HomeMy WebLinkAboutContract # : C20-0537 - CELLEBRITE, INC - Execution Date: 7/1/2020 Cellebrite Inc. C20-0537
7 Campus Drive •'•
Suite 210 • • ellebrite Digital intelligence
Parsippany New Jersey 07054
••• fora safer world
United States
Tel.+1 800 942 3415
Fax.+1 201 848 9982 Quote
Tax ID#:22-3770059
DUNS:033095568
CAGE:4C9Q7 Quote# Q-148249-1
Company Website:http://www.cellebrite.com Date: May 21,2020
Bill To Ship To
Glendale Police Department 6835 N.57 Dr.
6835 N.57 Dr. City Of Glendale
Glendale,Arizona 85301 Glendale,AZ 85301
United States United States
Contact:Denise Krause Contact:Denise Krause
Phone:623/930-3398 Phone:623/930-3398
End Customer:Glendale Police Department
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00026398 Jun 20,2020 Net 30 USD Sean Fritts
Product Code Product Name Qty6e Start'Date'> t End Date Serial Number Net PricelUnit Net Price
A-SOW-07-023 UFED Touch Ultimate SW 1 ( Jul 01,2020-), Jun 30,2021 7204571 USD 3,700.00 USD 3,700.00
renewal
UFED Touch Ultimate SW renewal
A-SOW-11-003 UFED 4PC ultimate SW 1 Jul 01,2020 Jun 30,2021 64707702 USD 3,700.00 USD 3,700.00
renewal
UFED 4PC ultimate SW renewal
SubTotal USD 7,400.00
Shipping&Handling USD 0.00
Sales Tax(0.00%) USD 0.00
Total USD 7,400.00
Comments:
Billing Schedule Details:
For further information please email Sean Fritts at sean.fritts@cellebrite.com or call 973.206.7742
Terms and cond'itions:.
-Payment er-ns:Ner30J'1.5%per month interest on late payment
-Shipping:FCA,Parsippany,NJ,USA:Limited Warranty:Hardware: 12 Months;Software:60 days;Touch Screen:30 days
Cellebrite has two different terms of sale.
Any purchase of unlocking.services are governed b?
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Any other purchases of products or services,including training,are govemed-by)
f�ittp/lAe al.cellebrite.com/us/index.html. - -fir' _
to addition to these terms,software is licensed by Cellebrite in accordance with an_end user license agreement available at:)
1t ://Iegal.cellebrite.corn7End-Oser-License Agreement.titm.—
In the event of any dispute as to which terms apply,Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
Quote Number:Q-148249-1
Prepared by Sean Fritts
Page 1 of 2
Customer acknowledges and agrees that Cellebrite may,at any time and in its sole discretion,announce end-of-life("EOL")and cease
provision of any support,updates and/or upgrades with respect to its UFED Touch2 units and any related accessories.Additional details
shall be set forth in the end-of-life notice,which will be published at least eighteen(18)months prior to the EOL date.If the UFED Touch2
product is declared EOL,Cellebrite customers will be encouraged to migrate(at Customer's expense)to Cellebrite's next generation
product,in which case the license term to the UFED Touch2 product will be transferred to the next generation product.Orders for UFED
Touch2 units(including software renewals for such UFED Touch2 units)are non-cancelable and non-refundable.
*SALES TAX DISCLAIMER:Cellebrite Inc.is required to collect Sales and Use Tax for purchases made from the following certain U.S.
States.Orders are accepted with the understanding that such taxes and charges shall be added,as required by law.Where applicable,
Cellebrite Inc.will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc.Cellebrite Inc.will not
refund tax amounts collected in the event a valid sales tax certificate is not provided.If you are exempt from sales tax,you must provide us
with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.
Please include the following information on your PO.for Cellebrite UFED purchase:
-Please include the ORGINAL QUOTE NUMBER(For example-Q-XXXXX)on your PO
-CONTACT NAME&NUMBER of individual purchasing and bill to address
-E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality
Quote Number:Q-148249-1
Prepared by Sean Fritts
Page 2 of 2
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CELLEBRITE-PERFORMED UNLOCKING
SERVICES TERMS AND CONDITIONS
AGREEMENT
THIS Cellebrite-Performed Unlocking Services Terms and Conditions Agreement (the "Terms" or the "Agreement")
applies to any unlocking, obtaining the passcode, decrypting, accessing, and/or extraction of information or data
(including transmission, storage, copying, or analyses), by Cellebrite using its Process (collectively, the "Services"),
performed on an electronic device, including a portable electronic device such as a mobile phone or tablet, computer
systems, programs, applications, servers, telecommunications or electronic communications systems, media, intellectual
property (including, but not limited to, copyrightable material, trade secrets and know-how) (the "Device(s)"). In
performing such Services, Customer expressly acknowledges and understands that Cellebrite may, if relevant to the
Services, circumvent technology or physical measures designed to protect against unauthorized access to Devices,
including those that effectively control access to material protected by various intellectual property Laws, as well as use
or provide technology to achieve any such circumvention.
This Agreement is by and between Cellebrite Inc. ("Cellebrite") and the entity submitting such request(the"Customer").
Any other sales terms and conditions shall also apply as referenced in the applicable quote, invoice, or purchase order,
including Cellebrite's Terms and Conditions of Sale and Service document located at:
http://legal.cellebrite.com/us/index.html ("Sales T&C's"). This Agreement shall control over any conflict with the Sales
T&C's.
1. DEFINITIONS.The following capitalized terms shall have the meaning set forth below:
"Affiliate"means Cellebrite's parent corporation, an entity under the Control of Cellebrite's parent corporation at
any tier, or an entity Controlled by Cellebrite at any tier.
"Control" means the power to direct or cause the direction of the management and policies of an entity, whether
through the ownership of 50%or more of the outstanding voting interests in such entity or otherwise.
"Law(s)" means any laws, declarations, decrees, directives, common laws, legislative enactments, orders,
ordinances, regulations, rules, guidance, or other restrictions or requirements of or issued by a governmental
authority, or any of the foregoing's equivalents, including any amendments, changes or updates thereto, including
any constitutional, privacy, U.S. 4th Amendment, GDPR, ITAR, EAR, FCPA, anti-bribery, fraud, wiretapping
(including 18 U.S. Code § 2511), search & seizure, import, export, health, Personal Information, or other data
security laws.
"Personal Information" means any information that can identify an identifiable person, and includes, but is not
limited to: (a) an individual's name together with address, Social Security Number, Tax identification number,
driver's license number, identification card number, phone number, date of birth, password or other security
credentials or other information that can identify an individual; (b) credit, debit or other payment card
information,bank account or other financial institution information, credit history, credit reports or other financial
information; (c) customer proprietary network information, including without limitation call and message detail,
type and use of products or services, account numbers, identifying numbers of wireless devices or other
information related to telecommunications usage; and, (d) compensation or benefits information,protected health
information, marital status, number of dependents, background checks, disciplinary action or other information
related to employment.
"Process"means the proprietary processes by which Cellebrite performs the Services,which is considered highly
confidential and a trade secret of Cellebrite and its Affiliates.
"Territory."means the United States of America,its territories, and Canada.
"Third Party"means an individual or entity other than the Customer, Cellebrite and Cellebrite's Affiliates.
2. PURCHASE ORDER; CONTROLLING DOCUMENT; SERVICES; NO GUARANTEE OF RESULTS;
PRICING AND FEES;DUE DATE/INTEREST; SHIPPING.
2.1 Purchase Order. By submitting a Device or paying for Services to Cellebrite, such actions constitute a binding
agreement between Customer and Cellebrite. Customer is expressly agreeing to all the terms and conditions in
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this Agreement, and any applicable terms and conditions of sale including the Sales T&C's.
2.2 Controlling Document. The Parties hereby expressly acknowledge and agree that in the event of any conflict
between the terms and conditions contained in this Agreement, and the terms and conditions of any other
document, invoice, purchase order (PO), instrument or agreement, prepared or submitted by the Customer to
Cellebrite for the Services (the"Document"), even if subsequent to this Agreement,that the terms and conditions
of this Agreement shall control.All of Customer's preprinted terms, URL's, or hyperlinks in any Document, shall
neither be binding on the Parties, nor deemed to modify this Agreement, and are expressly rejected, regardless of
when issued by Customer and/or received by Cellebrite, or even if signed by Cellebrite. For the avoidance of
doubt, should such Document contain language that purports to supersede and/or control over this Agreement,the
Parties hereto expressly acknowledge'and agree that such Document shall have no such legal effect between the
Parties. By Customer providing the Device to Cellebrite, such action by Customer constitutes full acceptance of
the terms and conditions of this Agreement, even if Customer does not sign this Agreement, quote, or any other
document with Cellebrite. Any modification of this Agreement must be done in accordance with Section 10.1 and
not by a Document, even if such Document is signed by Cellebrite.
2.3 Services.Before Cellebrite performs any Services on a Device, Customer expressly agrees, covenants,
represents, and warrants that it shall, and it is providing Cellebrite with a valid and legally-issued search warrant,
assistance order, subpoena, court order, owner consent form, or other authorization (including as authorized by
applicable law) (the"Authorization Document"),that permits Cellebrite to perform such Services lawfully on the
Device. Cellebrite is under no obligation to perform any Services until Cellebrite receives the Authorization
Document and Customer ensures, to Cellebrite's complete satisfaction and in Cellebrite's sole discretion, that the
Authorization Document expressly permits Cellebrite to perform the Services without violating any Laws. In the
event that Cellebrite determines that the Customer does not have the proper Authorization Document, as
determined in Cellebrite's sole discretion (which can be unreasonable), Cellebrite shall not perform the Services
with respect to such Device and is entitled to recover its expenses in making such determination, as well as
Cellebrite's costs in returning such Device to the Customer.
2.4 No Guarantee of Results. The Customer understands, expressly acknowledges and agrees that the Service and
Process are experimental and does not work on all Devices. Consequently, Cellebrite cannot and does not
guarantee that the Service or Process will be successful on a Device or be conducted in any particular timeframe.
Consequently, any information, data, OS, applications, the Device itself, or any other software/hardware
components of the Device may be modified, lost, damaged, corrupted, or even deleted in the Process and Service
(in some cases irreparably), and Customer fully accepts and assumes all risk related to Cellebrite's actions,
Process and Services for such Device, including that the Device may be lost in transit or completely malfunction
and not work upon return.
2.5 Pricing and Fees. Any prices quoted by Cellebrite are in U.S. dollars, and all Cellebrite quotes expire thirty
(30)days after the quotation issuance date. Cellebrite's prices are exclusive of transportation, shipping, insurance,
federal, state, local, excise, import, export, value-added, customs duties, use, sales, property (ad valorem) and/or
any other similar taxes or duties, now in force or hereafter, enacted or applied by a governmental authority
(collectively,the"Fees"). Customer expressly agrees, covenants and warrants to pay any such Fees, in addition to
the prices quoted or invoiced. If Cellebrite is required to collect the foregoing, the Customer will pay such
amounts unless the Customer has provided Cellebrite with a valid tax exemption certificate authorized by the
appropriate taxing authority.
2.6 Due Date; Interest. Payment of all amounts due hereunder shall be made by Customer within thirty(30) days
after Cellebrite's invoice date. The Customer shall make payment to Cellebrite's advised bank account by wire
transfer of immediately available funds, unless otherwise specified by Cellebrite. If the Customer seeks to pay
any invoice using a credit card, Cellebrite may assess a convenience fee equal to three percent (3%) of the total
amount of such invoice or the Fees due. Cellebrite may also assess an interest charge of up to one and one- half
percent (1-1/2%) per month on all amounts which are not timely paid (but not to exceed the maximum lawful
rate), accruing daily and compounding monthly from the date such amounts were due. Customer also expressly
agrees, covenants and warrants to reimburse Cellebrite for any collection's costs relating to any,late invoices that
exceed ninety(90)days,including attorney's fees, collections costs,expenses and disbursements.
2.7 Shipping. The Customer shall ship any Device to Cellebrite DDP Cellebrite's location in New Jersey, United
States of America (Incoterms 2010), Virginia, United States of America (Incoterms 2010), or Ontario, Canada
(Incoterms 2010). In the foregoing cases, Customer is the seller for purposes of the Incoterms 2010. In certain
cases, Cellebrite may need to ship the Device to another location, and the Customer shall be responsible for all of
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Cellebrite's Fees to and from such other location, in any such case. Cellebrite shall return the Device to the
Customer by shipping the Device FCA Cellebrite's location in New Jersey, United States of America (Incoterms
2010),Virginia,United States of America(Incoterms 2010), or Ontario, Canada(Incoterms 2010).
3. OWNERSHIP. Cellebrite and its Affiliates (or any of its licensors), retain ownership of all right,title and interest in
and to the Services and to the Process, including any aspect thereof. Nothing in this Agreement constitutes a sale,
transfer or conveyance of any right,title or interest in the Services,Process or any aspect thereof.
4. CONFIDENTIALITY.All Confidential Information shall remain the property of Cellebrite. Cellebrite may disclose
to the Customer proprietary marketing, technical or business information about its business, customers, or plans, or
information relating to the subject of the Terms, the Device, the Services or the Process (collectively, the
"Confidential Information").All aspects of the Process,the fact that the Customer is using the Services, and the terms
and conditions of this Agreement are the Confidential Information of Cellebrite without any marking requirement.
The Customer shall hold Confidential Information regarding any aspect of the Services or Process in the strictest
confidence,limit the disclosure of such Confidential Information to only such of its employees having a need to know
such Confidential Information, and use the same degree of care as it exercises to protect its most confidential
information; but in no case, less than a reasonable standard of care. Subject to the requirements in the preceding
sentence, Customer shall: (a)hold Confidential Information of Cellebrite in confidence using the same degree of care
as it normally exercises to protect its own proprietary information but at least a standard of reasonable care; (b)
restrict disclosure and use of Confidential Information of Cellebrite to its employees, agents, contractors or
consultants with a need to know, and not to disclose it to any other parties; (c) advise Customer's employees, agents,
contractors and consultants of their obligations with respect to Cellebrite's Confidential Information; (d) not copy,
duplicate, compile, reverse engineer, disseminate, or decompile Cellebrite's Confidential Information; (e) use
Cellebrite's Information only in furtherance of performance under these Terms; and, (f) upon expiration or
termination of these Terms,return or destroy all Cellebrite Confidential Information.
Customer shall have no obligation regarding any Cellebrite Confidential Information that: (x) was previously and
lawfully known to it free of any confidentiality obligation(except as a result of having entered into a purchase order
under these Terms or any previous version thereof); (y) was independently developed by it without access or
reference to, or use of, any Confidential Information of Cellebrite; or(z) is or becomes publicly available other than
by unauthorized disclosure.
If Customer is faced with legal action or a requirement under applicable Law to disclose or make available Cellebrite
Confidential Information received hereunder, Customer shall promptly notify Cellebrite and, upon Cellebrite's
request, cooperate in contesting such action or requirement, and shall seek a protective order, court seal, attorney's
eyes only, confidential treatment, or other appropriate measures to ensure the confidentiality of such Cellebrite
Confidential Information, and in the event that any disclosure is required, shall only disclose the minimum amount of
Cellebrite Confidential Information required to comply.
5. EXCLUSIVE REMEDIES; LIMITATION OF LIABILITY; CUSTOMER REPRESENTATIONS,
COVENANTS AND WARRANTIES; DISCLAIMER OF WARRANTIES; CUSTOMER INDEMNITY.
5.1 Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this Section 5,
Cellebrite shall be deemed to include its Affiliates and its and their directors, officers, employees, agents,
partners, members, representatives, contractors, consultants, shareholders, subcontractors and suppliers; and the
term "damages", as used herein, shall be deemed to refer collectively to any injury, damage, loss, cost, punitive
damages,disbursements,travel, liability, fees,penalties, or expenses incurred.
5.2 Exclusive Remedies. Cellebrite's entire liability and the Customer's exclusive remedies against Cellebrite for
any claims, liabilities, expenses, or damages caused or related to any Process or Services, including any defects or
failures, or any other matter relating to this Agreement, whether arising in law, equity, contract, tort including
negligence,strict liability or any other theory of liability be:
5.3.1 For bodily injury or death to any person proximately caused by Cellebrite, the Customer's direct
damages; and,
5.3.2 For claims other than as set forth above, Cellebrite's total and aggregate liability, for all claims in the
aggregate, shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid
by the Customer to Cellebrite under the applicable quote, and under these Terms during the twelve(12)month
period that immediately preceded the event that gave rise to the applicable claim.
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5.5 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CELLEBRITE AND ITS
AFFILIATES SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY REFERRED BY
CUSTOMER, WHETHER DIRECTLY OR INDIRECTLY, FOR INCIDENTAL, SPECIAL,
EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY
NATURE OR KIND, INCLUDING LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND,
WHETHER OR NOT CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN
EXCLUSIVE REMEDY.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY,
FOR ALL CLAIMS IN THE AGGREGATE, OF CELLEBRITE AND ITS AFFILIATES TO
CUSTOMER OR ANY THIRD PARTY REFERRED TO CELLEBRITE BY CUSTOMER
HEREUNDER,WILL BE EQUAL TO THE AMOUNTS PAID BY CUSTOMER TO CELLEBRITE FOR
THE SERVICES RELATING TO THE DEVICE GIVING RISE TO THE MOST RECENT CLAIM.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING
LIMITATIONS ARE FAIR AND REASONABLE, AND ANY PRICES QUOTED BY CELLEBRITE
WOULD BE SUBSTANTIALLY HIGHER WERE IT NOT FOR THE LIMITATION OF LIABILITY,
DISCLAIMERS, CUSTOMER'S REPRESENTATIONS, COVENANTS AND WARRANTIES,
INDEMNIFICATION OF CELLEBRITE, AND CELLEBRITE'S DISCLAIMER OF WARRANTIES
PROVISIONS SET FORTH HEREIN.
5.6 No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT BY APPLICABLE LAW,
CELLEBRITE DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO ANY PROCESS OR SERVICE.
5.7 Customer Representation, Covenants and Warranties. Customer hereby expressly covenants, represents and
warrants to Cellebrite, that effective as of each date that the Customer submits a Device or requests the Services:
(i) it has all necessary authority and consents to enter into this Agreement; (ii) nothing in these Terms conflicts
with any other agreement to which the Customer is a party; (iii) it has obtained the necessary rights,
authorizations,permissions and proper and irrevocable consent of any individual whose Personal Information will
be disclosed, accessed, or used by Cellebrite, and such consent, authority and Personal Information has been
obtained in accordance with applicable Law, including without any fraud or deception; (iv) the Device that the
Customer provides to Cellebrite has no viruses, time bombs, drop-dead logic or other code that could harm
Cellebrite's devices, hardware, software, information systems or other electronic devices; (v) the Customer shall
provide any assistance or information required by Cellebrite to perform the Process and Services; (vi) the
Customer has and shall maintain the necessary rights,permissions, and authority to possess the Device, authorize
Cellebrite to perform the Services, and to provide the Device to Cellebrite, under applicable Law; (vii) the
Customer has taken all appropriate technical and organizational measures to ensure appropriate handling of
Personal Information and to prevent misappropriation thereof; (viii) any Device provided to Cellebrite by the
Customer is owned by persons or entities subject to the jurisdiction of the Territory; (ix) that Cellebrite has the
right, permission and authority to receive the Device and perform the Services, including performing any
extraction, disclosure, use, analyzing, transmission, or saving of data or information (including transmitting or
analyzing such data or information outside the Territory); (x) that if Customer has entered into a contract with a
third party to perform and request the Services from Cellebrite, that the third party expressly understands, agrees
and acknowledges that Cellebrite will be receiving and performing the Services on such Device; (xi) it will pay
for any expenses, costs, fees, and/or disbursements, including attorney's, expert, travel, or consulting fees,
incurred by Cellebrite related to the Services contemplated herein, or anything arising out of Agreement, and all
of the foregoing shall be wholly and fully borne by Customer without any dispute thereof; (xii) that any
Document provided to Cellebrite is current, valid, and officially-issued in accordance with applicable Law, and is
not expired or been conditioned, revoked, or modified in any manner, and Cellebrite is fully justified in relying
upon the Document and all of Customer's representations, statements, warranties, and covenants herein to
perform the Services; (xiii) that Cellebrite, by receiving and performing any Services on the Device, will not be
violating or in violation of any Law; and, (xiv) that the Authorization Document expressly authorizes, empowers
and provides Cellebrite all necessary rights,permissions, consents, and authorizations to perform the Services and
receive the Device, including saving, transmitting, using, analyzing, or disclosing any extraction, data, or
information from the Device across any borders, including U.S. and/or Canadian borders,without contravening or
violating any applicable Laws.
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5.8 Warranty Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND UNLESS
EXPRESSLY SET FORTH HEREIN, CELLEBRITE, ITS AFFILIATES, AND ITS AND THEIR
SUBCONTRACTORS AND SUPPLIERS, EXPRESSLY DISCLAIMS AND RENOUNCES, ANY AND
ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, AT COMMON LAW, BY STATUTE, OR
IMPLIED, RELATING TO THE PROCESS, THE CONFIDENTIAL INFORMATION, OR THE
SERVICES,AND SPECIFICALLY DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATIONS
AND WARRANTIES, INCLUDING ANY WARRANTY OF PATENT SUFFICIENCY, OF
MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, USE, VALUE,
NONVIOLATION OF PRIVACY RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY, AND ALL WARRANTIES ARISING FROM ANY
COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, AND THE EQUIVALENTS
THEREOF UNDER THE LAWS OF ANY JURISDICTION.
Without limiting any of the foregoing, Cellebrite expressly disclaims and renounces any warranty or
representation that the Process or Services can work with all types of Devices, any particular Device, or
with any particular version of an operating system whether used by Apple, Inc. devices, Android-based
devices, or any foregoing equivalents. Customer assumes the entire risk and all liabilities that the Process
and Services will not work with respect to a Device. THE CUSTOMER'S BENEFITS FROM THE
PROCESS AND SERVICES ARE PROVIDED BY CELLEBRITE ON AN "AS-IS" AND "WHERE IS"
BASIS AND WITH ALL FAULTS.
5.9 Device Backups. Before the Customer provides any Device to Cellebrite, Cellebrite strongly recommends that
the Customer back up any data on such Device. IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR
SUPPLIERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY
KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO, LOSS OF, OR CORRUPTION
OF, THE DEVICE, ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM
CELLEBRITE PERFORMING THE SERVICES ON SUCH DEVICE, OR EVEN TO THE OPERABILITY OF
THE DEVICE ITSELF, OR AS A RESULT OF A FAILURE OF THE SERVICES OR DEVICE OR
MALFUNCTION OF THE SERVICES OR DEVICE.
5.10 Customer's Indemnification Obligations. To the maximum extent permitted by Law,the Customer will, at its
expense: (i) fully indemnify, defend, and hold Cellebrite and its Affiliates, officers, directors, members,partners,
agents, independent contractors, suppliers, and employees completely harmless from and against any and all
actual, threatened or alleged loss, proceeding, claim, judgment, suit, damage, demand, penalty, liability of any
kind or nature, cause of action, or other obligation, including without limitation all damages, litigation costs and
expenses, attorneys' fees, settlement payments, fines, disbursements, or penalties, arising from or related to: (a)
any breach of this Agreement by Customer; (b) the Services or Process violating Law or a third parry's rights,
including without limitation a person's privacy or fourth amendment rights under the United States Constitution
(or any other similar foreign, state or local Law); (c) any misappropriation of a person's list of contacts or other
Personal Information; (d)any violation of applicable Law by the Customer hereunder; (e)any violation of Law by
Cellebrite in performing the Services or receiving the Device; (I) any matter arising from this Agreement; (g)any
misrepresentation, deception, fraud, or any non-fulfillment of any representation, responsibility, covenant or
agreement on the Customer's part; or, (h) the Customer sending a Device to Cellebrite from outside the
Territories, or Cellebrite sending a Device to the Customer's designated location outside of the Territories; (ii)
reimburse Cellebrite for any damages, expenses, costs, losses, deductibles, and liabilities (including attorney fees,
consulting fees and/or expert fees) incurred relating to such claim(s) arising from this Agreement, the Services,
the Device, or the Process; and, (iii)pay all settlements, expenses, penalties, damages and costs assessed against
Cellebrite or its Affiliates arising from this Agreement,the Services,the Device, or the Process.
In addition to the indemnity obligations set forth in Section 5.10, the Customer shall be obligated, at its sole cost
and expense, to defend Cellebrite, its Affiliates, and its and their directors, officers, members, partners, agents,
employee and independent contractors, pursuant to this Section 5.10, regardless of whether the suit, proceeding,
claim or demand in question actually gives rise to or otherwise results in any loss, damages, or liability.
Cellebrite shall advise the Customer about any such suits, proceedings, claims, demands, damages, losses or
liability within a reasonable period of time after having received actual notice thereof. The Customer shall have
sole control of the defense of any such suit, proceeding, claim or demand and of all negotiations in connection
with the settlement or compromise thereof, except with respect to any claim brought by a governmental body,the
United Nations or another customer of Cellebrite, for which only Cellebrite shall be responsible for the defense of
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such claim. Customer expressly agrees that Cellebrite can participate in the defense of any such suit,proceeding,
claim or demand.
Customer's indemnification obligations shall survive any termination or expiration of this Agreement.
6. TERM AND TERMINATION; SURVIVAL.
6.1 Term. The term of this Agreement commences on the date the Customer either mails the Device to Cellebrite
or pays for the Services, and continues until the later of the fifth (5th) anniversary of the most recent quote paid
for by the Customer to Cellebrite, or seven (7) years from the date that the Device was mailed back to the
Customer.
6.2 Termination. Cellebrite may terminate this Agreement without cause and at any time, and for any or no reason
upon written notice to Customer, and if applicable, Cellebrite shall issue a refund on a pro-rata basis minus any
shipping costs or Fees incurred. Cellebrite shall have the right to terminate this Agreement upon thirty(30) days'
prior written notice to the Customer if the Customer has not cured any material breach of these Terms by the end
of such thirty(30)day notice period,and Cellebrite shall not be required to provide any refund to the Customer in
the event of any such termination. Upon termination of these Terms for any reason, (i) the Customer shall be
responsible for payment for all amounts due hereunder before the effective date of termination or immediately
thereafter; and (ii) the Customer shall destroy all copies of any Cellebrite Confidential Information that has not
been returned to Cellebrite in accordance with Section 4.
6.3 Survival. The provisions of Sections 1, 3, 4, 5, 6, 7, 8, 9, 10 and 11 of these Terms shall survive any
termination in accordance with their terms,in addition to accord obligations.
7. CHOICE OF LAW; JURISDICTION; LITIGATION SUPPORT AND TESTIMONY.The Parties agree to meet
and discuss any dispute or claim relating to these Terms prior to seeking any judicial resolution, for a period of at
least thirty (30) days, during which either Party may request confidential mediation. In the event that either Party
requests confidential mediation,the Parties shall conduct a minimum of two (2)days of confidential mediation with a
neutral mediator selected by the American Arbitration Association in New York, New York. Any dispute or claim
relating to these Terms that is not resolved through meetings and discussions and/or mediation shall be solely and
exclusively resolved in the federal courts located in the State of New York.
If the Customer is the federal government of the United States of America (or an agency thereof);these Terms shall
be governed by federal government contracting Law, without giving effect to any choice of law rules that would
result in the application of any Law of any other jurisdiction. If the Customer is any other entity,this Agreement shall
be governed by the Law of the State of New York, without giving effect to any choice of law rules that would result
in the application of any Law of any other jurisdiction.Any dispute or claim relating to this Agreement shall be solely
and exclusively resolved in the federal or state courts located in New York, New York. The United Nations
Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not
apply to these Terms.
In the event that the Customer requests that Cellebrite provide litigation support, or requires Cellebrite to testify(as a
witness in relation to any Service provided hereunder for example), the Customer expressly understands,
acknowledges and agrees that such support or testimony shall be provided only if Cellebrite is compensated for its
time and costs associated with the support and/or preparation for such testimony and actual testimony, including all
travel costs (for example,hotel, airfare, meals,tolls, and car rentals), attorneys' fees, lost opportunity costs, and other
applicable amounts. Customer should contact Cellebrite for a quote.
8. ASSIGNMENT.Due to the highly confidential nature of all aspects of the Process and the Services, the Customer
may not assign this Agreement without the express prior written consent of Cellebrite, whether by operation of law,
merger, sale of all or substantially all of its assets or any other method, which may be unreasonably withheld and/or
conditioned. For the purposes of this Section 8, a reverse triangular merger, change of Control of the Customer or any
parent entity of the Customer or other transfer of the Control of the Customer shall be deemed to be an assignment.
Any attempted assignment other than as permitted herein shall be null and void. Any permitted assignments will be
binding upon the respective successors and permitted assigns.
9. NON-WAIVER.No course of dealing or failure of either Party to strictly enforce any term, right or condition of the
Terms shall be construed as a waiver of such term,right or condition.
10. ENTIRE TERMS; INCORPORATION OF TERMS.
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10.1 Entire Terms. This Agreement supersedes all prior or contemporaneous representations, understandings, or
agreements whether oral or in writing between the Parties, and this Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof. These Terms may not be modified or amended
except by a writing signed by the Customer and Cellebrite.
10.2 Incorporation of FARs.If the Customer is a federal government entity,these Terms incorporate the following
FARs by reference: 52.212-4, 52.212-5, 52.209-10, 52.222-50, 52.233-3, 52.233-4, 52.203-6, 52.203-13, 52.204-
10, 52.209-9, 52.222-21, 52.222-26, 52.222-35, 52.222-36, 52.222-37, 52.222-40, 52.222-41, 52.222-53 and
52.222-54.
10.3 Language. In Quebec and other applicable Canadian provinces, the following sentence applies: Les parties
conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais
11. CONSTRUCTION; SEVERABILITY; CONFLICT OF TERMS;FORCE MAJEURE; VOID AB INITIO.
11.1 Construction and Severability.The headings used in these Terms are for reference purposes only and will not
be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof If any
provision or part hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such
provision or part hereof shall be construed or reformed so as to render it enforceable to the maximum extent
permissible. If no feasible interpretation or reformation would save such provision or part hereof, it shall be
severed herefrom, but without in any way affecting the remainder of such provision or any other provision
contained herein, all of which shall continue in full force and effect unless such severance effects such a material
change as to render the Terms unreasonable.
11.2 Conflict of Terms and Force Majeure. Subject to Section 2.2, in case of any other inconsistency between
these Terms and any other document whether presented by the Customer or not, only a signed document between
the Customer and Cellebrite specifically amending and/or overriding this Agreement shall prevail over these
Terms, but any other agreement shall be subject to these Terms. Cellebrite's performance of its obligations
hereunder will be excused to the extent that such performance is hindered by strike, fire, flood, power outages,
construction, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the
control and not caused by the gross negligence of Cellebrite.
11.3 Inapplicable Terms and Provisions — Void Ab Initio. This Section 11.3 only applies to U.S. local, county,
state, governmental agencies and other U.S. law enforcement agencies that are state or federally funded by the
United States Government. Subject to the foregoing statements, to the extent that any term or provision of this
Agreement, is considered void ab initio, or is otherwise unenforceable against the Customer pursuant to
applicable U.S. Law, such as U.S. federal or U.S. state Law(including the Patriot Act,border rules, or the like)or
the U.S. Constitution, then such term or provision shall be struck to the extent to make such term or provision
enforceable, and the remaining language shall remain in full force and effect. Further and subject to the foregoing
statements, if Customer is prohibited by U.S. Law from accepting New York state law and/or jurisdiction as set
forth in Section 7 above, then the applicable U.S. state Law and jurisdiction that Customer is required to apply to
its agreements, contracts and documents, shall be adopted and incorporated into this Agreement as if it were fully
written and set forth herein. However, any Customer policies or procedures which are not required by U.S. Law,
shall not apply or be incorporated into this Agreement in any manner whatsoever. For the avoidance of doubt,
this Section 11.3 does not apply to any private enterprise, public or private corporation, law firm,
consulting company, digital forensics company, non-law enforcement agency, private person, or any other
corporate entity that is a Customer.
•
11.4 Customer List. Customer gives Cellebrite the right to list Customer as one of Cellebrite's customers.
11.5 Headings. The headings used in these Terms will not be deemed to affect the interpretation of any term or
provision hereof.
11.6 Including. Except where the context otherwise requires, the terms "including" and "includes" shall be
deemed to be followed by"without limitation"and"e.g.,"shall mean"for example,but without limitation".
11.7 Plural and Gender. Where the context herein requires, the singular number shall be deemed to include the
plural,the masculine gender shall include the feminine and neuter genders, and vice versa.
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CELLEBRITE INC.
GENERAL TERMS AND CONDITIONS
1. Definitions
1.1. In these Sale Agreement of Equipment and Products-General Terms and Conditions(the"GTC"):
1.1.1. "Agreement"shall mean the Sale Agreement to which these GTC apply,or, in the absence of such agreement, a
Quote.
1.1.2. "Cellebrite"shall mean Cellebrite Inc. Cellebrite is the United States-based affiliate of the Cellebrite DI Ltd,the
manufacturer and the owner of the Products which are sold under a Purchase Order;
1.1.3. "Equipment"/"Product" shall mean all equipment, objects, machines,parts, installations, materials and any
other moveable property identified in the Purchase Order and to be supplied under the agreement between Cellebrite and
Purchaser;
1.1.4. "Person"shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability
company,a limited liability partnership,a trust,an incorporated organization and a governmental or regulatory authority;
1.1.5. "Personal Information"means any information that can identify an identifiable person, and includes,but is not
limited to: (a) an individual's name together with address, Social Security Number, Tax identification number, driver's license
number, identification card number, phone number, date of birth, password or other security credentials or other information
that can identify an individual; (b) credit, debit or other payment card information, bank account or other fmancial institution
information, credit history, credit reports or other financial information; (c) Purchaser proprietary network information,
including without limitation call and message detail, type and use of products or services, account numbers, identifying
numbers of wireless devices or other information related to telecommunications usage; and, (d) compensation or benefits
information, protected health information, marital status, number of dependents, background checks, disciplinary action or
other information related to employment.
1.1.6. "Purchaser" shall mean the contracting party of the which purchase from Cellebrite the Products under the
Purchase Order;
1.1.7. "Purchase Order"or"PO"shall mean a purchase order as shall be submitted by Purchaser to Cellebrite from
time to time;
1.1.8. "Restricted Territories" shall mean any of those jurisdictions or territories that are (i) subject or target of
sanctions or terrorist-supporting territories, including, without limitation, Iran, Syria, Lebanon, Palestinian territories, North
Korea, Sudan and the Crimea region, or (ii) regulated territories in which Purchaser does not have the licences, permits,
authorizations and approvals that are required by all applicable laws issued by the relevant regulatory authority to carry out
Purchaser's business activity using the Product and/or the Software;
1.1.9. "Quote"shall mean a Quote attached to the Agreement.
1.2. In these GTC,unless the context otherwise requires: (i)words expressed in the singular number shall include the plural and
vice versa, (ii) words expressed in the masculine shall include the feminine and neuter gender and vice versa; (iii) references to
Sections are references to sections of these GTC; (iv) reference to "day" or "days" are to business days, which shall be any day,
other than a Saturday or Sunday or a day on which banks located in the United States shall be authorised or required by law to close.
2. Scope and Purpose
2.1. Scope. These GTC shall apply to any agreements concluded between Cellebrite and Purchaser for the acquisition of
Product from Cellebrite.Any and all commitments,understandings and agreements between Cellebrite and Purchaser regarding the
acquisition of the Product, including any Purchase Order, shall be made subject to these GTC. In the event of any conflict,
ambiguity or inconsistency between the provisions of the Agreement,these GTCs and any other provision relating to the Product in
any other document, such as a customer-issued PO,the following order of precedence shall apply: (1)these GTCs and any relevant
Appendix;(2)the Agreement;(3)a Confirmed PO;and(4)the terms of any other document relating to the Product.
2.2. Purpose.Purchaser agrees not to engage in any deceptive,misleading,illegal or unethical practices that may be detrimental
to Cellebrite or to any of Cellebrite's products, including but not limited to the Product or the Software, and agrees to comply with
all applicable laws, rules and regulations (including, without limitation, data protection, privacy, computer misuse,
telecommunications interception, intellectual property, and import and export compliance laws and regulations) while using the
Product or the Software.
2.3. Deviations from the GTC.Any deviations from these GTC,the Agreement and the SLA,unless they are made in writing
and executed by duly authorised officer of Cellebrite shall be void and unenforceable.
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3. Purchase Orders
3.1. Purchase Order.Purchaser shall issue a Purchase Order to Cellebrite from time to time. In each Purchase Order,Purchaser
will specify: (i)quantities of each Product; (ii)price per unit for each Product(in accordance with the terms agreed upon hereunder)
("Price per Unit")and license fees; (iii)desired date for collection of the Products;(iv)shipping instructions;and(v)any other data
or information requested by Cellebrite.
3.2. Purchase Order Amendments. Notwithstanding anything to the contrary herein, Purchaser may request to amend the
Purchase Order following the issuance of a new Purchase Order, and make changes to any specification detailed in the original
Purchase Order in writing and in the form of a regular Purchase Order. Such changes will require: (i) sufficient advance notice for
Cellebrite to make the necessary adoptions and modifications as long as the Product is under manufacturing process;and(ii)written
confirmation from Cellebrite for such modification to the Purchase Order. In case any changes affect the Price per Unit or delivery
schedule of the Product, an equitable adjustment to the Price per Unit or delivery schedule shall be made upon written mutual
consent of the Parties.
3.3. Purchase Order Confirmation. Cellebrite shall provide a written response to each Purchase Order within seven(7)business
days following the receipt of a Purchase Order. In the event Cellebrite fails to respond to Purchaser within said period,the Purchase
Order shall be deemed as accepted.
3.4. Purchase Order Cancellation and Reimbursement of Charges.Purchaser may cancel a Purchase Order in whole or in part by
giving Cellebrite a written notice in this respect no later than forty-five (45) days prior to the designated delivery date
("Cancellation Notice", or "Cancelled Purchase Order"). In the event Purchaser cancels a Purchase Order or any part thereof,
Cellebrite shall reimburse Purchaser for the relative part of the Total Purchase Price (as deemed below) paid by Purchaser for the
Products. Any sums to be reimbursed by Cellebrite may be reduced to reflect the costs of material which cannot otherwise be
consumed or used in the next three(3)months by Cellebrite in the course of its business provided that in such event Cellebrite shall
act to minimise the scope of such costs.
3.5. Price per Unit. The Price per Unit, as set forth in the Purchase Order shall be final, fixed and binding for the applicable
Purchase Order and will not be subject to change or update subject to a written confirmation of Cellebrite.
4. Prices and Purchase Price
4.1. Price List.Cellebrite shall be entitled,at its sole discretion and from time to time,to change its price lists,remove products
from the price lists or add additional products with additional prices. Changes in price lists shall take effect within 30 days from the
date of notification to Purchaser. It is hereby clarified that Changes in price lists shall not apply to Products underlying a Purchase
Order that, at the time of the change, was already confirmed by Cellebrite pursuant to section 3.3 above ("Confirmed PO");
provided however,that Changes in price lists shall apply to a Confirmed PO that was amended by Purchaser and at the time of the
change,has yet to be confirmed by Cellebrite.
4.2. Total Purchase Price. Purchaser shall pay Cellebrite the total price (including Approved Packaging, User's Manual and
wrapping,and other expenses)as set forth in the Purchase Order("Total Purchase Price").
4.3. Quoted Price.Unless otherwise agreed in writing, all prices quoted in the Purchase Order("Quoted Price") shall be paid
by Purchaser to the account(s)indicated by Cellebrite.All payments shall be made in US currency or other currency mutually agreed
by the Parties. The payment is considered made at the date when the amounts effectively reach Cellebrite's bank account. The
Quoted Price does not include transportation, insurance, federal, state, local, excise,value-added,use, sales,property(ad valorem),
and similar taxes or duties now in force or hereafter enacted which all shall be paid by Purchaser. It is agreed that Purchaser shall
pay all taxes,fees, or charges of any nature whatsoever imposed by any governmental authority on,or measured by the transaction
between Purchaser and Cellebrite, in addition to the Quoted Price or invoiced. In the event Cellebrite is required to collect the
foregoing, Purchaser will pay such amounts promptly unless it has provided Cellebrite with a satisfactory valid tax exemption
certificate authorised by the appropriate taxing authority.
4.4. Terms of Payment and Default Interest.All payment is due prior to shipping and in accordance with the payment terms set
forth in the Agreement;provided,however,that in the event Cellebrite has approved in writing any credit terms,Purchaser shall pay
the invoiced amount in strict compliance with the payment terms specified in Cellebrite's quotation.Cellebrite may assess an interest
charge of up to one and one-half percent (1-1/2%) per month on all amounts which are not timely paid (but not to exceed the
maximum lawful rate),accruing daily and compounding monthly from the date such amounts were due.In the event Purchaser delays
shipments other than as authorised in these GTC or the applicable Purchase Order these GTC is attached to, Cellebrite may invoice
Purchaser when Cellebrite is prepared to ship the Product. Cellebrite may invoice Purchaser immediately upon cancellation of or
change to any Purchase Order in accordance with Section 3.4 above.Purchaser shall reimburse Cellebrite for all costs and expenses
incurred by Cellebrite in connection with the collection of overdue amounts, including attorneys' fees. Purchaser shall not be
permitted to setoff any deductions against any amounts due to Cellebrite.
4.5. PMSI. Purchaser hereby grants to Cellebrite a purchase money security interest in any Product or Software to secure the
purchase or license price of such Product or Software until the purchase or license price is paid in full. Purchaser shall execute and
deliver any documents requested by Cellebrite to perfect and maintain such security interest. Purchaser agrees that Cellebrite may
file forms evidencing such security interest(such as a UCC-1)in any applicable jurisdiction.
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5. Delivery
5.1. Delivery Obligations. Delivery obligations of Cellebrite (including the delivery location and time period) shall be as set
forth in the Purchase Order. The Product shall be free from any pledge, lien, charge, hypothecation, encumbrance or other security
interest upon its delivery to Purchaser.
5.2. Lead Time. Unless otherwise agreed between the Parties, the lead time of Products to the Delivery Point pursuant to a
Purchase Order shall be not less than 30 days following the date upon which the Purchase Order became an accepted Purchase Order
(the"Lead Time"). Cellebrite reserves the right to prolong such Lead Time but not longer than 5 days following the recipient of the
Purchase Order.
5.3. Transfer of Risk and Title. The transfer of the risk regarding the Product(not the Software) shall pass to Purchaser upon
delivery. Purchaser shall grant to Cellebrite a purchase money security interest in the Product or Software to secure the purchase
price of the Product or Software until the purchase price is paid in full.Only upon full payment of Purchaser to Cellebrite the title of
the Product(not Software)shall pass to Purchaser.
5.4. Default Delivery Point.Unless otherwise specified in a Purchase Order, subject to the full payment of the Total Purchase
Price by Purchaser,all Products ordered and purchased by Purchaser under the provisions of these GTC and the applicable Purchase
Order shall be delivered either: (a) FCA Cellebrite's location (Incoterms 2010) in New Jersey; or (b) FCA Cellebrite's location
(Incoterms 2010)in Virginia.Delivery will be made in a manner reasonably determined by Cellebrite.The Products shall be deemed
accepted upon delivery.
5.5. Reschedule of Delivery. Purchaser may reschedule delivery only once, provided that such rescheduling is notified in
writing to Cellebrite at least thirty (30) days prior to delivery date. In the event Purchaser wishes to obtain any changes in the
Purchase Order less than thirty(30) days prior to delivery date or any additional rescheduled delivery, Purchaser shall pay the full
amount under the Purchase Order.
5.6. Purchaser Objections.Any potential objection or comment of Purchaser shall not cause the refusal to receive and accept the
Product provided that the Product complies with the specific details, technical characteristics and the equipment specified in the
Purchase Order.
6. Warranty
6.1. Express Warranty. Cellebrite warrants to Purchaser that it shall manufacture,test and deliver the Product as specified in the
Purchase Order in accordance with the regulations and standards set forth in Appendix Ito these GTC (Cellebrite's Standard
Warranty).Except as otherwise provided in these GTC,Cellebrite's obligation under such warranty shall be at Cellebrite's discretion
to: (x)provide Purchaser with free-of-charge replacement parts for defective or non-conforming Products; or(y)repair defective or
non-conforming Products;or(z)repay Purchaser the amounts he paid to Cellebrite according to an approved invoice.
6.2. It is further clarified that the Product or Software is manufacture, designed, designated and dedicated for specific and
unique purposes by Cellebrite. Any changes or modifications to the Product or Software of Cellebrite embedded in the Product or
any installation of any Software,not preapproved by Cellebrite, on the Product or the Software,may cause a malfunctioning of the
Product and or the Software. It is hereby clarified, that such unauthorised action invalidates Cellebrite's warranty with respect to
such Product or Software, and any liability for such products and/or software and any warranty given by Cellebrite shall not apply
and shall be null and void with respect to such Products and or Software.
6.3. Warranty Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND UNLESS EXPRESSLY SET
FORTH HEREIN, CELLEBRITE, ITS AFFILIATES, AND ITS AND THEIR SUBCONTRACTORS AND SUPPLIERS,
EXPRESSLY DISCLAIMS AND RENOUNCES, ANY AND ALL REPRESENTATIONS OR WARRANTIES; EXPRESS, AT
COMMON LAW,BY STATUTE, OR IMPLIED, RELATING TO THE SERVICES OR THE CONFIDENTIAL INFORMATION,
AND SPECIFICALLY DISCLAIMS AND RENOUNCES ANY SUCH REPRESENTATIONS AND WARRANTIES,
INCLUDING ANY WARRANTY OF PATENT SUFFICIENCY, OF MERCHANTABILITY, ACCURACY, FITNESS FOR A
PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF PRIVACY RIGHTS, OR NONINFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,AND ALL WARRANTIES ARISING FROM ANY COURSE OF
DEALING OR PERFORMANCE OR USAGE OF TRADE, AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF
ANY JURISDICTION.
6.4. Without limiting any of the foregoing,Cellebrite expressly disclaims and renounces any warranty or representation that the
Products and/or the Software can work with all types of devices,any particular device,or with any particular version of an operating
system whether used by any device manufacturer including devices manufactured by Apple, Inc., Android-based devices, or any
foregoing equivalents. Purchaser assumes the entire risk and all liabilities that the Product and/or the Software will not work with
respect to any such device. THE PURCHASER'S BENEFITS FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON
AN"AS-IS"AND"WHERE IS"BASIS AND WITH ALL FAULTS.
7. Representations and Warranties
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7.1. Each Party warrants,represents and undertakes that: (i)it has and shall continue to have full ability,capacity and authority
required by law or otherwise to enter into and to perform its obligations under the Agreement in a reliable and professional manner;
and (ii) there are no actions, suits or proceedings or regulatory investigations pending or, to that Parry's knowledge, threatened
against or affecting that Party before any court or administrative body or arbitration tribunal that might adversely affect the ability of
that Party to meet and carry out its obligations under the Agreement.
7.2. Purchaser warrants, represents and undertakes that: (i) it has obtained,prior to the consummation of this Agreement, all
approvals,permits,licences,consents,authorisations,permissions,notices,registrations,permissions,notices,certifications,rulings,
orders,judgements and other authorisations from any applicable data subject, employee, employee representative body, regulatory
authority or third party entity or person necessary for the use of the Product and/or the Software by Purchaser or for Cellebrite to
perform or provide any services related to the Product and/or the Software ("Permissions")which include, rights for Cellebrite to
use, access, intercept, analyze, transmit, copy, modify, and store, all of the intellectual property rights, Personal Information
("Personal Data"), confidential information, or other data or information that may be used, accessed, intercepted, transmitted,
copied, modified or stored by Cellebrite to perform or provide any such related services; (ii) the execution, delivery and
performance of this Agreement have been duly authorised by all necessary corporate actions;(iii)neither the execution and delivery
of this Agreement,nor compliance by it with the terms and provisions hereof and thereof,will conflict with,or result in a breach of
any judgment,order,writ,decree,statute,rule,regulation or restriction; (iv)its performance of its obligations in accordance with the
terms of the Agreement will not breach any agreement by which it is bound, or violate or infringe any law or any copyrights; (v)it
shall use reasonable endeavours to provide such information and assistance which is reasonably required to fulfil Cellebrite's
obligations under the Agreement;and(vi)it has the right to be in possession of,access,interact with and otherwise use, all devices,
equipment, programmes, data and media (including any telecommunications systems) that are being used in connection with the
Product and/or the Software and that the use of the Product and/or the Software, including any instructions given to Cellebrite in
connection with the same, is made in compliance with all data protection and criminal laws and other applicable laws to which
Purchaser and the Product and/or the Software are subject; and(vii) all information provided by it to Cellebrite during the term of
the Agreement shall be complete and accurate in all material respects, and that it is entitled to provide the information to Cellebrite
for its use as contemplated under the Agreement.
7.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or Software, Purchaser authorises
Cellebrite to:
7.3.1.access all devices and all programmes,data and media contained on them;
7.3.2.obtain and retain personal data on the devices and programmes,data and media contained on them;
7.3.3.access and intercept communications on the devices and programmes,data and media contained on them;and
7.3.4.use technology or other means to circumvent measures designed to prevent unauthorised access to devices and all
programmes, data and media contained on them, including where such measures are designed to protect copyright
works.
7.4. Purchaser shall provide to Cellebrite in a timely manner the following documents,information,items,written evidence and
materials in any form (whether owned by Purchaser or third party) and ensure that they are accurate and complete in all material
respects:
7.4.1.Purchaser's IT Policy;
7.4.2.Purchaser's Acceptable Use Policy;
7.4.3.Purchaser's"Bring Your Own Device"Policy;and
7.4.4.evidence that Purchaser's has obtained all Permissions required to permit Cellebrite to perform its service obligations
under the Agreement.
7.5. Purchaser shall also:
7.5.1. implement appropriate measures and policies to mitigate the risks of the Purchaser's employees, agents,
subcontractors or consultants reporting any activities that form part of the services provided by Cellebrite under this
Agreement directly to any law enforcement authority;and
7.5.2.immediately notify Cellebrite if Purchaser becomes aware that any of Purchaser's employees, agents, subcontractors
or consultants have reported any activities that form part of the services provided by Cellebrite under this Agreement
directly to any law enforcement authority.
8. Intellectual Property;Data Protection
8.1. Title to Software. Notwithstanding anything to the contrary agreed in a Purchase Order, software furnished hereunder
("Software") is provided to Purchaser under a non-exclusive, worldwide, royalty free, non-transferrable, limited license and the
Software is not sold to Purchaser under the Purchase Order.All title and interest of the Software,documentation related to Software
("Documentation") and any derivative works thereof shall remain solely and exclusively with Cellebrite. Any Software licensed
hereunder is subject to the then current end user license agreement found at: http://legal.cellebrite.com/End-User-License-
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Agreement.html("EULA") and as will be attached to the Product. In the event of any conflict between these GTC and the EULA,
the EULA shall take precedence over these GTC in all matters related to the Software.
Intellectual Property-. Subject to Section 7.1, it is hereby being expressly clarified that all intellectual property rights relating to the
Software and/or the Products, including without limitation, all patents, trademarks, algorithms, binary codes, business methods,
computer programs,copyrights,databases,know-how,logos,concepts,techniques,processes,methods,models, commercial secrets
and any other intellectual property rights,including any new developments or derivative works of such intellectual property,whether
registered or not, are and shall remain the sole and exclusive property of Cellebrite. All right, title and interest in and to any
inventions, discoveries, improvements,methods, ideas, computer and other software or other works of authorship or other forms of
intellectual property which are made, created, developed, written, conceived of or first reduced to practice solely, jointly with
Purchaser or on behalf of Purchaser shall be and remain with Cellebrite.Any suggestions,improvements or other feedback provided
by Purchaser to Cellebrite regarding any Products, Software or Services shall be the exclusive property or Cellebrite. Purchaser
hereby freely assigns any intellectual property rights to Cellebrite in accordance with this Section 8, including any moral rights,and
appoints Cellebrite as its attorney-in-fact to pursue any such intellectual property rights worldwide. Unless otherwise stated in writing
by Cellebrite,Cellebrite may change the Services at any time.
8.2. U.S. Government End Users. The Software was developed exclusively at private expense and qualifies as a"commercial
item"consisting of"commercial computer software"and/or"computer software documentation"as such terms are defined and used
at FAR(48 C.F.R.)2.101. Use,duplication or disclosure of the Software by the U.S.Government are subject to restrictions set forth
in this Agreement,in accordance with FAR 12.212 and/or DFARS 227.7202-4,as applicable.
8.3. Incorporation of FARs.If the Purchaser is a U.S.federal government entity(or agency thereof),these Terms incorporate the
following provisions:
FARs by reference: 52.212-4, 52.212-5, 52.209-10,
52.222-50, 52.233-3, 52.233-4, 52.203- 6,52.203-13,
52.204-10, 52.209-9, 52.222-21, 52.222-26, 52.222-35,
52.222-36, 52.222-37, 52.222-40,52.222-41, 52.222-53
and 52.222-54.
9. Confidentiality
9.1. Each Party agrees (i) subject to disclosure required by law,regulation or the requirement of a competent authority,to keep
the other Party's Confidential Information confidential, with such care as it uses for its own confidential information, but at least
reasonable care; (ii) not to disclose the other party's Confidential Information, in whole or in part, to any Person or entity, unless
requested to do so by the other Party, and (iii) keep in a safe place, and safeguard all Confidential Information exposed to or
materials received from the other party, and return them immediately upon its first demand, and delete or erase any Confidential
Information which could not be returned (including any software backups) immediately following first demand, and provide the
other Party with a written evidence of such action.
9.2. Each Party shall immediately upon becoming aware of the same give notice to the other of any unauthorised disclosure,
misuse,theft or other loss of Confidential Information of the other Party,whether inadvertent or otherwise.
9.3. Pursuant to 18 U.S.C. §1833(b), Purchaser shall not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of Cellebrite's Trade Secrets (as defined below) only if such disclosure is made: (i) in confidence to a
Federal, State, or local government official or to an attorney, solely for the purpose of reporting or investigating a suspected
violation of law; or(ii)in a complaint or other document filed in a lawsuit or other proceeding,if such filing is made under seal. In
court proceedings claiming retaliation by Cellebrite for Purchaser's reporting a suspected violation of law, Purchaser may only
disclose Cellebrite's Trade Secrets to Purchaser's legal counsel and may only use the Trade Secret information,if Purchaser(i)files
documents containing Trade Secrets under seal; and (ii) Purchaser does not otherwise disclose Company Trade Secrets, except
pursuant to a court order.
For the purpose of these GTC,"Confidential Information"shall mean any technical,business or other information related to such
party's actual or planned business, including but not limited to, know-how, inventions, data, drawings, designs, diagrams, software
programs and their sources, processes, methods, formulae, prototypes and models, all whether or not marked as confidential and
whether or not covered by patents, patent applications, copyrights or other proprietary rights protection, and Trade Secrets (as
defined below), agreements, documents,names of potential suppliers or customers,proposed business deals,reports,plans,market
studies, surveys and projections, and any other information which is confidential or proprietary in nature. The Confidential
Information of a Party shall not include and this Section 9 shall not apply to data or information which: (i)was publicly available at
the time it was disclosed or becomes publicly available, except through the fault of the receiving Party; (ii) was known to the
receiving Party at the time of disclosure without an obligation of confidentiality; (iii) was disclosed after written approval of the
disclosing Party; or(iv)becomes known to the receiving Party from a source other than the disclosing Party without breach of the
Agreement by the receiving Party.
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"Trade Secret" means all forms and types of financial, business, scientific, technical, economic, or engineering information,
including patterns,plans,compilations,program devices,formulas,designs,prototypes,methods,techniques,processes,procedures,
programs,or codes,whether tangible or intangible,and whether or how stored,compiled,or memorialized physically,electronically,
graphically,photographically, or in writing if: (a)Cellebrite has taken reasonable measures to keep such information secret; and(b)
the information derives independent economic value, actual or potential, from not being generally known to, and not being readily
ascertainable through proper means by,another person who can obtain economic value from the disclosure or use of the information.
10. Limitation of Liability
10.1. For purposes of the exclusive remedies and limitations of liability set forth in this Section 10,Cellebrite shall be deemed
to include its Affiliates and its and their directors, officers, employees, agents, partners, members, representatives, contractors,
consultants, shareholders, subcontractors and suppliers; and the term "damages", as used herein, shall be deemed to refer
collectively to any injury, damage, loss, cost, punitive damages, disbursements, travel, liability, fees, penalties, or expenses
incurred.
10.2. Nothing in this Agreement shall limit or exclude either Party's liability:
10.2.1. for death or personal injury caused by its negligence;
10.2.2. for any loss caused by fraud,dishonesty,or deceit(including fraudulent pre-contractual misrepresentations made by
one party to the other);
10.2.3. or
10.2.4. that may not otherwise be limited or excluded by law.
10.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE
HEREUNDER FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT
DAMAGES OF ANY NATURE OR KIND, INCLUDING LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND,
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION
SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY.
10.4. To the maximum permitted extent,Cellebrite disclaims any and all liabilities or obligations whatsoever related to the use of
the Products or Software,or the results of any Services, by anyone other than Purchaser.
10.5. Subject to Sections 10.1, 10.2, 10.3 and 10.5 of these GTC, Cellebrite's entire liability to Purchaser for any damages,
regardless of the form of action,whether in contract,tort(including negligence,strict liability or otherwise)shall be limited to direct
damages that are proven,in an amount not to exceed the total amount paid by Purchaser to Cellebrite during the twelve(12)month
period that immediately preceded the event that gave rise to the applicable claim.
10.6. The limitation of liability contained in this Section 1010 shall not apply to(i)Purchaser's payment obligations to Cellebrite
hereunder;(ii) each Party's confidentiality obligations; (iii)Purchaser's violation of Cellebrite's intellectual property rights;and(iv)
Purchaser's indemnity obligations.
11. Responsibility
11.1. Subject to the terms of these GTC and any ancillary documents thereto, each Party is responsible to the other Party for
damages it may cause to the other Party for willful acts and for its failure to fully or duly perform the conditions hereof.
11.2. Purchaser shall not assign any part of its rights or obligations hereunder to any third party in any way,without obtaining the
prior written consent of Cellebrite.
11.3. Purchaser will not, directly or indirectly, use the Product and/or the Software, or otherwise resell, deliver,transfer, lend,
contribute or otherwise make available the Product and/or Software to any of Cellebrite's competitors.
11.4. Purchaser will not directly or indirectly use the Product and/or the Software, or otherwise resell, deliver, transfer, lend,
contribute or otherwise make available the Product and/or Software to party,person or entity in connection with any terrorist activity
or activity or business in any of the Restricted Territories in violation of sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State (including, without limitation, the
designation as a"specially designated national"or"blocked person"),the United Nations Security Council("UNSC"),the European
Union,Her Majesty's Treasury or other relevant economic sanctions authority.
11.5. Cellebrite may, from time to time,modify the list of Restricted Territories so as to include any territory where Cellebrite
discovers or has reasonable grounds to believe, acting at its reasonable sole discretion,that the use, whether directly or indirectly,
reselling, delivering, transferring, lending, contribution or otherwise making available of Product and/or the Software would be
subject to any of the above sanctions, restricted or forbidden under any laws,rules and/or regulations in that territory or where the
use by Purchaser whether directly or indirectly, the reselling, delivering, transferring, lending, contribution or otherwise making
available of the Product and/or Software shall be considered by Cellebrite to jeopardize Cellebrite's business operations. Upon
notification,the territory so identified shall be deemed a Restricted Territory.
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11.6. In the event that Cellebrite delays in making a delivery of a Product to Purchaser in accordance with provisions hereof,
then Purchaser may claim for compensation of 1%(one percent)of the price of such Product as set forth in such Confirmed PO(the
"Delayed Product Price" and the "Delay Payment" respectively) per each business day following the delivery date of a Product
(as set forth in the Confirmed PO underlying such Product);provided however that the aggregate Delay Payment shall not exceed,in
any event, a cap amount of 5% of the Delayed Product Price. Cellebrite shall pay the Delay Payment due hereunder from it within
ten (10) days following its receipt of the written notice from Purchaser claiming such payment. The parties agree that the Delay
Payments represent a genuine and reasonable pre-estimate of Purchaser's losses in circumstances where Cellebrite is delayed in
delivering a Product to Purchaser
11.7. No payment of any aforesaid Delay Payment shall be deemed a release for such Party from performing its obligations
hereunder.
11.8. Both Parties shall comply with the provisions of the policies attached hereto as Appendix H to these GTC ("Business
Conduct Policies").
11.9. In case of a breach of the Business Conduct Policies by either Party, the other Party shall be entitled to terminate this
Agreement by giving not less than 10 days'notice in writing to the Party in breach of the Business Conduct Policies.
12. Compliance
12.1. Purchaser is obligated to comply with the law applicable in connection with the business relationship with Cellebrite.
Purchaser is obliged to comply with Cellebrite's Business Conduct Policies.
12.2. Purchaser represents warrants and covenants to Cellebrite that it shall not engage in any deceptive, misleading, illegal or
unethical practices that may be detrimental to Cellebrite or to any of Cellebrite's products, including but not limited to the Product
or the Software and shall only use the Products or Software in compliance with all applicable federal, state, and local laws or
regulations (including, without limitation, data protection, privacy, computer misuse, telecommunications interception, intellectual
property,and import and export compliance laws and regulations or the applicable foreign equivalents).
12.3. Purchaser commits itself and shall cause each of its subsidiaries and/or Affiliates to not to (i) offer,promise or grant any
benefit to a public official for that person or a third party for the discharge of a duty; (ii) offer,promise or grant an employee or an
agent of a business for competitive purposes a benefit for itself or a third party in a business transaction as consideration for an
unfair preference in the purchase of goods or commercial services; (iii)demand,allow itself to be promised or to accept a benefit for
itself or another in a business transaction as consideration for an unfair preference to another in the competitive purchase of goods or
commercial services; (iv)violate any applicable anticorruption regulations and, if applicable, not to violate the US Foreign Corrupt
Practices Act (FCPA) and the UK Bribery Act or any other applicable antibribery or anti-corruption law. Purchaser further
represents, covenants and warrants that it has, and shall cause each of its subsidiaries and/or Affiliates to, maintain systems of
internal controls (including, but not limited to, accounting systems,purchasing systems and billing systems) to ensure compliance
with the FCPA,the U.K.Bribery Act,or any other applicable anti-bribery or anti-corruption law.
12.4. Upon Cellebrite's request, Purchaser confirms in writing that it adheres to the obligations under this Section 13 and that
Purchaser is not aware of any breaches of the obligations under this Section 13. In the event of reasonable suspicion that the
obligations under this Section 13 were not met,Cellebrite has the right,after notifying Purchaser regarding the reasonable suspicion,
to demand Purchaser in accordance with applicable law to permit and participate - at its own expense - auditing, inspection,
certification or screening to verify compliance with the obligations under this Section 13. The proceedings referred to can be
executed by Cellebrite itself or a third party who is bound to secrecy and are exercised in compliance with applicable laws.
12.5. In the event Purchaser is in contact with a Government Official concerning Cellebrite, discussing or negotiating, or
Purchaser engages a third party to do so, Purchaser is obligated (i) to inform Cellebrite in advance and in writing, clearly defming
the scope of the interaction, (ii) upon request, to provide Cellebrite with a written record of each conversation or meeting with a
Government Official and(iii)to provide Cellebrite monthly a detailed expense report,with all original supporting documentation.A
"Government Official" is any person performing duties on behalf of a public authority, government agency or department, public
corporation or international organization.
12.6. In the event Purchaser,despite respective notification,violates obligations under this Section 13 and cannot prove that the
respective violation has occurred without fault or that adequate measures were taken to prevent respective violations from being
made,Cellebrite has the right to withdraw from or terminate individual or all Agreements and/or PO's.These termination rights also
apply in the event of serious one-time violations unless Purchaser is not at fault. In addition, existing contractual and / or legal
termination rights continue to exist independently and unlimitedly.
12.7. Purchaser shall indemnify Cellebrite and Cellebrite's employees from any liability claims, demands, damages,losses,costs
and expenses that result from a culpable violation of this Section 13 by Purchaser.
12.8. Purchaser shall make all effort to pass on the provision of this Section 13 to its affiliates and to bind its affiliates
accordingly and verify compliance with the provisions within a possible use of the Products.
13. Purchaser Indemnity.
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Purchaser will,at its own expense: (i)indemnify and hold Cellebrite and its affiliates,officers and directors harmless from any claim
(whether brought by a third party or an employee, consultant or agent of Purchaser) arising from (a) any use of a Product or
Software in a manner other than as authorised under these GTC,the applicable Purchase Order or under any law, (b) any use of a
Product or Software, or use of any results arising out of the use of any Product or Software, in a manner other than as authorized
under these GTC or in violation of applicable law,including using a Product or Software,or use of any results arising out of the use of
any Product or Software, in a manner that violates any third party's rights, including a person's privacy or fourth amendment rights
under the United States Constitution(or any similar foreign,state or local law); (c)any misappropriation of a person's list of contacts
or other Personal Information; (d) any Excluded Item (as defined in Cellebrite's standard warranty); (e) any violation of applicable
law by Purchaser hereunder; (f) any matter arising from these Terms; (g) any misrepresentation, deception, fraud, or any non-
fulfillment of any representation, responsibility, covenant or agreement on the Purchaser's part; or, (h) the Purchaser sending or
asking Cellebrite to send the Products or Software outside the U.S.,its territories or Canada; (ii)reimburse on demand Cellebrite for
any expenses, costs and liabilities (including reasonable attorney fees) incurred relating to such claim; and(iii)pay on demand all
settlements,damages and costs assessed against Cellebrite and attributable to such claim.
14. Choice of Law;Jurisdiction;Litigation Support and Testimony
14.1. The parties agree to meet and discuss any dispute or claim relating to these GTC prior to seeking any judicial resolution,for
a period of at least thirty (30) days, during which either party may request confidential mediation. In the event that either party
requests confidential mediation, the parties shall conduct a minimum of two (2) days of confidential mediation with a neutral
mediator selected by the American Arbitration Association in New York,New York. Any dispute or claim relating to these GTC
that is not resolved through meetings and discussions and/or mediation shall be solely and exclusively resolved in the federal courts
located in the State of New York.
If the Purchaser is the federal government of the United States of America(or an agency thereof),these GTC shall be governed by
federal government contracting law,without giving effect to any choice of law rules that would result in the application of any law
of any other jurisdiction. If the Purchaser is any other entity,this Agreement shall be governed by the law of the State of New York,
without giving effect to any choice of law rules that would result in the application of any law of any other jurisdiction.Any dispute
or claim relating to these GTC shall be solely and exclusively resolved in the federal or state courts located in New York, New
York. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act
shall not apply to these Terms.
In the event that the Purchaser requests that Cellebrite provide litigation support, or requires Cellebrite to testify (as a witness in
relation to any Product or Software provided hereunder for example),the Purchaser expressly understands,acknowledges and agrees
that such support or testimony shall be provided only if Cellebrite is compensated for its time and costs associated with the support
and/or preparation for such testimony and actual testimony, including all travel costs (for example, hotel, airfare, meals, tolls, and
car rentals),attorneys' fees,lost opportunity costs,and other applicable amounts.Purchaser should contact Cellebrite for a quote.
15. Force Majeure
15.1. No party hereto shall be liable for delays in performance caused by any extreme circumstance or event beyond the said
party's reasonable control and which was unforeseeable and unpreventable by said party,and which interferes with the performance
of the Purchase Order or agreements related thereto("Force Majeure"). For avoidance of any doubt, Force Majeure shall include,
but not be limited to, acts of God; war (whether declared or undeclared), act of terrorism, strikes, fires, accidents, floods, civil
disturbance and natural disasters. Upon the ceasing or termination of Force Majeure, the parties hereto shall resume their
responsibilities under the terms of the Purchase Order and related agreements within 7 days (or, if the same is not possible,within
reasonable period of time).
15.2. The Force Majeure exonerates of liability the Party which invokes it,to the extent that this Party submits to the other Party
a written notification within five(5)days as of the occurrence of the Force Majeure.
16. Export
16.1. The parties acknowledge that the Product and/or the Software is or may be subjected to regulations on customs, export or
import control and/or re-export regulations applicable in the United States, the European Union and its member countries, and/or
other countries. Said regulations include but are not limited to the provisions of the US Export Administration Regulations (EAR)
and the provisions of the regulations of the European Union.
16.2. Purchaser expressly warrants, represents and covenants that it shall comply fully with all applicable export laws and
regulations of the United States and other jurisdictions to ensure that neither the Product nor the Software are exported or reexported
in violation of such laws and regulations, or used for any purposes prohibited by such laws. As the Products and the Software are
subject to export control laws and regulations, Purchaser shall not export or "re-export" (transfer) the Product and/or the Software
unless the Purchaser has complied with all applicable controls.
17. Miscellaneous
17.1. Inapplicable Terms and Provisions — Void Ab Initio. This Section 17.2 only applies to U.S. local, county, state,
governmental agencies and other U.S.law enforcement agencies that are state or federally funded by the United States Government.
Subject to the foregoing statements, to the extent that any term or provision of these GTC, is considered void ab initio, or is
otherwise unenforceable against the Purchaser pursuant to applicable U.S. Law that expressly prohibits Purchaser from agreeing to
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such term or condition, such as the U.S. federal or U.S. state Law (including the Patriot Act,border rules, or the like) or the U.S.
Constitution,then such conflicting term or provision in this Agreement shall be struck to the extent to make such term or provision
enforceable,and the remaining language,if any,shall remain in full force and effect.
Further and subject to the foregoing statements,if Purchaser is expressly prohibited by U.S.Law from accepting New York state law
and/or jurisdiction as set forth in Section 14 above,then the applicable U.S. state Law and jurisdiction that Purchaser is required to
apply to its agreements, contracts and documents, shall be adopted and incorporated into this Agreement as if it were fully written
and set forth herein.
However,any Purchaser policies or procedures which are not expressly required by U.S.Law,shall not apply or be incorporated into
these GTC in any manner whatsoever.
For the avoidance of doubt, this Section does not apply to any private enterprise, public or private corporation, law firm,
consulting company, digital forensics company, non-law enforcement agency, private person, or any other corporate entity
that is a Purchaser.
17.2. Non-Assignment. Neither Party may assign its rights and obligations hereunder without the prior written consent of the
other Party, except that either Party may assign its obligations under these GTC and Purchaser Order to any of its affiliates of such
Party or to an acquirer (by purchase, merger or otherwise) of all or substantially all of such Party's business or assets relating to
these GTC and the applicable Purchaser Agreement,provided that(i) the assignee agrees in writing to be bound by terms of these
GTC and the applicable Purchase Order, (ii) neither the assignor nor assignee are in default hereunder. Any other purported
assignment shall be null and void.
17.3. No Waiver.No course of dealing or failure of either Party to strictly enforce any term,right or condition of these GTC or
the terms of the applicable Purchase Order shall be construed as a waiver of such term,right or condition.
17.4. Publicity.Purchaser entitles Cellebrite to list Purchaser as one of Cellebrite's customers. For the avoidance of doubt,the
terms of these GTC and the terms of the applicable Purchase Order shall be considered as Cellebrite's Confidential Information.
Purchaser shall not communicate in any form with the media or make any disclosure, publication, press release or any other
announcements on any matter concerning these GTC and/or the Quote, and/or any Purchase Order and/or Cellebrite and/or the
Product and/or the Software without the prior written consent of Cellebrite
17.5. Headings.The headings used in these GTC and the Purchase Order are for reference purposes only and shall not be deemed
to in any way affect the interpretation of any term or provision hereof.
17.6. Language. Except where the context otherwise requires, the terms "including" and "includes" shall mean "including
without limitation" and"includes without limitation",respectively. If any term hereof shall be held to be invalid or unenforceable
for any reason,then the meaning of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible
interpretation would save such term hereof, it shall be severed herefrom, but without in any way affecting the remainder of such
term or any other term contained herein, unless such severance effects such a material change as to render the terms of these GTC
unreasonable.
17.7. Termination. Either Party hereto may terminate this Agreement: (i) by giving the other Party a written notice to be
immediately effective in case the other causes a material or continuous breach hereof ("continuous" meaning two or more
occurrences of the same breach).
17.8. Third Party Rights. A person who is not a party to the Agreement,these GTC,the SLA and the Purchase Orders shall not
acquire any rights under them or be entitled to benefit from any of their terms whether pursuant to the Contracts (Rights of Third
Parties)Act 1999 or otherwise.
17.9. Bankruptcy_. Purchaser hereby expressly agrees that if a voluntary or involuntary petition is filed under Title 11 of the
United States Code or its analogue in any jurisdiction or country, all debts that Purchaser may owe to Cellebrite shall be considered
"administrative expenses"within the meaning of 11 U.S.C. Sec. 503(b)(1)(a) (as amended) or its analogue,and Cellebrite's claim or
claims for those administrative expenses shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(1) (as amended) or its
analogue. Purchaser further expressly agrees,covenants and warrants to use its best efforts and every effort,and cooperate with any
actions,to classify those claims as administrative under applicable Law.
* * *
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Appendix I
Warranty
CELLEBRITE'S STANDARD WARRANTY
A. Hardware Warranty:
Subject to Sections B, C and E of this Appendix I, Cellebrite warrants that each Product, including all firmware (excluding
Software(for which the warranty is only as provided under Section D)and other Accessories(for which the warranty shall be as
provided below)), but not related services or prototypes of any such Product, shall be in conformance with the written
specification furnished or agreed to by Cellebrite for twelve (12) months after acceptance (the "Warranty Period"). If any
failure to conform to such specification ("Defect") is suspected in any Product during the Warranty Period, Purchaser, after
obtaining return authorisation information from Cellebrite,shall ship suspected defective samples of the Product to Cellebrite in
accordance with Cellebrite's instructions at Purchaser's expense. No Product will be accepted for repair,replacement, credit or
refund without the written authorization of Cellebrite. Cellebrite shall analyse the failures, making use, when appropriate, of
technical information provided by Purchaser relating to the circumstances surrounding the failures. Cellebrite will verify
whether any Defect appears in the Product. If a returned Product does not have a Defect,Purchaser shall pay Cellebrite all costs
of handling, inspection, repairs and transportation at Cellebrite's then-prevailing rates. If a returned Product has a Defect,
Cellebrite shall, at its option, either repair or replace the defective Product with the same or equivalent Product without charge
or, if such repair or replacement has not occurred by the thirtieth (30th) day following Cellebrite's receipt of the returned
Product,credit or refund(at Cellebrite's option)the purchase price within ten(10)days after such thirtieth(30th)day;provided:
(i) Purchaser notifies Cellebrite in writing of the claimed Defect within thirty (30) days after Purchaser knows or reasonably
should know of the claimed Defect, (ii) the claimed Defect actually exists and (iii) the Defect appears within the Warranty
Period. Cellebrite shall ship any replacement Product DAP excluding Import VAT(Incoterms 2010),to Purchaser's destination.
Any replaced Product or replaced parts of any Product shall pass to Cellebrite upon delivery of the replacement Product or
replacement parts of a Product as appropriate. In no event shall Cellebrite be responsible for deinstallation or reinstallation of
any Product or for the expenses thereof. Repairs and replacements covered by the above warranty are warranted to conform
with the written specification furnished or agreed to by Cellebrite for a period of(i) six (6) months from the date of repair or
replacement or (ii) until the expiration of the original Warranty Period, whichever is later,Cellebrite warrants that Accessories
shall be in conformance with the written specification furnished or agreed to by Cellebrite for six (6) months after acceptance
(the "Accessories Warranty Period"). If any Defect is suspected in any accessories during the Accessories Warranty Period,
Purchaser, after obtaining return authorisation information from Cellebrite, shall ship suspected defective Accessories to
Cellebrite in accordance with Cellebrite's instructions. No Accessories will be accepted for repair or replacement without the
written authorisation of Cellebrite. If returned Accessories do not have a Defect, Purchaser shall pay Cellebrite all costs of
handling, inspection, repairs and transportation at Cellebrite's then-prevailing rates. If returned Accessories have a Defect,
Cellebrite shall either repair or replace the defective Accessories with the same or equivalent Accessories without charge. Title
in any replaced Accessories shall pass to Cellebrite upon delivery of the replacement Accessories.
"Accessories" shall mean using any peripheral equipment which accompanies, or is used in conjunction with, the Products,
including without limitation,cables,kits,connectors or other accessories.
B. Touch Screen Exclusion:
The Warranty Period for the touch screen of any Product with a touch screen is the period from the date of Purchaser's initial
receipt of the Product until thirty(30) days after such date, and Cellebrite provides the warranty under Section A in relation to
such touch screen Products only to the extent any damage to it was not caused by Purchaser's negligence or wilful misconduct.
C. Warranty of Title:
Cellebrite warrants that any title conveyed hereunder(excluding Software) shall be good and its transfer rightful, and that the
Products delivered under these GTC shall be free from all liens,encumbrances and restrictions.Cellebrite further warrants that it
has all rights and powers necessary to perform its obligations under these GTC and that to its knowledge,it has the right to grant
the licenses and other rights provided to Purchaser by these GTC.
D. Software Warranty:
Cellebrite warrants to Purchaser that for a period of sixty (60) days after the date of shipment, the Software will perform
substantially in conformity with its Documentation. As Purchaser's sole and exclusive remedy, Cellebrite will, at its sole
expense, and as its sole obligation,promptly repair or replace any Software that fails to meet this limited warranty. Subject to
the EULA, Software shall be provided with an initial twelve (12) months licence which may be renewed by Purchaser for
additional terms against payment of the applicable subscription fees to Cellebrite(the"Software License Period"). During the
Software License Period Cellebrite shall provide Purchaser with periodical Software Updates (as defined below),at Cellebrite's
sole and absolute discretion.
"Update" means an update to the Software that is provided by Cellebrite and that may incorporate (i) corrections of any
substantial defects; (ii)fixes of any minor bugs; (iii)at the sole discretion of Cellebrite,allowing additional compatibility of the
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Software with cellular phones provided by third parties; and/or(iv) at the sole discretion of Cellebrite, minor enhancements to
the Software,as the case may be;provided,however,that Updates shall not include Software upgrades.
E. Services Warranty:
Cellebrite warrants to Purchaser that any services provided hereunder shall be delivered in a professional manner. Purchaser's
sole and exclusive remedy with respect to a breach of the warranty in this Section E shall be for Cellebrite to use commercially
reasonable efforts to re-perform such services.
F. Exclusions:
Notwithstanding anything to the contrary in these GTC, the warranties herein do not apply to, and Cellebrite makes no
warranties with respect to Defects in Products or Software if the Defect is caused by: (a) Purchaser's misuse, damage, or
unauthorised modification of the Products or Software; (b) Purchaser's combination of the Products or Software with other
products or software,other than as authorised in writing by Cellebrite; (c)placement of the Products or Software in an operating
environment contrary to specific written instructions and training materials provided by Cellebrite to Purchaser; (d)Purchaser's
intentional or negligent actions or omissions,including physical damage,fire, loss or theft of a Product; (e)cosmetic damage to
the outside of a Product, including ordinary wear and tear, cracks or scratches; (f) for any Product with a touch screen, any
Defect in such a touch screen after thirty (30) days from the date of receipt of such Product, or any Defect caused in a touch
screen by Purchaser's negligence or wilful misconduct; (g)maintenance of the Products or Software in a manner that is contrary
to written instructions provided by Cellebrite to Purchaser; (h) a product or service not provided, authorised or approved by
Cellebrite for use with the Products or Software; (i)any repair services not authorised or approved by Cellebrite; (j)any design,
documentation,materials,test data or diagnostics supplied by Purchaser that have not been authorised or approved by Cellebrite;
(k)usage of any test units, experimental products,prototypes or units from risk lots (each of which is provided"AS IS"to the
maximum extent permissible by law); (1)any third party original equipment manufacturer's restrictions on individual phones or
models of phones that prevent the phones or models of phones from working with the Products or Software; (m)any damage to
a third party device alleged to or actually caused by or as a result of use of a Product or Software with a device; (n)any Products
that have had their serial numbers or month and year of manufacture or shipment removed, defected or altered; (o) any
interactions or other effects relating to or arising out of the installation of copies of the Software beyond the number of copies
authorised by an agreement between Cellebrite and Purchaser; (p)use of Products or Software incorporated into a system,other
than as authorised by Cellebrite; or(q)any Products or Software that has been resold or otherwise transferred to a third party by
Purchaser(any Product or Software affected by the cases in(a)-(q)is referred to hereinafter as an"Excluded Item").
G. Warranty Limitations:
EXCEPT AS STATED IN THIS WARRANTY, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES,
SUBCONTRACTORS AND SUPPLIERS EXCLUDE ALL OTHER REPRESENTATIONS, WARRANTIES, AND
CONDITIONS,EXPRESS OR IMPLIED,AND SPECIFICALLY DISCLAIM ANY WARRANTY AND/OR CONDITION OF
MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF
PRIVACY RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,
AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE,
AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION OR THAT THE PRODUCTS WILL
BE OF SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PURCHASER'S SOLE AND
EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE
CELLEBRITE'S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS
COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT CELLEBRITE'S OPTION) SUCH ITEM AS SET FORTH
ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS
ESSENTIAL PURPOSE.
H. Repaired or Replaced Products:
Before returning a Product for service,Cellebrite recommends that Purchaser back up any data contained in such a Product. IN
NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO PURCHASER OR ANY THIRD
PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO,
LOSS OF, OR CORRUPTION OF, ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM
CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A
FAILURE OR MALFUNCTION OF A PRODUCT.
I. Out of warranty_period:
In any event,for a period of 4 years after the warranty period has ended,Purchaser shall have the option to send a product back
for repair under the following conditions (i) Purchaser shall obtain a written return authorisation confirmation from Cellebrite,
(ii) following such confirmation, the shipping of the Products back to Cellebrite shall be on Purchaser's sole expense and risk.
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Following receipt of the Product, Cellebrite shall send Purchaser a price proposal prior to repair/replacement of the unit based
on the damage detected. In the event Purchaser shall require such repair/replacement, Purchaser shall provide in a returned
Purchase Order (payment will be made as per Purchaser's agreed payment terms signed in a contract or the payment will be
requested in advance)and Cellebrite shall ship any repaired/replaced Product EXW(Incoterms 2010),on Purchaser's expense.
Appendix II
Business Conduct Policies
Prevention of Internal Corruption
1.1. Purchaser shall not offer to Cellebrite or its representatives as a variation of this Agreement or as a collateral agreement to
it any advantage other than a financial discount.
1.2. Purchaser, or any person employed by Purchaser or acting on its behalf(whether with or without the knowledge of
Purchaser) shall not offer or give,or agree to give,to any person any gift or consideration of any kind as an inducement or
reward for doing or forbearing to do,or having done or forborne to do, any action in relation to the obtaining or execution
of any agreement with Cellebrite, or for showing favour or disfavour to any person in relation to any agreement with
Cellebrite.
1.3. Purchaser shall report to Cellebrite if it is aware of any employee of Cellebrite or any person acting on Cellebrite behalf
having offered or given, or agreed to give,to any person any gift or consideration of any kind as an inducement or reward
for doing or forbearing to do,or having done or forborne to do, any action in relation to the obtaining or execution of any
agreement with Cellebrite or for showing favour or disfavour to any person in relation to any agreement with Cellebrite.
2. Compliance with Anti-Corruption Laws
2.1. Neither Purchaser nor its directors, officers, employees, agents or shareholders shall, directly or indirectly, in connection
with any agreement with Cellebrite and the business resulting therefrom (a) offer, pay, promise to pay, or authorize the
giving of any monies or financial or other advantage to any person for the purpose of inducing or rewarding that person or
any other person to perform their role or function improperly or for the purpose of influencing a Government Official in
relation to any decision, act or other performance of their official role or function, including a decision to fail to perform
that role or function, so as to obtain or retain business or a business advantage of any kind; or (b) act in breach of any
applicable anti-bribery and anti-corruption laws,rules or regulations of similar purpose and effect,including but not limited
to the UK Bribery Act 2010(together, "Anti-Corruption Laws").
2.2. Purchaser agrees to keep full and accurate books and records of all payments made in connection with any agreement with
Cellebrite, and to make all such books and records available to Cellebrite's duly authorised representatives as deemed
necessary by Cellebrite to verify Purchaser's compliance with the Undertaking.
2.3. No Government Official holds any shares,partnerships interests or other equity or ownership interests in Purchaser,or is an
officer, director, employee, contractor or agent of Purchaser, and no Government Official has or will have a right to or
interest in any payment or other thing of value provided by Cellebrite to the Purchaser.
2.4. Purchaser shall ensure that its sub-contractors and any third parties with whom Purchaser contracts, or which Purchaser
nominates, in connection with the performance of any agreement with Cellebrite, enter into the same compliance
obligations vis-à-vis Purchaser as set out in this Undertaking.
2.5. Purchaser shall not take any action or permit or authorise any action which may render Cellebrite liable for a violation of
Anti-Corruption Laws and will not violate or cause Cellebrite to violate, Anti-Corruption Laws in connection with
Purchaser's provisioning of services to Cellebrite under this Agreement.
2.6. Purchaser shall implement suitable procedures within their business to enable their employees to report any instances of
bribery or suspicious behaviour and shall adequately train their staff to understand their obligations with regards to these
procedures and this Undertaking and how to report any instances of bribery or suspicious behaviour. Any such reports shall
be thoroughly investigated internally.
3. Compliance with Anti-Money Laundering Laws
3.1. Purchaser and its directors, officers, employees, agents, shareholders and any other person acting on its behalf,will at all
times comply with all applicable country, federal, state and local laws, ordinances, codes, regulations, rules, policies,
regulations, guidance and procedures,related to the prevention of money laundering and terrorist financing("Anti-Money
Laundering Laws").
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3.2. Purchaser shall not commit, any offence, civil breach or civil wrong under any Anti-Money Laundering Law, and shall
provide true information and statements to the extent the disclosure of such information is required under such law.
3.3. Purchaser and its directors, officers,employees,agents,shareholders and any other person acting on its behalf shall not do
any of the following in relation to property which Purchaser knows or suspects constitutes or represents(in whole or in part
and whether directly or indirectly) a person's benefit from conduct if that conduct constitutes an offence in any part of the
United Kingdom or would constitute an offence in any part of the United Kingdom if it occurred there ("Criminal
Property"):
3.3.1.Acquire Criminal Property;
3.3.2.Use Criminal Property;
3.3.3.Possess Criminal Property;
3.3.4.Conceal Criminal Property;
3.3.5.Disguise Criminal Property;
3.3.6.Convert Criminal Property;
3.3.7.Transfer Criminal Property;
3.3.8.Remove Criminal Property from the UK;or
3.3.9.Enter into or become concerned in an arrangement which the person in question knows or suspects facilitates (by
whatever means)the acquisition,retention,use or control of criminal property by or on behalf of another person.
3.4. Purchaser and its directors, officers, employees, agents, shareholders and any other person acting on its behalf shall not
commit any criminal offence which gives rise to Criminal Property.
3.5. Purchaser and its directors, officers, employees, agents, shareholders and any other person acting on its behalf shall not
take any action or permit or authorise any action which may result in Cellebrite committing or being liable for a violation
of Anti-Money Laundering Laws and will not violate or cause Cellebrite to violate, Anti-Money Laundering Laws in
connection with Purchaser's provisioning of services to Cellebrite under this Agreement.
4. Prohibition against Forced Labor,Child Labor and Trans-Shipment
4.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all applicable laws pertaining to
employment and employment practices, including all laws relating to labor relations, equal employment opportunities, fair
employment practices, employment discrimination,harassment,retaliation,reasonable accommodation, disability rights or
benefits, immigration,wages,hours, overtime compensation, child labor,hiring,promotion and termination of employees,
working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence and
unemployment insurance.
4.2. Purchaser,or any person employed by it or acting on its behalf, shall not manufacture, assemble or package products,shall
not provide any service, and shall not engage in any activity, in connection with the delivery of its obligation towards
Cellebrite,through the use of forced labor,prison labor or forced or illegal child labor.
4.3. Purchaser, or any person employed by it or acting on its behalf, shall not trans-ship any products for the purpose of
mislabeling evading quota or country of origin restriction or for the purpose of avoiding compliance with forced labor,
prison labor or child labor laws.
5. General
5.1. References herein to the term "Purchaser" shall include any of Purchaser's direct or indirect parent, subsidiary and
affiliated companies,and their respective successors and assigns.
5.2. References herein to the term "Government Official" shall include: (i) any elected or appointed government official; (ii)
any employee or person acting for or on behalf of a government official, agency,or enterprise performing a governmental
function; (iii) any political party, candidate for public office, officer, employee, or person acting for or on behalf of a
political party or candidate for public office; (iv) an employee or person acting for or on behalf of a public international
organization; (v) a physician being reimbursed by government funds; or (vi) any other person who otherwise falls within
the concept of government official under local laws.
5.3. Where Purchaser becomes aware of any potential breach of this Undertaking,it should report this immediately to Cellebrite
in writing.
5.4. Purchaser shall vigorously enforce compliance with this Undertaking and shall take disciplinary action against any
employees who breach this Undertaking.
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5.5. Purchaser acknowledges that the provisions of this Undertaking serve as an integral part of any agreement,written or oral,
with Cellebrite. Should Purchaser fail to provide notice as required under clause 5.3 above,or should Cellebrite determine,
in its sole discretion, that Purchaser is in breach of this Undertaking, Cellebrite shall have the right to immediately
terminate any agreement with Cellebrite by written notice to Purchaser.
TRAINING TERMS AND CONDITIONS
1. Certain Definitions. In this Training Terms Addendum,the following defined terms have the meaning ascribed to them below:
(i) "Cellebrite Certified Instructor" means an individual who has passed the requirements prescribed by Cellebrite to lead a
given Class. (ii) "Certificate" means a certificate issued by Cellebrite to a Student who has completed a Class and passed the
applicable examination and completed any other requirements as may be determined by Cellebrite from time to time. (iii)
"Class"means a training program supplied by Cellebrite hereunder. (iv)"ILT"means a Class that is led by a Cellebrite Certified
Instructor and provided in a classroom environment. (v)"LOT"means a Class that provides live online training and is designed
to be similar to ILT. (vi) "Seat" means a Student's confirmed place in an ILT or LOT. (vii) "Student" means an individual
attending a Class that is an employee or an individual independent contractor of Purchaser. (viii) "WBT"means a Class that is
available online,on-demand to a Student,and is self-paced and designed to support a Student unable to attend ILT.
2. Purchase Order Terms. In each Purchase Order, Purchaser shall specify: (i) the name of each Student attending a Class and
current contact information (including email address) for each such Student; (ii) the name and contact information of
Purchaser's point of contact for Cellebrite; (iii)for ILT,the date and location of the course(s)for which Purchaser is seeking any
Seat; (iv) for LOT,the date of the course(s) for which Purchaser is seeking any Seat; (v) for WBT,the name of the Class; and
(vi)the price per Seat purchased for ILT or LOT,or the price per Student for WBT, as specified in Cellebrite's Quote. Cellebrite
shall provide a written response to each Purchase Order within seven (7) business days following the issuance of a Purchase
Order for training Services. In the event Cellebrite fails to respond to Purchaser within such period, the applicable Purchase
Order shall be deemed accepted by Cellebrite.
3. Purchase Order Cancellation or Modification.Purchaser may cancel a Purchase Order for ILT or LOT or a portion thereof,for
any Student to attend ILT or LOT or postpone or reschedule any attendance at ILT or LOT by a Student (collectively, "PO
Modification"), by providing Cellebrite notice thereof that is received by Cellebrite at least forty five (45) days prior to the
applicable Class.In the event of any PO Modification for ILT or LOT that is received by Cellebrite less than forty five(45)days
prior to the applicable Class,Purchaser shall bear the proportion of Cellebrite's costs set forth below incurred in connection with
such Class prior to Cellebrite's receipt of such notice, including costs of rental of a location, costs of travel, personnel costs,
costs of materials, shipping costs and other costs;provided that Cellebrite shall use commercially reasonable efforts to mitigate
such costs.
Days Prior to ILT or LOT When Cellebrite is Cancellation Fee per Seat Rescheduling Fee per Seat
Notified
>45 days 0% 0%
>22 days and<44 days 25% 0%
>15 days and<21 days 50% 10%
14 days 75% 25%
Cellebrite may invoice Purchaser at any time following a PO Modification. Purchaser may submit a PO Modification to Cellebrite
by sending an email to training@cellebrite.com. Cellebrite may, in its reasonable discretion, allow Purchaser to substitute one
Student for another Student if Purchaser submits such request to Cellebrite at training@cellebrite.com. Notwithstanding the
foregoing, in the event that Purchaser has requested a private Class, Cellebrite shall only charge Purchaser such costs in the event
that Purchaser issues a PO Modification that is received by Cellebrite less than thirty(30) days before the applicable Class and in
such event Purchaser shall be responsible for 100%of Cellebrite's costs associated with such PO Modification.
4. Registration. Purchaser shall ensure that each Student registers separately in Cellebrite's learning management system.
Purchaser understands that Cellebrite may place restrictions on certain Classes from time to time, including prerequisites or
limitations to certain types of Students (e.g., law enforcement officers). Purchaser shall ensure that each Student does not use
login credentials of any other Student and that each Student provides accurate information as part of his or her registration. A
Student that does not have his or her own login credentials may not have accurate student records,access to appropriate course
materials, complete applicable examinations or receive any Certificate. Without limiting any other remedy, Cellebrite may
invoice Purchaser for any additional fees associated with sharing of any account by any Student.
5. Enrollment. For any Student to attend a Class, a registration key is required. Cellebrite shall provide a registration key to the
email address associated with each Student that is to attend a Class under a Purchase Order after Cellebrite receives payment for
such Class. Each registration key is unique and is valid for one Student to attend one Class. In the event that Purchaser
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purchases the right for a bulk number of Students to attend a Class (as may be determined by Cellebrite from time to time),
Cellebrite shall send a list of registration keys to Purchaser's point of contact for distribution to each Student by Purchaser.
Cellebrite may cancel a reservation for ILT or LOT or revoke a registration key if a Student has not completed any prerequisite
for the applicable Class.
6. ILT-Specific Terms. Purchaser must submit a Purchase Order for ILT, and Cellebrite must have received payment from
Purchaser therefor, at least fifteen (15) days before the earliest ILT for which Purchaser is purchasing Seats thereunder.
Cellebrite may, at its option, accept a Purchase Order after such time frame, but Purchaser may not receive appropriate
notifications or may be subject to additional charges for expedited shipping, last minute travel and lodging charges, additional
Cellebrite Certified Instructors and other such costs. For an ILT to proceed as scheduled, a minimum number of Students is
required. Cellebrite may cancel an ILT for any reason, including because an ILT does not have enough Students. Any
cancellation by Cellebrite hereunder shall be without liability to Purchaser. Cellebrite requests that Purchaser not purchase any
travel for any Student prior to receipt of confirmation that an ILT will take place.
7. Modification of ILT. Cellebrite may modify the location, start time or other matters in relation to ILT at any time, without
liability,by notifying Purchaser thereof. If a venue is not suitable for delivery of ILT, Cellebrite may delay delivery until such
venue is made suitable for delivery of ILT.In such a case,Cellebrite shall notify Purchaser.
8. International ILT. For any ILT that is not conducted in the United States of America, Purchaser shall be responsible for
providing appropriate assistance to Cellebrite regarding entering the applicable country, including information about customs
requirements,visa requirements,facilitating entry of Cellebrite personnel and Products,import and export laws or regulations of
the applicable country, ensuring use of Products and training Services complies with applicable laws and regulations in the
applicable country and other matters. At Cellebrite's request,Purchaser shall act as consignee of Products that Cellebrite seeks
to import into the applicable country for an ILT at which Purchaser has any Student attending. Cellebrite is not responsible for
any delay or cancellation to any ILT as a result of delays in import or export of Products or visas for Cellebrite personnel.
9. Registration Keys. Upon Cellebrite's receipt of payment therefor, Cellebrite shall issue Purchaser the applicable number of
registration keys for Classes. A registration key for a Class is only valid for forty-five(45) days after issuance by Cellebrite. In
order to participate in WBT or LOT, a Student is responsible for procuring his or her own computer and Internet access that are
able to access WBT or LOT. Each Student taking a WBT or LOT must have a current license to UFED technology, Physical
Analyzer and Phone Detective from Cellebrite, and Cellebrite may require that each such Software is the latest version thereof.
Certain WBT or LOT may also have additional Software licensing requirements, and Cellebrite may change the requirements
for licensing of Software for any WBT or LOT from time to time, without notice. Cellebrite shall mail a kit to each Student of
certain WBT or LOT, using the address provided by such Student as part of his or her account information, FCA Cellebrite's
location (Incoterms 2010) in New Jersey as shall be provided by Cellebrite. In the event that such address is not accurate,
Cellebrite may invoice Purchaser for ninety-nine dollars ($99) and Purchaser agrees that such Student's access to a Student kit
necessary for such WBT or LOT may be delayed.
10. Return of Student Kits. Purchaser shall ensure that each Student returns his or her Student kit promptly after taking the
applicable WBT or LOT. Such return shall be made DDP Cellebrite's location (Incoterms 2010) in New Jersey as shall be
provided by Cellebrite.In the event that Cellebrite has not received a Student kit within thirty(30)days after the commencement
of a WBT or LOT, Cellebrite may invoice Purchaser ninety-nine dollars ($99) and may cancel the certification of any Student
whose kit was not returned to Cellebrite.
11. Certificates. Upon successful completion of a Class by a Student, Cellebrite shall issue the appropriate Certificate to such
Student. Any Certificate shall be valid until two (2)years after it was issued. Any Certificate that is altered by or on behalf of
Purchaser shall no longer be valid, and Cellebrite reserves the right to cancel any Certificate that has been altered at any time
and with no liability to Purchaser.
12. Warranty Disclaimer. EXCEPT AS SET FORTH IN CELLEBRITE'S STANDARD WARRANTY, EACH CLASS IS
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, CELLEBRITE DOES NOT
WARRANT THAT: (I)THE INFORMATION AVAILABLE THROUGH WBT OR LOT IS FREE OF ERRORS; (II)WBT OR
LOT WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV)
CELLEBRITE'S SERVERS OR THE SERVERS THAT MAKE WBT OR LOT AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS.
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IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED
SOFTWARE (AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS
ACCEPTANCE OF THIS AGREEMENT.
CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS AGREEMENT(THE"EULA"),ANY ADDITIONAL TERMS IN
AN AGREEMENT SIGNED BY BUYER (AS DEFINED BELOW) AND CELLEBRITE, AND ANY
"CLICK-ACCEPT" AGREEMENT, AS APPLICABLE. TO THE EXTENT OF ANY CONFLICT
AMONG THIS EULA, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER
AND CELLEBRITE, ANY "CLICK-ACCEPT" AGREEMENT, ANY TERMS ON A PURCHASE
ORDER AND CELLEBRITE'S TERMS AND CONDITIONS OF SALE, THE ORDER OF
PRECEDENCE SHALL BE (A) AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE; (B)
THIS EULA; (C) THE "CLICK-ACCEPT" AGREEMENT; (D)CELLEBRITE'S TERMS AND
CONDITIONS OF SALE; AND (E) BUYER'S PURCHASE ORDER, TO THE EXTENT SUCH
TERMS ARE PERMISSIBLE UNDER CELLEBRITE'S TERMS AND CONDITIONS OF SALE OR
AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE (COLLECTIVELY, (A)-(E), AFTER
APPLYING THE ORDER OF PRECEDENCE, THE"AGREEMENT").
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE
PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED
IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER
ORGANIZATION THAT YOU REPRESENT (THE "BUYER") EXPRESSLY CONSENT TO BE
BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS
CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR
USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS
EMBEDDED), AND(B) WITHIN THIRTY(30)DAYS AFTER RECEIPT OF ANY SOFTWARE(OR,
IF AN AGREEMENT BETWEEN BUYER AND CELLEBRITE PROVIDES A SHORTER TIME
PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER
RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED
RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE
IS EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS
CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO
CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF
THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT.
YOUR RIGHT TO RETURN AND REFUND ONLY APPLIES IF YOU ARE THE ORIGINAL END
USER PURCHASER OF SUCH PRODUCT AND/OR LICENSEE OF SUCH SOFTWARE.
This EULA governs Buyer's access to and use of any Software and/or any Product (as defined below)
first placed in use by Buyer on or after the release date of this EULA(the"Release Date").
1. DEFINITIONS—In this Agreement, the following capitalized terms shall have the meaning set
forth below:
"Affiliate" of a party means such party's parent corporation, an entity under the control of such
party's parent corporation at any tier or an entity controlled by such party at any tier. For these
purposes, "control" shall mean the power to direct or cause the direction of the management and
policies of the entity, whether through the ownership of more than 50% of the outstanding voting
interests in such entity or otherwise.
"Authorization Product" means a product sold by Cellebrite or an authorized reseller of
Cellebrite with embedded License Authorization Software, including but not limited to a USB
dongle with embedded License Authorization Software.
"Authorized Users" means the number of Users that Buyer is licensed to have access to the
applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in
the Agreement. If the number of Authorized Users is not otherwise set forth in the Agreement,
the number of Authorized Users shall be deemed to be equal to the number of Products (other
than Authorization Products)purchased by Buyer.
"Cellebrite" means (i) Cellebrite Mobile Synchronization Ltd., an Israeli corporation with offices
at 94 Shlomo Shmeltzer Road, Petach Tikva, Israel 4970602 or (ii) the subsidiary of Cellebrite
Mobile Synchronization Ltd. (including without limitation Cellebrite Inc., Cellebrite GmbH,
Cellebrite APAC Pte. Ltd. or Cellebrite Solugoes Tecnol'ogicas Ltda.), which has an agreement
with Buyer and/or issues invoices to Buyer with respect to any Software and/or Product, as
applicable.
"Concurrent Users" means the number of Authorized Users (whether Named Users or not) of
Buyer concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit
(except reviewing results of analyses generated by Software) of Software, either directly or
indirectly from a remote location. If a single User connects to Software using multiple concurrent
log-ins or connections, each such active logical connection or log-in is counted toward the
number of Concurrent Users.
"Documentation"means any documentation related to any Software provided by Cellebrite.
"Embedded Software"means a copy of Software delivered embedded in or loaded onto a Product
when such Product is sold by Cellebrite. Any Updates or Upgrades to Embedded Software are
also deemed "Embedded Software", notwithstanding being separately delivered from the
applicable Product.
"Law" shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance,
regulation, rule or other binding restriction or requirement of or by any governmental authority,
as may be amended, changed or updated from time to time.
"License Authorization Software" means Software that is provided together with hardware on
which it is embedded that is used to validate the authorized use of standalone Software.
"License Term" means the term of a paid subscription to an instance of Software or a unit of
Product.
"Named Users" means a User authorized by Buyer to access or use the Software through the
assignment of a single user ID, regardless of whether such User is using Software at any given
time. A non-human device capable of accessing or access Software is counted as a Named User.
"Product" means a product (hardware and Software) sold by Cellebrite or an authorized reseller
of Cellebrite. The term "Product" includes without limitation the UFED Pro series, UFED field
series and Analytics series of products. "Product" includes Authorization Products.
2
"Remote Access Protocol" means any remote access application, including without limitation
Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect
a single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an
Authorization Product directly connected to such host computer for each Authorization Product •
then licensed by Buyer, as long as such Authorized User, single remote computer and single host
computer with an Authorization Product are all located in the Territory.
"Software" means an instance of a program, module, feature, function, service, application,
operation or capability of any Cellebrite-supplied software.The term"Software" includes without
limitation any Embedded Software,standalone software or any License Authorization Software.
"Territory" means the country in which Product was purchased or Software was licensed from
Cellebrite or an authorized reseller of Cellebrite.
"Third Party" means an individual or entity other than Buyer, Cellebrite and Cellebrite's
Affiliates.
"Third Party Software" means certain software provided by a Third Party embedded in any
Product, either as a standalone feature or as part of any Software, and which may be subject to
additional end user license restriction and agreements.
"Update" means an update to any Software that is provided by Cellebrite and that may
incorporate (i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole
discretion of Cellebrite, allowing additional compatibility of the Software with mobile devices
provided by Third Parties; and/or(iv) at the sole discretion of Cellebrite, minor enhancements to
the Software; provided, however, that Updates shall not include Upgrades. Updates are generally
identified by Cellebrite by a change to the version number to the right of the first decimal point
(e.g.,version 4.1 to 4.2).
"Upgrade" means a new release of any Software that incorporates substantial changes or
additions that(i)provide additional value and utility; (ii) may be priced and offered separately as
optional additions to any Software; and/or (iii) are not generally made available to Cellebrite's
customers without a separate charge. Upgrades are generally identified by Cellebrite by a change
to the version number to the left of the first decimal point(e.g.,version 4.2 to 5.0).
"User"means an individual able to gain access to any Software functionality.
"You"means any individual seeking the benefit of or evaluating this EULA.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA (including without limitation as set
forth in Sections 2.E and 2.F), Cellebrite hereby grants to Buyer, and Buyer accepts, upon
delivery of any Software, during the License Term a non-exclusive, non-transferable and non-
sublicensable license with respect to such Software to (i) allow the Authorized Users to use such
Software, in executable form only, and any accompanying Documentation, only for Buyer's
internal use in connection with the Products, in the Territory (or any other location specifically
authorized by Cellebrite in writing) and only as authorized in the Agreement, and subject to the
terms hereof; ii)make a reasonable number of copies of Software, (except with respect Embedded
Software), for use only as licensed in this EULA, though in no case more than the number of
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Authorized Users; and (iii) make one (1) copy of Software, (except with respect Embedded
Software), for backup, archival or disaster recovery purposes.
i. Embedded Software Limitations. Buyer shall use any Embedded Software solely for
execution on the unit of Product originally delivered to Buyer with such Embedded Software
installed, or any replacement unit provided under a warranty from Cellebrite. Any Update or
Upgrade of such Embedded Software that Cellebrite has licensed to Buyer may be loaded
and executed only on the unit of Product on which any originally licensed Software is
authorized to execute.
ii. License Exclusion. Notwithstanding any other provision of this EULA, except as may
otherwise be required by applicable Law, no license is granted for installation or use of any
Software or associated Update or Upgrade on any Product resold by anyone who is not an
authorized reseller of Cellebrite for such Product.
iii. Single Product; Single Authorization Product. Buyer's license to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product
purchased from Cellebrite or Cellebrite's authorized reseller. Buyer's license to any License
Authorization Software is limited to a license to use such License Authorization Software on
one (1) Authorization Product for each license to such standalone Software the authorized
use of which is validated by such License Authorization Software and where such license is
purchased from Cellebrite or Cellebrite's authorized reseller.
iv. Authorization Products. Without limiting Section 2.F, Buyer shall not, and shall not permit
any User to, use any Authorization Product on a computer other than the computer to which
such Authorization Product is directly connected (i.e.,not through a network), except that an
Authorized User may use Remote Access Protocol with Cellebrite's UFED Physical
Analyzer. Buyer shall ensure that multiple users cannot use Remote Access Protocol to
access UFED Physical Analyzer simultaneously. For the avoidance of doubt, subject to the
terms and conditions of this EULA, sharing a USB dongle among Concurrent Users is
permitted.
v. Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein
each computer running an Authorization Product will be configured or at least limited to
serve only one remote connection at a time. In other words, only one Authorized User can
use a Remote Access Protocol at the same time. For example, if a host computer is installed
with multiple instances of Cellebrite's UFED Physical Analyzer, Buyer will ensure that it is
not possible for multiple remote users to connect to the host computer and/or ensure that the
foregoing does not occur. Regarding any other Cellebrite products or software other than
Cellebrite's UFED Physical Analyzer, Buyer may not use a Remote Access Protocol unless
expressly agreed to in writing by Cellebrite.
vi. Named Users. In the event that the Agreement specifies that any Software may be used by
Named Users, Buyer shall ensure that the use of such Software shall be used only by the
applicable Named Users. Buyer shall assign for each Named User a unique login credential
for the purpose of allowing the Named User to access and use such Software. No more than
one User may use each unique combination of login credentials, and the sharing of such
credentials is expressly prohibited. Buyer shall be responsible for ensuring the security and
confidentiality of its Named User login credentials.
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vii. Concurrent Users. In the event that the Agreement specifies that any Software may be used
by Concurrent Users,Buyer may install one instance of such Software on the designated host
server as specified in the Agreement for concurrent and simultaneous use and/or access by
such number of Concurrent Users set forth in the Agreement. Buyer shall ensure that the
number of Concurrent Users accessing such Software at any time shall not exceed such
number set forth in the Agreement. Buyer must keep a record of all Authorized Users who
are Concurrent Users.
B. Updates and Upgrades.
i. Updates. Updates or Upgrades to any Software may be made available to Buyer pursuant to a
separate agreement between Cellebrite and Buyer. Any particular Update or Upgrade shall
be licensed under the terms of the Software that is being updated by such Update or
Upgrade, as the case may be.
ii. Limitation. Except as expressly provided in the Agreement,Buyer shall have no rights in any
Update or Upgrade to Software, nor any rights to support services associated with such
Software.
iii. No Obligation.Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Buyer or Buyer to accept such Updates or Upgrades. The provision of any Updates or
Upgrades shall be governed by a separate agreement between Cellebrite and Buyer, or by a
purchase order issued by Buyer and accepted by Cellebrite, in Cellebrite's sole discretion.
iv. Trial License for Updates and Upgrades. Subject to the terms and conditions of this
Agreement, Cellebrite hereby grants to Buyer, and Buyer accepts, a nonexclusive, time-
limited and nontransferable license, effective upon delivery, to use a copy of an Update or
Upgrade to Software, in executable form only, when provided by Cellebrite, and any
accompanying Documentation, only for Buyer's internal use for a trial of such Update or
Upgrade, as the case may be, in the Territory and only as authorized in the Agreement, for a
period as specified by Cellebrite, but, in any case, no longer than sixty (60) days after
Cellebrite provides such Update or Upgrade, subject to the restrictions in Section 2.E, 2.F
and, if applicable, 2.D. Any time-limited license for any Software shall be subject to the
foregoing license grant and such license may be issued at Cellebrite's sole discretion. Buyer
agrees to provide to Cellebrite one or more email addresses at which Cellebrite can contact
Buyer for communications from Cellebrite, including without limitation regarding Updates
or Upgrades. Buyer shall provide Cellebrite with updated email address(es) each time such
email address(es)change.
C. Specific License Terms for UFED Family of Products. The terms in this Section 2.0 apply only
to the UFED family of products (including without limitation UFED Touch, UFED 4PC, UFED
TK, UFED CHINEX, Reader, UFED Ultimate, UFED Physical Analyzer, UFED Logical
Analyzer, UFED Phone Detective, , UFED Cloud Analyzer, UFED InField Kiosk, UFED
InField).
i. Any use or operation of the Cellebrite UFED family of products in connection with any
product and/or mobile device developed, manufactured, produced, programmed, assembled
and/or otherwise maintained by any person or entity shall be permitted only after the User of
the Cellebrite UFED family of products has obtained any consents or approvals required (to
the extent required)pursuant to applicable Law.
5
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES
OR REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY
UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR
OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE,
EXEMPLARY OR OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY
ARISING OUT OF OR RELATING TO THE USE OF ANY OF THE CELLEBRITE
UFED FAMILY OF PRODUCTS IN CONNECTION WITH ANY PRODUCT AND/OR
MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED,
ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY,
WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROVAL.
iii. Buyer represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who
have obtained any necessary consents and approvals pursuant to applicable Law shall be
permitted to use any of the Cellebrite UFED family of products; (b) Users of Buyer shall
only use any of the Cellebrite UFED family of products in compliance with the terms of
service, terms of use or other agreement with a Third Party; and(c) Buyer and its Users shall
only use any of the UFED family of Products in compliance with all applicable Laws.
D. License Terms for Educational Use. If Buyer's purchase order or the Agreement indicates that
Buyer is purchasing any Product and/or licensing any Software for educational use only, the
following terms and conditions apply:
•
i. Buyer hereby agrees not to use any Software which is licensed as being for educational use
only for any purposes other than training of Buyer's employees, or, if Buyer is an accredited
educational institution that is an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, or any Law that replaces the same, for training of
students who are full-or part-time students enrolled in a degree-granting program equivalent
to a Bachelor's or higher degree.
ii. Unless otherwise agreed to in the Agreement, the prohibition regarding use of Products for
training other than for training of Buyer's employees set forth in Section 2.F(n) shall
continue to apply. Nothing in this EULA permits Buyer to use any trademarks of Cellebrite.
E. No Right to Sublicense or Assign. Except to the extent otherwise required by applicable Law or
expressly provided for assignment generally in the Agreement, no license provided in this Section
2 is sublicensable, transferable or assignable by Buyer, including by operation of Law, change of
control, merger, purchase or otherwise, without the prior written consent of Cellebrite in each
instance. Other than as expressly permitted by the foregoing, any attempted sublicense,transfer or
assignment by Buyer shall be null and void.
F. License Prohibitions. Notwithstanding anything to the contrary in this EULA, Buyer shall not,
alone, through a User, an Affiliate or a Third Party(or allow a User, an Affiliate or a Third Party
to): (a)modify any Software; (b) reverse compile, reverse assemble, reverse engineer or
otherwise translate all or any portion of any Software; (c)pledge, rent, lease, share, distribute, sell
or create derivative works of any Software; (d) use any Software on a time sharing, service
bureau, application service provider (ASP), software as a service (SAAS), cloud services, rental
or other similar basis; (e)make copies of any Software, except as provided for in the license grant
above; (f) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or
marks in any Software; (g) distribute any copy of any Software to any Third Party, including
without limitation selling any Product in a secondhand market; (h) use any Embedded Software
other than with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more
6
than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite;
(i)disclose any results of testing or benchmarking of any Software to any Third Party; (j)use any
Update or Upgrade beyond those to which Buyer is entitled or with any Software to which Buyer
does not have a valid, current license; (k)deactivate, modify or impair the functioning of any
disabling code in any Software; (1) circumvent or disable Cellebrite's copyright protection
mechanisms or license management mechanisms; (m) use any Software in violation of any
applicable Law(including but not limited to any Law with respect to human rights or the rights of
individuals) or to support any illegal activity or to support any illegal activity; (n) use any
Software to violate any rights of any Third Party; (o) use any Product for any training purposes,
other than for training Buyer's employees, where Buyer charges fees or receives other
consideration for such training, except as authorized by Cellebrite in writing; or(p)attempt any of
the foregoing. Cellebrite expressly reserves the right to seek all available legal and equitable
remedies to prevent any of the foregoing and to recover any lost profits, damages or costs
resulting from any of the foregoing.
G. Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer
Programs) grants Buyer the right to reverse engineer any Software to make it interoperable
without Cellebrite's consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite
of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may
decide either to: (a) perform the work to achieve such interoperability and charge its then-
standard rates for such work to Buyer; or (b)permit Buyer to reverse engineer parts of such
Software only to the extent necessary to achieve such interoperability. Only if and after
Cellebrite, at its sole discretion, partly or completely denies Buyer's request, shall Buyer exercise
its statutory rights.
H. Network Usage. Buyer understands and agrees that Cellebrite may use Buyer's internal network
and Internet connection for the limited purpose of transmitting license-related data at the time of
installation, registration, use or update of Software to a Cellebrite-operated license server. At such
time, Cellebrite may validate the license-related data in order to protect Cellebrite against
unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of
Software upon exchange of license related data between Buyer's computer and the Cellebrite
license server.
Third Party Software. Buyer acknowledges and agrees that the access and use of any Software(or
certain features thereof) may involve access and/or use of Third Party Software. Buyer shall
comply with the terms and conditions applicable to any such Third Party Software, in addition to
the terms and conditions of this EULA, including without limitation the following terms and
conditions(to the extent applicable):
i. Bing Maps—http://go.microsoft.com/?Iinkid=9710837;
http://aka.ms/BingMapsMicrosoftPrivacy
ii. OpenStreetMap—http://www.openstreetmap.ora/copyright
J. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant
any license to Buyer,whether by implication or otherwise.
7
K. Open Source Software.
i. Software may use and/or be provided with third party open source software, libraries or other
components ("Open Source Component"), including those detailed in the open source
notices files separately conveyed to You. To the extent so stipulated by the license that
governs each Open Source Component ("Open Source License"), each such Open Source
Component is licensed directly to Buyer from its respective licensors and not sublicensed to
Buyer by Cellebrite, and such Open Source Component is subject to its respective Open
Source License,and not to this Agreement. If, and to the extent, an Open Source Component
requires that this Agreement effectively impose, or incorporate by reference, certain
disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers,
permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or
incorporated by reference into this Agreement, as required, and shall supersede any
conflicting provision of this Agreement, solely with respect to the corresponding Open
Source Component which is governed by such Open Source License.
ii. In the event that Buyer or another party on its behalf, modifies, replaces or substitutes any
Open Source Component used in or provided with this Software, Buyer hereby fully, forever,
irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and
their employees, officers, directors, resellers, distributors and representatives (collectively,
"Released Parties") from any and all claims, charges, complaints, demands, actions, causes
of action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance
and support obligations (collectively, "Released Claims"), of every kind and nature, with
respect to such Software, including without limitation any such Released Claims that arise as
a matter of applicable Law.
iii. In the event that an Open Source License requires that the source code of its corresponding
Open Source Component be made available to Buyer, and such source code was not
delivered to Buyer with the Software, then Cellebrite hereby extends a written offer, valid
for the period prescribed in such Open Source License,to obtain a copy of the source code of
the corresponding Open Source Component, from Cellebrite. To accept this offer, Buyer
shall contact Cellebrite at support@cellebrite.com.
L. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement,
the Product is an on-premise solution used and operated solely by Buyer without the involvement
of Cellebrite; (c) Cellebrite is not engaged in any processing of`personal data' (as this term is
used in Laws governing data privacy and data protection) that flows through the Product; and
therefore (c) With respect to Cellebrite activities in the scope of this Agreement, Cellebrite is
neither a 'data controller' nor 'data processor' (as these terms are used in Laws governing data
privacy and data protection).
3. OWNERSHIP — Cellebrite (or its licensors) retains ownership of all right, title and interest in
and to any Software and Documentation and any derivative works thereof, and all copies of the
Software and/or Documentation. Nothing in this EULA constitutes a sale, transfer or conveyance
of any right, title or interest in any Software and/or Documentation or any derivative works
thereof. Notwithstanding anything to the contrary, all Software is licensed and not sold and any
reference to a sale of Software shall be understood as a license to Software under the terms and
conditions of the Agreement.
8
4. CONFIDENTIALITY — Buyer and/or Cellebrite may each disclose to the other proprietary
marketing, technical or business information related to the subject of the Agreement
("Confidential Information"). Trade Secret (as defined below) of Cellebrite is Confidential
Information of Cellebrite. Technical information relating to Software or Documentation and any
Software or Documentation is Confidential Information of Cellebrite without any marking
requirement, but any other information disclosed in writing must be marked "confidential",
"proprietary" or the like to be deemed the Confidential Information of a party. Information
disclosed orally may be deemed Confidential Information if the disclosing party says it is
proprietary and summarizes it in a writing to the other party within twenty (20) days of the oral
disclosure.
Pursuant to 18 U.S.C. §1833(b) , Buyer shall not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of Cellebrite's Trade Secrets (as defined
below) only if such disclosure is made: (i) in confidence to a Federal, State, or local government
official or to an attorney, solely for the purpose of reporting or investigating a suspected violation
of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal. In court proceedings claiming retaliation by Cellebrite for Buyer's
reporting a suspected violation of law, Buyer may only disclose Cellebrite Trade Secrets to
Buyer's legal counsel and may only use the Trade Secret information, if Buyer(i)files documents
containing Trade Secrets under seal; and (ii) Buyer does not otherwise disclose Cellebrite Trade
Secrets, except pursuant to a court order.
The term "Trade Secret" means all forms and types of financial, business, scientific, technical,
economic, or engineering information, including patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes,
whether tangible or intangible, and whether or how stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable
measures to keep such information secret; and (b) the information derives independent economic
value, actual or potential, from not being generally known to, and not being readily ascertainable
through proper means by, another person who can obtain economic value from the disclosure or
use of the information.
The receiving party shall: (a) hold Confidential Information in confidence using the same degree
of care as it normally exercises to protect its own proprietary information but at least reasonable
care, (b) restrict disclosure and use of Confidential Information to employees (including any
agents, contractors or consultants) with a need to know, and not disclose it to any other parties,
(c)advise those employees, agents, contractors and consultants of their obligations with respect to
Confidential Information, (d) not copy, duplicate, reverse engineer or decompile Confidential
Information, (e) use Confidential Information only in furtherance of performance under the
Agreement, and (f)upon expiration or termination of the Agreement, return all Confidential
Information to the disclosing party or at the request of the disclosing party, destroy such
Confidential Information.
The receiving party shall have no obligation regarding Confidential Information that: (u) was
previously known to it free of any confidentiality obligation,(w)was independently developed by
it, (x) is or becomes publicly available other than by unauthorized disclosure, (y) is disclosed to
third parties by the disclosing party without restriction, or (z) is received from a third party
without violation of any confidentiality obligation.
If a party is faced with legal action or a requirement under applicable Law to disclose or make
available Confidential Information received hereunder, such party shall promptly notify the
disclosing party and, upon request of the latter,cooperate in contesting such action or requirement
9
at the disclosing(party's expense. Neither party shall be liable for damages for any disclosure or
unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure,
access, or use if the customary degree of care as it uses with respect to its own proprietary
information has been exercised and if, upon discovery of such inadvertent disclosure, access, or
use the receiving party has endeavored to prevent any further (inadvertent or otherwise)
disclosure or use.
In the event that the Agreement has provisions relating to protecting the confidentiality of
disclosures under the Agreement, this Section 4 shall be of no force and effect.
5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this
Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers; and "damages"
shall be deemed to refer collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies. Cellebrite's entire liability and Buyer's exclusive remedies against
Cellebrite for any damages caused by any Product or Software defect or failure, or arising from
the performance or nori-performance of any obligation hereunder, regardless of the form of
action, whether in contract,tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by Cellebrite, Buyer's direct
damages; and
ii. For claims other than as set forth above, Cellebrite's liability shall be limited to direct
damages that are proven, in an amount not to exceed the total amount paid by Buyer to
Cellebrite during the twelve(12)month period that immediately preceded the event that gave
rise to the applicable claim.
C. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS EULA,
CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED
TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN
EXCLUSIVE REMEDY.
D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE
DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED
TO ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE
BY,ANYONE OTHER THAN BUYER.
E. Third Party Software Liability.Notwithstanding anything to the contrary in this EULA, Cellebrite
shall not be liable to Buyer or any User for any damages due to use of any Third Party Software.
The limitations and exclusions from liability under the terms and conditions applicable to any
Third Party Software (which are applicable to the arrangement between Buyer and the applicable
provider of such Third Party Software) shall govern and apply with respect to the use of each
such Third Party Software.
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6. BUYER INDEMNITY —To the maximum extent permitted by applicable Law, Buyer shall, at
its expense: (i)indemnify and hold Cellebrite and its Affiliates and its and their directors, officers,
employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and
against any damages, claim, liabilities and expenses (including without limitation legal expenses)
(whether brought by a Third Party or an employee, consultant or agent of Buyer's) arising out of
any (a) misuse or use of any Product or Software furnished under the Agreement in a manner
other than as authorized under this EULA, including without limitation using the Product or
Software in a manner that violates applicable Law including without limitation a person's Fourth
Amendment rights under the United States Constitution (or its equivalent in the Territory), (b)
modifications to the Products or Software made by or on behalf of Buyer without prior written
authorization of Cellebrite or its Affiliates; (c) Buyer's combination of any Products or Software
with other products or software, without prior written authorization of Cellebrite or its Affiliates,
including without limitation any installation of any software on any Product; (d) Buyer's
combination or operation of the Software in connection with a third-party product, software or
service; (e) misappropriation of a person's list of contacts or other personal information, (f)
failure to obtain consents and approvals required by applicable Law for the use of any of the
UFED family of products in connection with a Third Party product and/or mobile device, as
required under Section 2.0 hereof or (g) use of any Product or Software furnished under the
Agreement in breach of or to violate the terms of service, terms of use or other agreement with a
Third Party; (ii) reimburse Cellebrite for any expenses, costs and liabilities (including without
limitation legal expenses) incurred relating to such claim; and (iii) pay all settlements, damages
and costs assessed against Cellebrite and attributable to such claim.
7. CELLEBRITE INDEMNITY —Cellebrite will, at its expense: (i) indemnify, defend and hold
Buyer and its Affiliates and its and their officers and directors harmless from any claim (whether
brought by a Third Party or any customer of Buyer) to the extent alleging that any Software
furnished under this Agreement directly infringes any patent, copyright or trademark or
misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse
Buyer for any expenses, costs and liabilities (including reasonable attorney's fees) incurred
relating to such claim; and(iii)pay all settlements, damages and costs assessed against Buyer and
attributable to such claim.
In addition, in connection with satisfying its obligations hereunder, Cellebrite shall have the right,
at any time and at its option and expense to: (a) procure for Buyer and/or its customers the right
to continue using such Software, or any Product on which such Software is embedded; (b)replace
or modify any such Software, or any Product on which such Software is embedded, provided or
to be provided, to be free of such infringement; or (c) require return of such Software, or any
Product on which such Software is embedded, and refund the purchase price or license price
depreciated on a straight-line basis over a three(3)year period from the delivery date.
Notwithstanding the foregoing, (A) Cellebrite shall have no obligations under this Section 7 with
respect to any Excluded Item; (B) the maximum liability of Cellebrite in relation to any such
claims under this Section 7 shall not exceed the amounts paid by Buyer to license any Software
for which such infringement claim was filed or purchase Products including such Software in the
then-previous twelve (12) months; and (C) in the event that there are any other indemnification
obligations with respect to infringement of any patent, copyright or trademark or
misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and
effect.
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Cellebrite's obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite
prompt written notice (within no more than thirty (30) days) after any such claim, unless
Cellebrite would not be materially prejudiced thereby; (2) Cellebrite having complete control of
the defense and settlement of such claim; (3) Buyer cooperating fully with Cellebrite to facilitate
the defense or settlement of such claim; and (4) Buyer's substantial compliance with the
Agreement.
The sale of any Product by Cellebrite shall not in any way confer upon Buyer, or upon anyone
claiming under Buyer, any license(expressly, by implication, by estoppel or otherwise)under any
patent claim of Cellebrite or others covering or relating to any combination, machine or process in
which such Product is or might be used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION
OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY
INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN
LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD
THERETO.
8. WARRANTY
A. Hardware Warranty. Subject to Buyer's compliance with the Agreement, Cellebrite warrants to
Buyer that each Product, but not Software, related services or prototypes of any such Product,
shall be materially in conformance with the written specification furnished or agreed to by
Cellebrite for six (6) months after delivery (the "Warranty Period"). If any failure to materially
conform to such specification ("Defect") is suspected in any Product during the Warranty Period,
Buyer, after obtaining return authorization information from Cellebrite, shall ship suspected
defective samples of the Product to Cellebrite in accordance with Cellebrite's instructions. No
Product will be accepted for repair, replacement, credit or refund without the written
authorization of Cellebrite. Cellebrite shall analyze the failures, making use, when appropriate, of
technical information provided by Buyer relating to the circumstances surrounding such failures.
Cellebrite will verify whether any Defect appears in the applicable Product. If a returned Product
does not have a Defect, Buyer shall pay Cellebrite all costs of handling, inspection, repairs and
transportation at Cellebrite's then-prevailing rates. If a returned Product has a Defect, Cellebrite
shall, at Cellebrite's sole option, either repair or replace the defective Product with the same or
equivalent Product without charge or, if such repair or replacement has not occurred by the forty
fifth(45th)day following Cellebrite's receipt of the returned Product, credit or refund (at Buyer's
option) the purchase price within ten (10) days after such forty fifth (45th) day; provided: (i)
Buyer notifies Cellebrite in writing of the claimed Defect within thirty (30) days after Buyer
knows or reasonably should know of the claimed Defect, (ii) the claimed Defect actually exists,
and (iii) the Defect appears within the Warranty Period. Cellebrite shall deliver any replacement
Product to Buyer(Ex Works Cellebrite's loading dock, Incoterms 2010). Any replaced Product or
replaced parts of any Product shall become Cellebrite's property. In no event shall Cellebrite be
responsible for de-installation or reinstallation of any Product or for the expenses thereof. Repairs
and replacements covered by the above warranty are warranted to be free from Defects as set
forth above with respect to any Defect that appears (i) within three (3) months after the date of
repair or replacement or (ii) prior to the expiration of the original Warranty Period, whichever is
later.
B. Touch Screen Exclusion. Notwithstanding Section 8.A, the Warranty Period for the touch screen
of any Product with a touch screen is the period from the date of Buyer's initial receipt of the
Product until thirty(30)days after such date.
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C. Warranty of Title. Cellebrite warrants to Buyer that any title conveyed hereunder (excluding
Software) shall be good and its transfer rightful, and that the Products delivered under this
EULA shall be free from any liens, encumbrances and restrictions.
D. Software Warranty. Cellebrite warrants to Buyer that for a period of sixty(60) days after the date
of shipment, the Software will perform substantially in conformity with its Documentation. As
Buyer's sole and exclusive remedy, Cellebrite will, at its sole expense, in its sole discretion and as
its sole obligation, promptly repair or replace any Software that fails to meet this limited
warranty.
E. Third Party Software Warranty. Notwithstanding anything to the contrary in this EULA,
Cellebrite does not provide any warranty with respect to any Third Party Software. The warranty
under the terms and conditions applicable to any Third Party Software (which are applicable to
the arrangement between Buyer and the applicable provider of such Third Party Software) shall
govern and apply with respect to each such Third Party Software warranty.
F. Exclusions. Notwithstanding anything to the contrary in this warranty, the warranties herein do
not apply to, and Cellebrite makes no warranties with respect to defects in Products or Software
in the following cases: (a) Buyer's misuse, damage or unauthorized modification of any Products
or Software; (b) Buyer's combination of any Products or Software with other products or
software, other than as authorized in writing by Cellebrite, including without limitation any
installation of any software on any Product without Cellebrite's prior written approval; (c)
placement of any Products or Software in an operating environment contrary to specific written
instructions and training materials provided by Cellebrite to Buyer; (d) Buyer's intentional or
negligent actions or omissions, including without limitation physical damage, fire, loss or theft of
a Product; (e) cosmetic damage to the outside of a Product, including without limitation ordinary
wear and tear, cracks or scratches; (f) for any Product with a touch screen, any defect in such a
touch screen after thirty(30)days after the date of receipt of such Product, or any defect caused in
a touch screen by Buyer's negligence or willful misconduct; (g) maintenance of any Product or
Software in a manner that is contrary to specific written instructions provided by Cellebrite to
Buyer; (h) a usage of a product or service not provided, authorized or approved by Cellebrite for
use with any Product or Software; (i) any repair services not authorized or approved by
Cellebrite; (j) any design, documentation, materials, test data or diagnostics supplied by Buyer
that have not been authorized or approved by Cellebrite; (k) usage of any test units, experimental
products, prototypes or units from risk lots (each of which is provided "AS IS"); (1) any Third
Party original equipment manufacturer's restrictions on individual phones or models of phones
that prevent the phones or models of phones from working with the Products or Software; (m)any
damage to a Third Party device alleged to or actually caused by or as a result of use of a Product
or Software with a device; (n) any Products that have had their serial numbers or month and year
of manufacture or shipment removed, defected or altered; (o) any interactions or other effects
relating to or arising out of the installation of copies of the Software beyond the number of copies
authorized by an agreement between Cellebrite and Buyer; (p) any prejudicing of Cellebrite's
ability to repair a defect caused by Buyer's failure to promptly notify Cellebrite in writing of such
Defect; or (q) any Product or Software that has been resold or otherwise transferred to a Third
Party by Buyer (each of (a)-(q), an "Excluded Item"). Without limiting the foregoing,
Cellebrite's obligations under the warranty provided hereunder are conditioned upon Buyer's
compliance with the terms of the Agreement.
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G. Limitation. Without limiting the foregoing, Cellebrite does not warrant that (i) the operation of
any Software and/or Product will be error-free; (ii) all defects in any Software and/or Product will
be corrected; or (iii) any Software may not operate on hardware or operating systems or in
conjunction with other software other than as expressly specified in the Documentation or
approved by Cellebrite in writing.
H. Warranty Limitations. EXCEPT AS STATED IN THIS WARRANTY, CELLEBRITE, ITS
AFFILIATES, AND ITS AND THEIR SUBCONTRACTORS AND SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF
AN ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE'S
OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER IS
COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT BUYER'S OPTION) SUCH
ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY
EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. THE
ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE
AND PRODUCT REMAINS WITH BUYER.
I. Repaired or Replaced Products. Before returning a Product for service, Cellebrite recommends
that Buyer back up any data contained in such a Product. IN NO EVENT WILL CELLEBRITE,
ITS AFFILIATES OR SUPPLIERS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR
ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF
DAMAGE TO, OR LOSS OR CORRUPTION OF, ANY RECORDS, PROGRAMS OR OTHER
DATA RESULTING FROM CELLEBRITE'S REPAIR OR REPLACEMENT SERVICES
UNDER THIS WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A
PRODUCT.
9. DISABLING CODE
A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable
such Software. Any Updates or Upgrades to Software may include disabling code. Cellebrite
agrees not to invoke such disabling code except as provided for in Section 9.B, without Buyer's
prior consent,which may be given by telephone or email.
B. Invocation of Disabling Code. In addition to the invocation of disabling code when Cellebrite has
received Buyer's consent described in Section 9.A, Cellebrite may, at its option, invoke disabling
code in Cellebrite's Software without receiving Buyer's consent: (i) if in Cellebrite's sole,
reasonable discretion, Cellebrite believes that such Software has been, is being or will be used in
violation of Laws; (ii) if Cellebrite is required to do so, because of a court or regulatory order;
(iii) if Buyer has not paid an outstanding invoice more than sixty (60) days after such invoice is
due; or(iv) if Buyer has used the Software other than as authorized by Buyer's license. Cellebrite
shall have no liability to Buyer for any good faith invocation of any such disabling code.
10. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Buyer's control or possession.
Notwithstanding the foregoing, (i)the license to any Software may be terminated by Cellebrite if
Buyer has not paid any invoice sixty(60)days after such invoice is due; and(ii)the license to any
Software is only during the License Term applicable to such Software. The License Term shall be
determined in a separate agreement between Cellebrite and the Buyer.
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B. Termination. Cellebrite shall have the right to terminate this EULA upon thirty (30) days' prior
written notice to Buyer if Buyer has not cured any material breach of this EULA by the end of
such thirty(30) day notice period. Upon termination of this EULA for any reason, (i)Buyer shall
be responsible for payment for all purchase orders delivered to Buyer by Cellebrite before the
effective date of termination; and (ii) Buyer shall destroy all copies of any Software under
Buyer's control or possession.
C. Survival.The provisions of Sections 1,2.C,2.E,2.F,2.H,2.I, 3, 4, 5,6, 9, 10.C, and 11-15 of this
EULA shall survive any termination in accordance with their terms. In addition, any purchase
order accepted by Cellebrite prior to the effective date of termination shall survive in accordance
with its terms.
11. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction. Any dispute or claim relating to this EULA shall be solely and
exclusively resolved in the applicable courts of the country of incorporation of the Cellebrite
entity that sold the Product to Buyer (and, in the case of sales or licenses in the United States of
America, in the federal or state courts located in New Jersey). Buyer hereby acknowledges and
agrees that Cellebrite shall be entitled, at its sole and absolute discretion,to initiate any dispute or
claim against Buyer in any jurisdiction as permitted by applicable Law, including without
limitation with respect to any application for injunctive remedies (or an equivalent type of urgent
legal relief), without any reference to the place of incorporation of the applicable Cellebrite
entity.
The Laws governing this EULA shall exclusively be the Laws of the country of incorporation of
the Cellebrite entity that sold any Product or licensed any Software to Buyer (and, in the case of
sales or licenses in the United States of America, the Laws of the State of New York), without
giving effect to any choice of Law rules that would result in the application of any Law of any
other jurisdiction or to the United Nations Convention for the International Sale of Goods, except
that sales or licenses in the United States of America shall not exclude the application of General
Obligations Law 5-1401. The Uniform Computer Information Transactions Act shall not apply to
this Agreement, in the event that it is passed in the jurisdiction set forth above.
B. Governing Language. The parties hereto have required that this EULA be drawn in the English
language, and that the English language version shall control over any translations thereof. If
Buyer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette
EULA soient rediges en anglais.
12. ASSIGNMENT—Neither party may assign its rights and obligations hereunder without the prior
written consent of the other party. Notwithstanding the foregoing, either party may assign this
EULA to any Affiliate of the other or to an acquirer (by purchase, merger or otherwise) of all or
substantially all of such party's business or assets relating to this EULA, provided that (i) the
assignee promptly notifies Cellebrite and agrees in writing to Cellebrite to be bound by the terms
and conditions of this EULA, (ii) neither the assignor nor assignee are in default hereunder. Any
attempted assignment other than as permitted herein shall be null and void.
13. NO-WAIVER—No course of dealing or failure of either party to strictly enforce any term, right
or condition of the Agreement shall be construed as a waiver of such term, right or condition.
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14. ENTIRE AGREEMENT—The terms and conditions contained in this EULA supersede all prior
oral or written understandings between the parties and shall constitute the entire agreement
between the parties with respect to the subject matter of this EULA, except as provided for in the
preamble to this EULA regarding the order of precedence. This EULA may not be modified or
amended except by a writing signed by Buyer and Cellebrite.
15. CONSTRUCTION; SEVERABILITY — The headings used in this EULA are for reference
purposes only and will not be deemed to limit, expand or in any way affect the interpretation of
any term or provision hereof. If any provision or part hereof shall be held to be invalid or
unenforceable for any reason, then the meaning of such provision or part hereof shall be
construed so as to render it enforceable to the extent feasible. If no feasible interpretation would
save such provision or part hereof, it shall be severed herefrom, but without in any way affecting
the remainder of such provision or any other provision contained herein, all of which shall
continue in full force and effect unless such severance effects such a material change as to render
the EULA unreasonable. In case of any inconsistency between this EULA and any other
agreement, document and/or instrument entered into by Buyer and Cellebrite, the terms of this
EULA shall prevail,except to the extent of the order of precedence set forth above.
Release Date: July 18,2018
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