (30) day period, Cyera will have no obligation to maintain or provide Customer Data, and shall delete or destroy all copies of Customer Data in Cyera’s possession or control in accordance with its data deletion policy.

5. Surviving Provisions. The provisions of this Agreement (including all Order Forms and Statements of Work) that, by their nature, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive, including but not limited to Sections 6, 7, 9, 11, 12 and 13. The termination of this Agreement shall not limit either party from pursuing any other remedies available to it under applicable law.

14. GENERAL PROVISIONS

1. Export Compliance; Anti-Corruption. The Services, Cyera technology, and derivatives thereof may be subject to export laws and regulations of the United States and other applicable jurisdictions. Cyera and Customer each represents that it is not on any government list of persons or entities prohibited from receiving exports, accessing services, or transacting with the other party. Customer will not permit any Permitted User to access or use any Service in violation of applicable export control or sanctions laws or regulations, including those of the United States, the European Union, the United Kingdom, and other relevant authorities. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

2. Compliance with Law. Cyera will provide the Services in accordance with its obligations under laws applicable to Cyera's provision of such Services to its customers generally, without regard to Customer's particular use of the Services and subject to Customer's use of the Services in accordance with this Agreement. Customer will comply with laws applicable to its use of the Services

3. Force Majeure. Except for payment obligations, any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, insurrection, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outages, or any other event beyond the reasonable control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as reasonably possible.

4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

5. Amendment and Waiver; Severability. Cyera may update this Agreement from time to time in its sole discretion. Any such modifications will be effective upon posting the updated version at https://www.cyera.com/legal/saas-agreement-click. It is Customer’s responsibility to regularly review the foregoing link for updates. By continuing to access or use the Service after the updated Agreement is posted, Customer agrees to be bound by the revised terms. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or preclude any further exercise thereof or the exercise of any other right, remedy, or power. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party granting the waiver. If any court of competent jurisdiction adjudges any provision of this Agreement to be to be illegal, unenforceable, or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable but will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, that either party may assign this Agreement in its entirety (including all Order Forms and Statements of Work), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or other change of control of such party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

7. Cyera Contracting Entity, Notices to Cyera, Governing Law, and Venue. The Cyera entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on the Cyera entity listed in the applicable Order Form.

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8. Manner of giving notice and notices to Customer. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing or (c) except for notices of termination or an indemnifiable claim, the day of sending by email. Billing related notices to Customer will be addressed to the relevant billing contact designated by Customer, and legal notices to Customer will be addressed to Customer and be clearly identifiable as legal notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer in the Order Form.

9. Publicity.

1. Customer agrees that Cyera may use Customer’s name and logo (“Customer Marks”) in Cyera’s customer lists, website, and other marketing materials to identify Customer as a customer of the Services. Any other use of Customer’s name or logo must be mutually agreed upon in writing.

2. Upon Customer’s written request, Cyera will cease any new use of Customer Marks in Cyera’s customer lists or future marketing materials. This cessation obligation will take effect after Cyera’s receipt of Customer’s request. For clarity, Cyera will not be required to remove or modify any previously created or published materials that include Customer Marks, including but not limited to blog posts, case studies, presentations, or other historical or archived content agreed to by the Parties. Such materials may remain available in their existing form.

10. Miscellaneous. This Agreement is the entire agreement between Cyera and Customer regarding Customer’s subscription to the Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any terms included in a purchase order, website, purchasing portal, or other ordering instrument issued by Customer  are void even if signed or otherwise accepted or acknowledged by Cyera. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (a) the Order Form, (b) the Statement of Work, (c) the DPA (if applicable), (d) any other addendum, supplement, or exhibit incorporated into this Agreement, (e) this Agreement and (f) the Documentation. Titles and headings are for convenience only and will not affect the interpretation of this Agreement. This Agreement may be executed electronically and in counterparts.