HomeMy WebLinkAboutCellebrite Inc; 2023-06-30;ADDENDUM TO QUOTE # Q-321023-1
This Addendum to Quote # Q-321023-1, dated June 12, 2023 (the “Addendum”), is effective as
of __________, 2023 (the “Effective Date”), by and between the City of Carlsbad (the “City”),
located at 1635 Faraday Avenue, Carlsbad, California 92008, and Cellebrite, Inc. (“Cellebrite”)
located at 8065 Leesburg Pike, Suite T3-302, Vienna, Virginia, 22182 (together the “Parties”).
The Parties hereby agree as follows:
1. The Quote and the products and/or software license or provided under the Quote shall be subject
to the Agreement between the Parties, which consists of the following documents:
a.This Addendum.
b.Cellebrite’s General Terms and Conditions (the Cellebrite T&Cs”), incorporated herein
as Attachment A.
c. Cellebrite’s End User License Agreement (the “EULA”), incorporated herein as
Attachment B.
d.Cellebrite Premium, incorporated herein as Attachment C.
e. Cellebrite’s SaaS, incorporated herein as Attachment D.
f.Purchase Order will be issued by the City (the “Purchase Order”).
2.The Cellebrite T&Cs are hereby revised as follows:
a.Section 6.5 is hereby deleted in its entirety.
b. Section 8.5 is hereby deleted in its entirety.
c.Section 8.7 is hereby deleted in its entirety.
d. Section 11.1 is hereby deleted in its entirety.
e.Section 11.3 is hereby deleted in its entirety and replaced with the following language:
11.3 Either party may terminate this Agreement with 30 days’ written notice to the
other party. Buyer shall be responsible for payment for all Products and/or
Software delivered by Cellebrite to Buyer under purchase orders where such
delivery is made prior to the effective date of the termination. Cellebrite shall
provide a prorated refund for all prepaid fees for Products and/or Software
applicable to the period following the effective date of the termination. Upon
termination of this Agreement, Buyer shall work with Cellebrite to deinstall and
transfer the Product and/or destroy any copies of the Software under the Buyer’s
control, provided however, that Cellebrite may not access Buyer’s premises
without Buyer’s express written consent and accompaniment by a Buyer escort.
Cellebrite may terminate the Agreement and revoke the license granted hereunder
by giving the other party a written notice to be effective immediately in case
Cellebrite reasonably determines that it can no longer comply with the terms of
the Agreement in accordance with the requirement of any applicable law, rule,
and/or regulation.
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June 30
3.The EULA is hereby revised as follows:
a.Section 6 is hereby deleted in its entirety.
b. Section 9(B) is hereby deleted in its entirety and replaced with the following language:
9(B) Either party may terminate this Agreement with 30 days’ written notice to the
other party. Buyer shall be responsible for payment for all Products and/or
Software delivered by Cellebrite to Buyer under purchase orders where such
delivery is made prior to the effective date of the termination. Cellebrite shall
provide a prorated refund for all prepaid fees for Products and/or Software
applicable to the period following the effective date of the termination. Upon
termination of this Agreement, Buyer shall work with Cellebrite to deinstall and
transfer the Product and/or destroy any copies of the Software under the Buyer’s
control, provided however, that Cellebrite may not access Buyer’s premises
without Buyer’s express written consent and accompaniment by a Buyer escort.
Cellebrite may terminate the Agreement and revoke the license granted hereunder
by giving the other party a written notice to be effective immediately in case
Cellebrite reasonably determines that it can no longer comply with the terms of
the Agreement in accordance with the requirement of any applicable law, rule,
and/or regulation.
4.Cellebrite’s SaaS is hereby revised as follows:
a. Section 10.2 is hereby deleted in its entirety.
b.Sections 14.2 and 14.3 are hereby deleted in their entirety and replaced with the
following language:
14.2 Either party may terminate this Agreement with 30 days’ written notice to the
other party. Buyer shall be responsible for payment for all Products and/or
Software delivered by Cellebrite to Buyer under purchase orders where such
delivery is made prior to the effective date of the termination. Cellebrite shall
provide a prorated refund for all prepaid fees for Products and/or Software
applicable to the period following the effective date of the termination. Upon
termination of this Agreement, Buyer shall work with Cellebrite to deinstall and
transfer the Product and/or destroy any copies of the Software under the Buyer’s
control, provided however, that Cellebrite may not access Buyer’s premises
without Buyer’s express written consent and accompaniment by a Buyer escort.
Cellebrite may terminate the Agreement and revoke the license granted hereunder
by giving the other party a written notice to be effective immediately in case
Cellebrite reasonably determines that it can no longer comply with the terms of
the Agreement in accordance with the requirement of any applicable law, rule,
and/or regulation.
14.3 Reserved.
5. Governing Law. Any disputes between the Parties will be governed by the laws of the State of
California. Venue for any disputes will be in state or federal court in San Diego County,
California. Neither party shall be required to submit to binding arbitration and each party shall
bear its own attorney fees and costs in any dispute.
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6.Exception to Confidentiality. Notwithstanding anything to the contrary, any obligations of the
Parties with respect to Confidential Information shall not apply to documents which are required
to be disclosed under the California Public Records Act and the California Civil Discovery Act.
7.Order of Precedence. In the event of any conflict, ambiguity, or inconsistency between the
provisions of this Addendum, the Cellebrite T&Cs, the EULA, Cellebrite Premium, Cellebrite’s
Training Services, Cellebrite’s SaaS, the Quote, and/or the Purchase Order, the terms and
conditions of this Addendum, Cellebrite Premium, the EULA, the Cellebrite T&Cs, Cellebrite’s
SaaS, the Purchase Order, and the terms of any other Cellebrite-issued document related to the
Product identified in the Quote as being applicable, in that order, shall control and prevail.
8.Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
Parties with respect to the subject matter hereof and may not be waived or modified except by
written agreement between the Parties.
Cellebrite, Inc. City of Carlsbad
Signature: ______________________ Signature:________________________
Name:__________________________ Name:___________________________
Title:___________________________ Title:____________________________
Date:___________________________ Date:____________________________
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy / Assistant City Attorney
ATTEST:
_____________________________
SHERRY FREISINGER
City Clerk
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Jennifer.Scott@Cellebrite.com
6/30/2023
Head of Business Strategy, Americas
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Police Chief
6/30/2023
Mickey Williams
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CELLEBRTTE INC.
GENERAL TERMS AND CONDITIONS
I. Definitions
1.1. In addition to the definitions contained in the End User License Agreement available at
hrms://legal.cellebtite.com/End-User-License-Agreement.html ("EULA"), the te1ms of which
are incorporated by reference herein, in these General Terms and Conditions (the "GTC"):
1.1. l. "Licensee" shall mean the contracting party of the which purchase from Cellebrite
the Products under the Purchase Order.
l.1.2. "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.
l.1.3. "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 bi.ti h, password or
other secwity 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) Licensee proprietary netv.rork 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 infonnation, protected health
information, maiital status, number of dependents, background checks,
disciplinary action or other information related to employment.
I.\ A. "Purchase Order" or "PO" shall mean a purchase order submitted by Licensee to
Cellebrite.
l. 1.5. "Quote" shall mean a Quote issued by Cellebrite pursuant to this Agreement.
1.1.6. "Restricted Territories" shall mean any of those jmisdictions or tenitoiies that are
(i) subject or target of sanctions or terrorist-suppo1ting tenitories, including,
without limitation, Iran, Iraq, Somalia, Syria, Libya, Lebanon, Palestinian
territories, North Korea, Sudan, Yemen, Cuba, Venezuela, Pakistan and the Crimea
region, or (ii) regulated tenitories in which Licensee does not have the licences,
pennits, authorizations and approvals that are required by all applicable laws
issued by the relevant regulatory authority to carry out Licensee's business activity
using the Product and/or the Software.
1.2. In these GTC, unless the context otherwise requires: (i) words expressed in the singular
shall include the plural and vice versa, (ii) words expressed in the masculine shall include
the feminine and neutral gender and vice versa; (iii) references to Sections are references
to sections of these GTC, and; (iv) references 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.
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2. Scone and Pornose
2.1. The Agi·eement shall apply to any acquisition of Products by Licensee from Cellebrite. ln the
event of any conflict, ambiguity, or inconsistency between the provisions of the Agreement and
any other document, such as a Licensee-issued PO, the following order of precedence shall
apply: (1) the Agreement; (2) a Confomed PO; and (3) the terms of any other Cellebrite-issued
document relating to the Product. Licensee's preprinted terms, URL's, or hyperlinks in any
document shall not be binding on the Parties uor modify this Agreement, and are expressly
rejected, regardless of when issued by Licensee and/or received by Cellebrite, or even if signed
by Cellebrite. Should such document contain language that purports to supersede and/or
control over this Agreement, the Parties expressly acknowledge and agree that such document
shall have no such legal effect between the Parties. Any deviations from the Agreement, unless
they are made in writing and executed by a duly authorised officer of Cellebrite, shall be void
and unenforceable.
2.2. Services for Premium ES' Licensees:
2.2.1. "Included Annual Services" shall mean services to be provided to Premium ES'
Licensees with respect to Premium ES' Licenses issued under Quotes dated 1 November
2021 onwards; Such services may include installation assistance and/or guidance, all as
defined and/or as shall be defined from time to ti.me by Celleblite's at its sole and
absolute distraction.
2.2.2. During the License Tenn, Premium ES' Licensee shall be entitled to up to 2 (two)
consecutive days (maximum 8 hours per each day) of Included Annual Services per year,
on a non-accumulative basis. The Included Annual Services shall be provided to
Premium ES' Licensee remotely or on-site -at Cellebrite's sole and absolute discretion.
Upon Premium ES' Licensee written request to receive the annual Included Annual
Services, Cellebrite's and the Premium ES' Licensee shall mutually detennine regarding
the dates of executions of the annual Included Annual Services. Non-consumption of any
Included Annual Services by the Premium ES' Licensee during the License Term, for any
reason, shall not entitle the Premium ES' Licensee to any refund and/or reduction of the
quoted price and/or any other rights deriving from the non-consumption of the Included
Annual Se1vices.
2.2.3. Premium ES' -Enterprise Vault Service. Access to the Enterprise Vault Service
device ("EVS'') shall be restricted only to such personnel of the Licensee that were
certified by the Licensee to access and operate the EVS. Licensee shall not, in any way,
alone or through any third party, resell, copy, modify, reverse compile, reverse assemble,
reverse engineer or otherwise translate all or any portion of the EVS.
2.3 Services for Pathfinder Teams Licensees:
2.3 .1. "Included Pathfinder Teams Annual Services" shall mean services to be provided to
Pathfinder Teams Licensees with respect to new (other than renewals) Pathfinder Teams
Licenses issued under Quotes dated l January 2022 onwards; Such services may include
first installation assistance and/or web-based training or guidance and/or
implementation, all as defined and/or as shall be defined from ti.me to time by
Cellebrite 's at its sole and absolute distraction.
2.3.2. During the License Term, Pathfinder Teams Licensee shall be entitled to up to 2 (two)
consecutive days (ma,'timum 8 hours per each day) of Included Pathf!llder Teams Annual
Services per year, on a non-accumulative basis. The Included PathfindeJ Teams Annual
Services shall be provided to Pathfinder Teams Licensee remotely or on-site -at
Cellebrite's sole and absolute discretion. Upon Pathfinder Teams Licensee written request
to receive the annual Included Pathfinder Teams Annual Services, Cellebrite's and the
Pathfinder Teams Licensee shall mutually determine regarding the dates of executions of
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the annual Included Pathfinder Teams Annual Services. Non-consumption of any Included
Pathfinder Teams Annual Services by the Pathfinder Teams Licensee during the License
Term, for any reason, shall not entitle the Pathfinder Teams Licensee to any refund and/or
reduction of the quoted price and/or any other rights deriving from the non-consumption
of the Included Pathfinder Teams Annual Services.
3. Purchase Orders
3.1. Pmchase Order. Licensee will issue Purchase Orders to Cellebti.te specifying: (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 infonnation requested by
Cellebrite.
3.2. Purchase Order Amendments. Changes to any Purchase Order require: (i) sufficient
advance notice for Cellebrite to make the necessary modifications and (ii) written
confinnation from Cellebrite for such modification to the Purchase Order. The Parties will
confirm in writing any changes in the Price per Unit or delivery schedule of the
Product. The Licensee will reimburse Cellebrite for all costs and expenses incwred by
Cellebrite in connection with amendment of the Purchase Order.
3.3. Purchase Order Confumation. Cellebrite shall provide a written response to each Pmcbase
Order within seven (7) business days following the receipt of a Purchase Order. In the
event Cellebrite fails to respond to Licensee within said period, the Purchase Order shall
be deemed accepted ("Confirmed PO").
3.4. Purchase Order Cancellation and Reimbursement of Charges. Licensee 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 p1i.or to the designated delivery date. In the event Licensee
cancels a Purchase Order or any part thereof, Cellebrite shall reimburse Licensee for the
relative part of the Total Purchase Price (as defined below) paid by Licensee for the
Products. Cellebrite may reduce any sums to be reimbursed 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.
4. Prices and Purchase Price
4.1. Price List. Cellebrite may, at its sole discretion, change its price lists or add or remove
products from the price lists. Changes in p1i.ce lists shall take effect within thirty (30) days
from the date of notification to Licensee. It is hereby clarified that changes in price lists
shall not apply to Products underlying a Con.firmed PO, however, price list changes will
apply to any Con-finned PO if Licensee has requested an amendment to the Confirmed PO
and the amendment bas not been accepted by Cellebrite at the time of the price list change.
4.2. Total Purchase Price. Licensee shall pay Cellebrite the total price as set fo1th in the
Purchase Order ("Total Purchase Price"). Cellebrite may charge Licensee for any
modifications to an accepted Pmchase Order, including changes in the proposed delivery
schedule.
4.3. Quoted Price. Unless otherwise agreed in writing, all prices quoted in the Purchase Order
("Quoted Price") shall be paid by Licensee to the account(s) indicated by Cellebrite. All
payments shall be made in US currency or other curTency mutually agreed by the Parties.
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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 In addition to the Quoted Price, Licensee shall pay all taxes, fees, or charges
imposed by any gove1mn ental authority. If Cellebrite is required to collect the foregoing,
Licensee will pay such amounts promptly unless it has provided Cellebrite with a
satisfactory valid tax exemption certificate authorized by the appropriate taxing authority.
4A. Terms of Payment and Default Interest. Payment for the Products under any confirmed PO
shall be in accordance with the payment terms set forth in the Quote. Failure to make due
payment in accordance with the terms of the Quote may cause Celleb1ite to apply an
interest charge of up to one and one-half percent (1.5%) per month (but not to exceed the
maximum lawful rate) on all amounts which are not timely and duly paid, accruing daily
and compounding monthly from the date such amounts were due. Licensee shall reimburse
Cellebrite for all costs and expenses inctuTed by Cellebrite in connection with the collection
of overdue amounts, including attorneys' fees. Licensee shall not be permitted to set off any
deductions against any amounts due to Cellebrite.
5. Delivery:
5.1. DeliverY. Obligations. Delivery obligations of Cellebrite (including the delivery location
and time period) shall be as set forth in the Quote. The Product shall be free from any
pledge, lien, charge, hypothecation, encumbrance or other security interest upon its
delivery to Licensee.
5.2. Transfer of Risk and Title. The transfer of the risk regarding the hardware (not the
Software) shall pass to Licensee upon delive1y. Only upon full payment of Licensee to
Cellebrite the title of the hardware (not Soft.ware) shall pass to Licensee.
6. ReP-resentations and Warranties
6.1. Each Party WaITants, represents, and undertakes that it has and shall continue to have full
ability, capacity, and authority required by law or otherwise to enter into and to perf01m its
obligations under the Agreement in a reliable and professional manner.
6.2. Licensee warrants, represents and undertakes that: (i) it has obtained, prior to the
consummation of this Agreement, all approvals, permits, licences, consents, authorisations,
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 Licensee 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, analyse, transmit, copy, modify, and store, all of the
intellectual property tights, 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 perfo1m or provide any Services;
(ii) the execution, delivery and performance of this Agreement have been duly authorised
by a ll 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
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wider 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 applicable
laws; and (vii) all inf01mation provided by it to Cellebrite during the tenn of the
Agreement shall be complete and accurate in all material respects, and that it is entitled to
provjde the information to Cellebrite for its use as contemplated under the Agreement.
6.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or
Software, Licensee authorises Cellebrite to:
6.3. I. access al I devices and all programmes, data and media contained on them;
6.3.2. obtain and retain personal data on the. devices and programmes, data and media
contained on them:
6.3.3. access and intercept communications on the devices and programmes, data and
media contained on them; and
6.3.4. 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.
6.4. Licensee shall provide to Cellebrite in a timely manner the following documents,
infonnation, items, written evidence and materials in any form (whether owned by
Licensee or third party) and ensure that they are accurate and complete in all material
respects:
6.4.1. Licensee's IT Policy;
6.4.2. Licensee's Acceptable Use Policy;
6.4.3. Licensee's "Bring Your Own Device" Policy; and
6.4.4. evidence that Licensee's has obtained all Permissions required to pemtit Cellebrite
to perfonn its service obligations under the Agreement.
6.5. Licensee shall also:
6.5. l. implement appropriate measures and policies to mitigate the risks of the Licensee's
employees, agents, subcontractors or consultants reporting any activities that fo1m
part of the services provided by Cellebrite under this Agreement directly to any
law enforcement authority; and
6.5.2. immediately notify Cellebrite if Licensee becomes aware that any of Licensee'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.
7. ResP-onsibilitY.
7.1. Subject to the te1ms of the Agreement and any ancillary documents thereto, each Party is
responsible to the other Patty for damages it may cause to the other Party by its willful acts
and for its failure to fully or duly perform the conditions hereof.
7.2. Licensee will not, directly or indirectly, use, resell, deliver, transfer, lend, or otherwise
make available the Product and/or the Software to any of Cellebrite 's competitors.
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7.3. Licensee 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 party, person or entity in connection with any te1Torist activity or activity
or business in any of the Restricted TetTitories 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" m ''blocked person"), the United Nations Security Council
('1JNSC"), the European Union, Her Majesty's Treasury or other relevant economic
sanctions authority.
7.4. Cellebrite may modify the list of Restricted Tenitories in its sole discretion. Cellebrite will
notify Licensee of any such modifications.
7.5. Both Parties shall comply with Cellebrite's Business Conduct Policy available at
htqr//JegaI.ceUebrite.com/intI/Business Conduct PolicY.,htm. If a Party breaches the
Business Conduct Policy, the non-bi-eaching Party may terminate this Agreement by giving
ten ( 10) days' prior written notice to the breaching Party.
8. Compliance
8.1 . Licensee is obligated to comply with the law applicable in connection with the business
relationship with Cellebrite. Licensee will comply with Cellebrite's Business Conduct
Policy.
8.2. Licensee represents warrants and covenants 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 laws and
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).
8.3. Licensee and its subsidiaries and Affiliates will not (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 pw-chase 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,
and; (iv) violate any applicable anticorruption regulations and, if applicable, not to violate
the US Foreign Corrupt Practices Act (F CPA) and the UK Bribery Act or any other
applicable antibribery or anti-co1ruption law. Licensee 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 ensw-e compliance with the FCPA, the U.K. Bribery Act,
or any other applicable anti-bribery or anti-conuption law.
8.4. Upon Cellebrite's requ est, Licensee will confinn in writing that it complies with
Section and is not aware of any breaches of the obligations under this Section. If Cellebrite
reasonably suspects that Licensee is not complying with Section then, after notifying
Licensee regarding the reasonable suspicion, Cellebrite may demand that Licensee, in
accordance with applicable law, permit and participate in -at its own expense -auditing,
inspection, certification or screening to verify Licensee's compliance with this Section.
Any such inspection can be executed by Cellebrite or its third party representative.
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8.5. rn the event Licensee is in contact with a Government Official concerning Cellebrite,
discussing or negotiating, or Licensee engages a third party to do so, Licensee is obligated
(i) to inform Cellebrite in advance and in writing, clearly defining the scope of the
interaction, (ii) upon request, to provide Ce1Jebrite 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 suppo11ing documentation. A "Government
Official" is any person performing duties on behalf of a public authority, government
agency or department, public corporation or international organization.
8.6. Cellebrite may immediately tenninate this Agreement and any applicable Purchase Orders
if Licensee violates its obligations under this Section. Nothing contained in this Section
shall limit any additional rights or remedies available to Cellebrite.
8. 7. Licensee 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 by Licensee.
8.8. Licensee will pass on the provision of this Section to its affiliates and bind its affiliates
accordingly and verify the compliance of its subsidiaries or affiliates with the provisions of
this Section.
9. Force Majeure
9.1. Neither party will be liable for delays in perfonnance caused by any unforeseeable and
unpreventable circumstance or event beyond the party's reasonable control that interferes
with the perfom1ance of the Agreement ("Force Majeure"). Force Majeure includes, but is
not limited to, acts of God, war (whether declared or undeclared), tenwism, strikes, fires,
accidents, floods, civil disturbance and natural disasters. Upon the ceasing or termination
of Force Majeure, the Parties shall resume their responsibilities under the tenns of the
Purchase Order and related agreements within 7 days (or, if the same is not possible,
within reasonable period of time).
9 .2. A party seeking the protection of Section 9. l shall provide written notice to the other party
within five (5) days of the beginning of the Force Majeure event.
10. Exgort
10.l. 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-expoti regulations applicable in
the United States, the Emopean Union and its member countries, and/or other countries.
Said regulations include but are not limited to the provlSlons of the
US Export Administration Regulations (EAR) and the provisions of the regulations of the
European Union.
10.2. Licensee expressly wanants, represents and covenants that it shall comply fully with all
applicable expott laws and regulations of the United States and other jmisdictions 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, Licensee
shall not export or "re-export" (transfer) the Product and/or the Software unless the
Licensee has complied with all applicable controls.
11. M iscellaneous
1 l .1. Publici!Y,. Cellebrite may list Licensee as one of Cellebrite's customers. This Agreement and
any Purchase Order are considered Cellebrite's Confidential Information. Licensee shall
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not make any public disclosure or announcements concerning this Agreement, any
Purchase Order, Cellebrite, the Products, and/or the Software without the prior written
consent of Cellebrite.
11.2. Lanwag~. Except where the context otherwise requires, the terms "including" and
"includes" shall mean "including without limitation" and "includes without limitation",
respectively. ff any tenn hereof shall be held to be invalid or unenforceable for any reason,
then the meaning of such tenn 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 iJ1 any way affecting the remainder of such te1m or any
other tenn contained herein, unless such severance effects such a material change as to
render the terms of these GTC umeasonable.
11.3. Termination. Cellebrite may terminate this Agreement; (i) fat its convenience by giving the
other thirty (30) days' prior written notice; (ii) 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 occ1mences of the same breach). All of Licensee's
obligations under this Agreement shall survive the expiration or tero1inatioo of the
Agreement. Termination of this Agreement will not entitle Licensee to any deduction of
the Quoted Price or any refund of any prepaid fees. Upon tennination of the Agreement,
for any reason, Licensee shall allow Cellebrite to access its premises for the purposes of
de-installation and transfer of the Product. Termination of the Agreement in accordance
with this Section shall not impose any liability on Cellebrite. Cellebrite may terminate the
Agreement and revoke the license granted hereunder by giving the other Party a written
notice to be immediately effective in case Cellebrite reasonably determines that it can no
longer comply with the terms of the Agreement in accordance with the requirement of any
applicable law, rule and/or regulations. Termination of the Agreement in accordance wjtb
this Section shall not in1pose on Cellebtite liability of any kind.
11 .4. Third Pain Rigl:!Js. A person who is not a party to the Agreement shall not acquire any
rights under them or be entitled to benefit from any of their te1ms.
11.5. Bankrugtcy. 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 Licensee may owe to
Celleb1ite shall be considered "administrative expenses" within the meaning of 11 U.S.C.
Sec. 503(b)(l)(a) (as amended) or its analogue, and Cellebrite's clain1 or claims for those
administrative expenses shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(l)
(as amended) or its analogue. Licensee will use its best efforts to classify those clainls as
administrative under applicable Law.
11.6. Relationshi12. The Patt ies intend to create an independent contractor relationship and
nothing contained in this Agreement shall be construed to make either the Licensee or
Cellebrite partners, joint venturers, principals, representatives, agents or employees of the
other. Neither Party shall have any right, power, or autbodty, express or in1plied, to bind
the other.
11.7. Countematis. This Agreement may be executed in any number of counterparts, including
using digital signatures or exchange of scanned copies of signed pages (e.g., in PDF
fmmat), each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IMPORTANT: PLEASE READ TffiS END USER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED
SOFTWARE (AS PART OF A PRODUCT OR STANDALONE)
CONSTITUTES EXPRESS ACCEPTANCE OF nns AGREEMENT. CELLEBRJTE IS WILLING
TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN nns 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 THJS 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 CELLEBRJTE; (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 TN
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 lS 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 lF YOU ARE THE ORJGINAL 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.
"Agreement" means this EULA, combined with the Cellebrite General Terms and Conditions (the
"GTC") which is incorporated by reference herein, and any additional terms agreed upon in w1iting and
signed by Buyer and Cellebrite.
"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.
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"Authorized Users" means the number of Users that Buyer is licensed to have access to the applicable
Software, which may include Concunent 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.
"Beta Software" means a pre-commercial, evaluation, pilot, "alpha", or "beta" version of the Software.
''Cellebrite" means Cellebrite DI Ltd. or its Affiliate that has an agreement with Buyer and/or issues
invoices to Buyer with respect to any Software and/or Product, as applicable.
''Cellebrite Mobile Elite aaS" means the Ceilebrite Mobile Elite as a Service solution to be provided to
You by Cellebrite pursuant to any applicable order f011n and/or quote issued to you by Cellebrite and/or
purchase order and/or agreement.
"Cellebrite PaaS" means the Cellebrite Premium as a Service solution to be provided to You by
Cellebrite pursuant to any applicable order fonn and/or quote issued to you by Ce!Jebrite and/or
purchase order and/or agreement.
"Concurrent Users" means the number of Authorized Use1·s (whether Named Users or not) of Buyer
concurrently and/or simultaneously accessing, using or othe1wise 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 fue 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 reqwrement 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 Te1m" means the tenn of a paid subsctiption 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) manufactured by Cellebrite. The term "Prnduct"
includes without limitation the UFED Pro series, UFED field se1ies and Analytics series of products.
"Product" includes Authorization Products.
"Remote Access Protocol" means any remote access application, including without limitation Remote
Desktop Protocol (RDP) and Windows Remote Management (Win.RM), 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
capabi(jty of any Cellebrite-supplied software. The term "Software" includes without limitation any
Embedded Software, Upgrade, Update, standalone software or any License Authorization Software.
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''Territory" means the country (not including external tetTitories) in which Product was pmchased or
Software was licensed from Cellebrite or an authorized reseller of Cellebrite.
"Third Party'' means an iodjvidual 1Jr 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 feattrre 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 CeHebrite and that may incorporate (i)
cmTections of any substantial defects; (ii) fixes of any minor bugs; (.iit") at the sole discretion of
Cellebrite, allowing adrutional 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 oftbe 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 p1iced 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 generalJy 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 ao individual able to gai.n access to any Software functionality.
"You" means the Buyer and any individual on the Buyer's behalf seeking the benefit of or evaluating
this EULA.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of trus EULA, during the License Term, Cellebrite
grants Buyer, and Buyer accepts, upon delivety of any Software, a non-exclusive, non-transferable,
royalty free, and non-sublicensable license to the Software to (i) allow 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 to Embedded
Software), for use only as licensed in this EULA, though in no case more than tbe number of
Authorized Users; and (iii) make one (1) copy of Software, (except with respect to Embedded
Software), for backup, archival or disaster recovery purposes.
1. Embedded Software Limitations. Buyer may only use Embedded Software 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.
11. License Exclusion. Notwithstanding anything to the contrary, except as may otherwise be
required by applicable Law, no license is granted for installation or use of any Software on any
Product resold by anyone who is not an authorized reseller of Cellebrite for sucb Product.
m. Single Product; Single Authorization Product. Buyer's 1.icense to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product
purchased from Celleb1ite 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 A uthorization Software and where such license is
purchased from Cellebrite or Cellebrite's authorized reseller.
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iv. Authorization Products. Without limiting Section 2.D, Buyer shall not, and shall not pe1mit 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 Cellebtite'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 Concwi:ent 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 fmegoing does not
occur. Regarding any other Ce\lebrite 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. Regarding Endpoint lnspector and/or Endpoint Mobile, it is hereby
clarified and agreed that: (i) Buyer may use Remote Access Protocol and allow Authorized and
ConcUITent Users to use outside of Territory, as detailed in the Agreement; and (ii) Cellebrite
may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint Mobile's custodian
about the nature of the use of the Endpoint Inspector and/or Endpoint Mobile application that
will be installed and/or operated on or io relation to the custodian's device.
vi, Named Users. If the Agreement specifies that any Software may be used by Named Users,
Buyer shall (i) assign a unique login credential for access and use of the Software lo each
Named User, (ii) ensure that the Software is used only by the applicable Named Users, (iii)
ensme that Users do not share login credentials, and (iv) maintain the security and
confidentiality of its Named User login credentials.
vii. Concurrent Users. If the Agreement specifies that any Software may be used by ConcmTent
Users, Buyer may install one instance of such Software on one (1) designated host server for
concurrent and simultaneous use and/or access by the applicable number of Concurrent Users.
The number of Concurrent Users accessing such Software at any time may not exceed tbe
number of Concurrent Users specified in the Agreement. Buyer must keep a record of all
Authorized Users who are Concurrent Users.
viii. Former BlackBag Software Users. Each copy of the Inspector, Digital Collector, Mobilyze,
or SoftBlock Software m ay only be used, executed, or displayed by one (1) Authorized User
and on one Licensed System at any given instance. The term "Liceosed System" means a
computer to which an activation key provided by BlackBag has been connected or accessed, as
autho1ized by BlackBag in the applicable License Confirmation.
ix. Cellebrite PaaS and Mobile Elite aaS Access and Use. Subject to Your compliance
with the terms and conditions contained in this EULA and/or in any applicable order
form and/or quote issued to You by Cellebrite and/or purchase order and/or
agreement, Cellebrite hereby grants to You, during the relevant Cellebrite PaaS or
Mobile Elite aaS (either services, for the purpose of this Section, the ·service")
License Term, a limited, non-exclusive, non-transferable (a) right to access and use the
Service in accordance with any relevant printed, paper, electronic or online user
instructions and help files made available by Cellebrite for use with the Service, as
may be updated from time to time by Cellebrite, and (b) license to download any
relevant software if software is offered by Cellebrite for the purpose of using the
Service, in each case solely for Your internal business purposes and not for the benefit
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of any other person or entity. By accessing and/or using the Service, You expressly
acknowledge and agree that certain operational required information shall be shared
with Cellebrite for the purpose of providing the service. Such information may include
the number of unlocking actions purchased by You and/or left for Your use, types of
software downloaded by You for the purpose of using the Service, etc. The Service
may be affected by factors beyond Cellebrite's control and may not be continuous and
uninterrupted. You acknowledge that the service may be subject to limitations and/or
delays inherent in the use of the internet and electronic communications, and
Cellebrite is not responsible or liable for any delays, delivery failures or other damage
resulting from those technical difficulties beyond its control.
x. Premium and Mobile Elite Placement and Use. Any Premium and Mobile Elite Product,
including Products connected by the Buyer to the Premium and/or Mobile Elite
Product, may only be placed and used inside a room, lab, office. Premium Mobile may
be placed and used anywhere in the Territory where security measures are consistent
with sensitive activities. Cellebrite recommends to the Buyer having its Authorized
Users certified for using and operation Premium and/or Mobile Elite, as applicable, and
offers the top valued certifications in the field.
B. Software Provisions.
1. Any use or operation of the Product, including the Software, 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 tile User has obtained any
consents or approvals required (to the extent required) pursuant to applicable Law.
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR
REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY UNDER
ANY CAUSE OF ACTrON (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR
ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNJTIVE, EXEMPLARY OR
OTHER INDfRECT DAMAGES UNDER ANY LEGAL TIIEORY ARISING OUT OF OR
RELATING TO THE USE OF ANY OF THE CELLEBRITE SOFTWARE 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.
m No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Buyer or Buyer to accept such Updates or Upgrades.
iv. Trial and Beta Software Licenses. Subject to the terms and conditions of this Agreement,
Celleb1ite may grant Buyer with, and Buyer accepts, a nonexclusive, time-limited and
nontransferable license, effective upon delivery, to use a copy of Software or a Beta Version of
the Software, in executable fo1m only, and any accompanying Documentation, only for Buyer's
internal use to test, trial or evaluate such Software and/ot provide feedback to Cellebrite with
respect thereto, in the Territory, and not for any business or productive purposes, for
a period as specified by Cellebrite at its sole discretion, and subject to the restrictions in Section
2.
Buyer assumes all risks and all costs associated with its use of the Trial and/or Beta Software,
any obligations on behalf of Cellebrite to indemnify, defend, or hold harml ess under this
Agreement are not applicable to Buyer's use of any Trial and/or Beta Software. Buyer's sole
and exclusive remedy with respect to such T1ial and/or Beta Software_is termination of the
license thereto. There is no guarantee that features or functions of the Trial and/or Beta
Software will be available, or if available will be the same, as in the general release version of
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the Software. Cellebrite will be under no obligation to provide Buyer any maintenance or
support services with respect to the Trial and/or Beta Software.
IT IS CLARIFTED THAT THE LICENSE UNDER THIS SUB-SECTION IV IS PROVIDED
"AS IS", WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS ALL
IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS IN RELATION TO
THE TRAIL AND/OR BETA SOFTWARE, INCLUDING WITHOUT LIMITATION ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
DURABILITY OR NON-INFRINGEMENT. IN NO EVENT WILL CELLEBRITE BE
LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSS, DAMAGE, COST,
INJURY OR EXPENSE, TNCLUDTNG LOSS OF TIME, MONEY OR GOODWILL, OR FOR
DAMAGES OF ANY KIND, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT
OR CONSEQUENTIAL IN RELATION TO THE TRAIL AND/OR BETA SOFTWARE.
v, Buyer represents, wanants and covenants to Cellebrite that (a) only Users of Buyer who have
obtained any necessary consents and approvals pursuant to applicable Law shall be pe1mitted to
use aiJy of the Products and/or Software; (b) Users of Buyer shall only use any of the Products
and/or Software in compliance with the te1ms of service, tenns 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.
C. License Prohibitions. Notwithstanding anything to the contrary, Buyer shall not, and shall not
permjt, authorize or engage any Thi.rd Party to:
1. modify, reverse compile, reverse assemble, reverse engineer or othe1wise translate all or any
portion of any Software, or create derivative works thereof;
11. assign, pledge, rent, lease, sublicense, share, distribute, sell or othe1wise transfer the Software,
any copy thereof, or any rights granted hereunder., to any third party, including without
limitation selling any Product in a secondhand market;;
1u. use any Software to provide service to any Third Party including by use on a time sharing,
service bureau, application service provider (ASP), software as a service
(SAAS), cloud services, rental or other similar basis;
iv. make copies of or reproduce of any Sofuvare and/or Documentation, except as provided for in
the license grant above;
v. remove, alter, deface, cover, obfuscate or destroy any proprietary markings, copyrights
notices, proprietary legends, labels or marks placed upon or contained within any Products
and/or Software (including, without limitation, any copyright or other attribution statements
such as for open source software);
vi. use any Embedded Software other than with Products provided by Cellebrite or an autbo1ized
reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an
authorized reseller of Cellebrite;
vii. disclose any results of testing or benchmarking of any Software to any Third .Party;
viii. use any Update or Upgrade beyond those to which Buyer is entitled or with any Software to
which Buyer does not have a valid, cutTent license;
1x. deactivate, modify or impair the functioning of any disabling code in any Software;
x. circumvent or disable CeJlebrite's copyright protection mechanisms or license management
mechanisms;
x i. use the Product, any Software or any Third Party Software, alone or in combination with other
activities, products or services, in any activity or manner that violates or suppo1ts, assists,
facilitates, enables, constihttes or is othetwise deemed to be in violation of:
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(1) any order, regulation or Law (including but not limited to any Law with respect to
human rights or the rights of individuals) or to suppott any illegal activity;
(2) any human rights standards of any person, group, or community, and best practice
including internationally recognized human rights instruments, such as the Universal
Declaration of Human Rights, the International Covenant on Civil and Political Rights,
and the International Labor Organization Declaration on Fundamental Principles and
Rights at Work;
(3) any rights of any Third Party.
xii. 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;
xiii, combine or operate 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; or,
xiv. attempt any of the foregoing.
The licenses set out hereunder are at all times subject to these prohibitions and any contravention
thereof shall constitute a material breach of this Agreement. 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.
For the purpose of this Section, it is hereby clarified that "Thi.rd Party" shall include: Buyer's
affiliates, employees, contractors, licensors, suppliers or customers. If the event that the Buyer is a
governmental body the followings shall also be included: any federal, state, local, judicial or other
governing body havingjnrisdiction over any oftbe foregoing.
D. Legal Exception. Buyer agrees that, to the extent that any applicable Law (incJuding 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 Cellebiite's
consent, before Buyer exercises any such 1ights, 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.
E. Network Usag~. 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 oi-update of Software to a Cellebrite-operated license server. At such
time, Cellebrite m ay validate the license-related data in order to protect CeUeb1ite against
unlicensed or illegal use of any Software. At its option, Cellebrite may only pennit activation of
Software upon exchange of license related data between Buyer's computer and the Cellebrite
license server.
F. TI,ird Pat:tY. 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. In addition to tbe
Agreement, Buyer shall comply with the te1ms and conditions applicable to any such Third
Patty Softwai·e, including without limitation the following terms and conditions:
1. Bing Map2, -htms://www.microsofLcom/en-us/maP.slP.roduct/terms-aP.ril-
20 l I: h!!n://aka.ms/BingMagsMicrosoftPrivacY.
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ii. QJ!enStreetMaP--htro.//www.opcustrcetmap.org/cor.yrigl!!
iii. CbainalY.sis Inc. -https://legal.cellebrite.com/intl/ChainalysisEULA.htm
Additional Third Part)! Licenses can be found here: llftJ;!s://www.cellebrite.com/en/blackbag:
~greements/#third.Jl!!t!Y.
G. No Imglied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any
license to Buyer, whether by implication or otherwise.
H. QQen Source Software.
1. 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 th.e license that goveins 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 th.is Agreement. If, and to the extent, an Open Source Component requires
that this Agreement effectively impose, or incorporate by reference, certain disclaimers,
pennissions, provisions, prohibitions or restrictions, tben 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. ff 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, inevocably
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.
111. If an Open Source License requires that the source code of its conesponding Open Source
Component be made available to Buye1~ and such source code was not delivered to Buyer
with the Software, then Cellebrite hereby extends a w1itten 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 su1mort@cellebrite.com.
1. 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; (b) Cellebrite is not engaged in any processing of 'personal data' (as this te1m 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 tenns are used in Laws governing data privacy and data
protection).
3. OWNERSIDP
A. Title to Software. Notwithstanding anything to the contrary, Software furnished hereunder is
provided to Licensee subject to and in accordance with the terms and conditions of the EULA. All
title and interest of the Software and and/or any related Documentation and any derivative works
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U1ereof shall remain solely and exclusively with Celleb1ite or its licensors, as applicable. Nothing in
tlus Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any
Software and/or Documentation or any derivative works thereof. Therefore, any reference to a sale
of Software shall be understood as a license to Software under the terms and conditions of the
Agreement. In the event of any conflict between tbe GTC and the EULA, the EULA shall take
precedence over the GTC in all matters related to the Software.
B. lntellectual Prqge1!Y.. All intellectual property rights relating to the Software and/or the Products,
including without limitation, all patents, trademarks, algorithms, binary codes, business methods,
compute1· programs, copyrights, databases, know-how, logos, concepts, techniques, processes,
methods, models, commercial secrets and any other intellectual property 1ights, 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 or its licensors, as applicable. 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 fo1ms of intellectual property which are made,
created, developed, written, conceived of or first reduced to practice solely, jointly with Licensee or
on behalf of Licensee shall be and remain with Cellebrite or its licensors, as applicable. Any
suggestions, improvements or other feedback provided by Licensee to Cellebtite regarding any
Products, Software or services shall be the exclusive property of CeUebrite. Licensee hereby freely
assigns any intellectual property rights to Cel!ebrite in accordance with this Section, including any
moral rights, and appoints Celiebrite as its attorney-in-fact to pursue any such intellectual property
rights worldwide.
4. CONFIDENTIALITY -The paities may each disclose to the other proprietruy information related to
the subject of the Agreement ("Confidential Information"). Softwai·e, Documentation, Trade Secrets,
and any technical information related thereto are Confidential Information of Cellebrite without any
marking requirement, but any other info1mation disclosed in W1iting must be marked ''confidential" or
"proprietary" to be deemed the Confidential Information of a party. Infotmation disclosed orally may be
deemed Confidential Information if file disclosing party says it is proprietary and summaiizes it in a
writing to the other party within twenty (20) days oftbe oral disclosure.
Pursuant to 18 U.S.C. §1833(b), Buyer shall not be held c1iminally or civilly liable under any Federal
or State trade secret law for the disclosure of Celleb1i te'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. 1n 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 te1m "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, metl1ods, techniques, processes, procedures, programs, or codes, whether
tangible or intangible, and whether or how stored, compiled, or memo1ialized physically, electrnnically,
graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep such
information secret; and (b) the information deti.ves 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 infom1ation.
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 info1mation but at least reasonable care, (b)
restiict disclosure and use of Confidential Tnformation to only employees (including any agents,
contractors or consultants) with a t1eed to know who are advised of their obligations with respect to
Confidential Tnfonnation, (c) not copy, duplicate, reverse engineer or decompile Confidential
Information, (d) use Confidential Tnfmmatioo only in furtherance of pe1forrnance under the Agreement,
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and (e) upon expiration or termination of the Agreement, at the disclosing party's option, destroy or
return all Confidential Information to the disclosing party.
The receiving party shall have no obligation regarding Confidential Information that: (a) was previously
known to it free of any confidentiality obligation, (b) was independently developed by it, (c) is or
becomes publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by the
disclosing party without restriction, or (e) 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 lo disclose or make available
Confidential lnfonnation received hereunder, such party shall promptly notify the disclosing party and,
upon request of the latter, cooperate in contesting such action or requirement 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) disclosw-e or use.
S. EXCLUSIVE REMEDIES AND LTMITATTON OF LTABILJTY.
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, subcoutrnctors 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
perfonnance or non-perfonnance of any obligation under the Agreement, regardless of the form of
action, whether in contract, to1t includiJ1g negligence, strict liability or othe1wise shall be:
1. For bodily injury or death to any person proximately caused by Cellebrite, Buyer's direct
damages; and
11. For all other claims, 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. NOTWlTHSTANDING ANYTHING TO THE CONTRARY,
CELLEBRJTE 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 KJND, WHETHER OR NOT
CELLEBRJTE 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 Liabili!Y. to anY. Third Par!}'.. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRlTE
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 Pain Software Liabili!}'.. Notwithstanding anything to the contrary, 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 Pruty Software
(which ru·e applicable to the arrangement between Buyer and the applicable provider of such Third
Party Software) shaU govern and apply with respect to the use of each such Third Party Software.
Additionally, Cellebrite does not provide any warranty with respect to any Third Pru·ty Software.
The warranty provided by the tem1s and conditions applicable to any Third Party Software (which
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are applicable to the arrangement between Buyer and the applicable provider of such Thfrd Party
Software) shaU apply to Third Party Software.
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 oul of any (a)
misuse or use of any Product or Software furnished under the Agreement in a maW1er 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 Ten-itory); (b) misappropriation of any personal
information, (c) failure to obtain consents and approvals required by applicable Law for the use of any
of the Cellebrite's Products or Software, or; (g) use of any Product or Software in breach of or to violate
the terms of any other agreement with a Third Party; (ii) reimburse CelJebrite for any expenses, costs
and liabilities (including without limitation legal expenses) incun-ed relating to such claim; and (iii) pay
all settlements, damages and costs assessed against Cellebtite and attributable to such claim.
7. CELLEBRITE INDEMNITY -Cellebrite will, at ils expense: (i) indemnify, defend and hold Buyer
and its Affiliates and its and their officers and di.rectors hannless from any Third Party claim to the
exient 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 i.n the
Territo1y; (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 connection with satisfying its obligations hereunder, Cellebrite may, at its option and expense: (a)
procw-e for Buyer and/or its customers the tight to continue using sucb 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, 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.
Cellebrite shall have no obligations under this Section 7 with respect to any Excluded ltem. The
maximum liability of Cellebrite in relation to any claims under this Section 7 shall not exceed the
amounts paid by Buyer to license the infringing Software or pmchase Products including the infringing
Software in the twelve (12) months immediately preceding the claim. If there are any other
indemnification obligations with respect to infringement of any patent, copyright or h11demark or
misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and effect.
Cellebrite's obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite prompt
w1itten notice (within no more than thirty (30) days) after any such claim, unless Cellebrite would not
be materially prejudiced thereby; (2) Cellebtite havtng complete control of the defense and settlement
of such claim; (3) Buyer cooperating fully with Cellebtite 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 LIBU OF ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; IN REGARD THERETO.
8. DISABLING CODE
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A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable
such Software. Except as provided in Section 8.B, Cellebrite will not invoke such disabling code
without Buyer's prior consent.
B. Invocation of Disabling Code. Notwithstanding anything to the contrary, Cellebrite may invoke the
disabling code without Buyer's consent if (i) Cellebrite reasonably believes that such Software has
been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a
court or regulatory order; (iii) Buyer has not paid an outstanding invoice more than sixty (60) days
after such invoice is due, or; (iv) 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.
9. TERM AND TERMTh"'ATION
A. Term. The term of this EULA is while any Software is under Buyer's control or possession. The
License Term shall be determined in a separate agreement between Cellebiite and the Buyer.
B. Termination. Cellebrite may terminate this EULA (i) 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 or (ii) if Buyer has not paid any invoice sixty (60) days after such invoice is due.
Upon termination or expiration of this EULA, (a) Buyer shall be responsible for payment for aU
purchase orders delivered to Buyer by Cellebrite before the effective date of tenninatio.n and (b)
Buyer shall destroy all copies of any Software under Buyer's control or possession.
C. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any
termination or expiration ofthjs EULA.
10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction.
1. The Parties agree to meet and discuss any dispute or claim relating to the Agreement prior to
seeking any judjcial resolution, for a period of at least thirty (30) days, dw·ing which either
party rnay request confidential mediation. If either party requests confidential mediation, the
Patties 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.
11. Thls Agreement and any disputes or claims arising hereunder are governed by the Laws O"t: and
subject to the exclusive jurisdiction of, the country of incorporation of the Cellebrite entity that
sold any Product or licensed any Software to Buyer, without giving effect to any choice of Law
rules or principles. In case of sales or licenses in the United States of Arne1ica, this Agreement
and any disputes or claims arising hereunder are governed by the laws of the State of New York
and subject to the exclusive jurisdiction of the federal or state courts in New York, without
giving effect to any conflict of Law rules or principles. Notwithstanding anything to the
contrary, in the vent that the entity that sold any Product or licensed any Software to the Buyer
is Cellebrite GmbH, this Agreement shall be govemed by and construed in accordance with the
law of England and Wales and the Parties hereby submit to the exclusive jUiisdiction of the
English courts and, without giving effect to any conflict of Law mies or principles. The United
Nations Convention on Contracts 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), and the Uniform Computer Information Transactions Act do not
apply to this Agreement. Cellebrite may, at its sole discretion, initiate any dispute or claim
against Buyer, including for injunctive relief, in any jurisdiction pe1mitted by applicable Law.
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B. Litigation Sug1201t. Cellebrite will only provide litigation suppott or testimony related to this
Agreement if Cellebrite is compensated for its participation, including all travel expense, attomeys'
fees, lost opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a
quote.
C. Goveming Lanwg~. 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
pruties convieonent que cette EULA soient rediges en anglais.
11. ASSIGNMENT -Except to the extent otherwise required by applicable Law or expressly provided for
assignment generally in the Agreement, no license provided to Buyer is sublicensable, transferable or
assignable by Buyer, including by operation of Law, change of control, merger, purchase or otherwise,
without the prior written consent ofCellebrite in each instance. Other than as expressly pe1mitted by the
foregoing, any attempted sublicense, transfer or assignment by Buyer shall be null and void.
12. 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.
13. 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.
14. CONSTRUCTION; SEVERABILJTY -The headings used in th.is EULA are for reference purposes
only and will not be deemed to limit, expand or in any way affect the interpretation of any tenn
or provision hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason,
the validity, legality, and enforceability of the remaining provisions will not be affected or impaired.
The parties shall interpret the affected provision in a manner that readers it enforceable while
attempting to closely approximate the intent and effect oftbe affected provision.
15. GOVERNMENT USE
A. U.S. Government End Users. The Software was developed exclusively at private expense aud
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.
B. Incorporation of FAR. If the Licensee is a U.S. federal government entity (or agency thereof); these
Terms incorporate the following FAR provisions by reference:
52.222-50 52.233-3 52.222-54 52.222-21 52.222-26
52.204-10 52.209-9 52.212-4 52.222-40 52.222-41
52.222-36 52.222-37 52.233-4 52.212-5 52.209-10
52.222-53
52.203 -6
52.203-13
52.222-35
16. INAPPLICABLE TERMS AND PROVISIONS -VOID AB IN/TIO. This Section 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 tlJe extent
that any te1m or provision of the Agreement, is considered void ab initio, or is otherwise unenforceable
against the Licensee pw-suant to applicable U.S. Law that expressly prohibits Licensee from agreeing to
such te1m or condition, then such conflicting term or provision in this Agreement shall be struck to the
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extent to make such Lenn or provision enforceable, and the remaining language, if any, shall remain in
full force and effect.
Any Licensee policies or procedures which are not expressly required by U.S. Law, shall not apply or
be incorporated into the Agreement.
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 Licensee.
Last Updated: November 29, 2022
A. Hardware Warranty:
AP.J:!endix I
CELLEBRlTE'S STANDARD WARRANTY
Subj ect to the remaining Sections of this Appendix I; CeUebrite warrants that each Product,
including all fumware but excluding 1) Soft.ware, for which the waii-anty is only as provided under
Section B, 2) other Accessories, for which the warranty shall be as provided below, and 3) related
services or prototypes of any Product, shall pe1form in substantial conformance with its
Documentation for hvelve ( 12) months after delivery (the "Warranty Period"). If any failure to
conf01m to such specification ('Defect") is suspected in any Product dwing the Warranty Period,
Licensee, after obtaining return authorisation infonnation from Cellebrite, shall ship suspected
defective samples of the Product to Cellebrite in accordance with Cellebrite's instructions at
Licensee's expense. No Product will be accepted for repair, replacement, credit or refund without
the written authorization of Cellebrite. Cellebrite shall analyse the Defect and any technical
information provided by Licensee to verify whether any Defect appears in the Product.
1f a returned Product does not have a Defect, Licensee shall pay Cellebrite aU costs of handling,
inspection, repairs, and transportation at Cellebrite's then-prevailing rates. If a returned Product bas
a Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the same
or equivalent Product without charge. If, after a period of thirty days following Ce!lebrite's receipt
of the returned Product, repair or replacement has not occurred then Cellebrite will credit or refund
(at Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in writing of
the claimed Defect within thirty (30) days after Licensee knows or reasonably should know of the
claimed Defect, and (ii) the Defect appears within the Wainnty Period. Cellebrite shall ship any
replacement Product DAP, excluding Import VAT (Incoterrns 2010), to Licensee's destination. Title
to any replaced Product or replaced parts of any Product shall pass to Cellebrite npon delivery.
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 will perform in
substantial confonnance with the Documentation 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.
Accessories shall perform in substantial conformance with their Docwnentation for six (6) months
after Licensee's receipt (the "Accessories Warranty Period"). If any Defect is suspected in any
accessories during I.he Accessories Warranty Period, Licensee, 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 Cellebrile. If returned Accessories do not have a Defect, Licensee shall pay
Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite's then-prevailing
rates. If retwued Accessories have a Defect, Cellebrite shall either repair or replace the defective
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Accessories with the same or equivalent Accessories without charge. Title m any replaced
Accessories shall pass to Celleb1ite 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. Software WarranjY,:
Cellebrite wanants to Licensee that for a period of sixty (60) days after the date of shipment, the
Software will perfom1 substantialJy in conformance 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 wimanty. Software shall be provided with an
initial twelve (12) months license which may be renewed by Purchaser for additional tenns 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, at
CelJebrite's sole and absolute discretion.
C. Exclusions:
Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee's use
of the Products or Software in violation of Section 2(C) ("License Prohibitions"); (b) placement of
the Products or Software io an operating environment contrary to specific written instructions and
training materials provided by Cellebrite to Licensee; (c) Licensee's intentional or negligent actions
or omissions, including physical damage, fire, loss or theft of a Product; ( d) cosmetic damage to the
outside of a Product, including ordinary wear and tear, cracks or scratches; (e) 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 Licensee's negligence or wilful
misconduct; (f) maintenance of the Products or Software in a manner that is contrary to written
instructions provided by Cellebrite to Licensee; (g) a product or service not provided, autho1ised or
approved by Cellebtite for use with the Products or Software; (h) any repair services not authorised
or approved by Cellebrite; (i) any design, documentation, materials, test data or diagnostics
supplied by Licensee that have not been authorised or approved by Cellebrite; (i) usage of any test
units, experimental products, prototypes or units from risk lots ( each of which is provided "AS IS"
to the maximum extent peonissible by law); (k) any third party original equipment manufacturer's
restrictions on indj vidual phones or models of phones that prevent the phones or models of phones
from working with the Products or Software; (!) 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; (m) any Products
that have bad their serial numbers or month and year of manufacture or shipment removed, defected
or altered; (n) any interactions or other effects relating to OJ arising out of the installation of copies
of the Software beyond the number of copies authorised by au agreement between Cellebrite and
Licensee; (o) use of Products or Software incorporated into a system, other than as authorised by
Cellebrite; or (p) any Products or Software that has been resold or otherwise transferred to a third
party by Licensee (any Product or Software affected by the cases in (a)-(p) is referred to hereinafter
as an "Excluded Item"). The wa1Tanties herein do not apply to, and Cellebrite makes no wa1Tanties
with respect to the computer or other platform on which the Software is installed or otherwise
embedded.
D. WarrantY. Limitations:
EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND
SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES,
AND CONDITIONS, EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND
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SPECIFTCALLY DISCLAIM ANY WARRANTY AND/OR CONDITION RELATfNG TO THE
PRODUCTS, SERVICES, OR THE CONFIDENTIAL INFORMATION, INCLUDING
THOSE OF MERCHANTABILITY, ACCURACY, PATENT SUFFICIENCY, 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,
LICENSEE'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.
Cellebrite expressly disclaims and renounces any warranty or representation that the Products
and/or the Software can work witb all types of devices, any particular device, or with any particular
version of any operating system. Licensee asswnes the entire risk and all liabilities that the Product
and/or the Software will not work with respect to any such device. THE LICENSEE'S BENEFITS
FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN "AS-IS" AND "WHERE
IS" BASIS AND WITH ALL FAULTS.
E. ReP.aired or Replaced Products:
Before returning a Product for service, Licensee will back up any data contained in such Product.
IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO
LICENSEE 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 nns WARRANTY, OR AS A RESULT OF A
FAILURE OR MALFUNCTION OF A PRODUCT.
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CELLEBRITE PREMIUM ADDENDUM
1. General.
a. Definitions. Any capitalized terms not defined herein shall have the meaning asc1ibed
to such term in the General Terms and Conditions ("GTC'') found at
httfr//legal.cellebrite.com/intl/PremiumUS.htm.
b. Conflicting Provisions. In case of any conflict between the provisions of this
Addendum and any provision of the GTC or the EULA referenced therein, the
provisions of this Addendum shall prevail.
c. ln the event of any conflict, ambiguity or inconsistency between the provisions of this
Cellebrite Premium Addendum, the Agreement, the GTCs and/or any other provision
relating to the Product in any other document, such as a Quote, the following order of
precedence shall apply: (1) this Addendum; (2) the Agreement; (3) the Quote; (4) a
Confirmed PO; and (5) the tenns of any other document relating to the Product.
d. Entire A greement. This Addendum sh all fmm an integral pai1 of the Agreement.
Unless expressly specified herein, all other tenns and conditions in the Agreement
shall apply and shall remain in full force and effect, to the extent they are relevant
and/or effective.
2. Definitions.
As used in this Addendum, the following capitalized terms shall have the meaning set forth below:
a. "Action" shall mean each one specific forensic capability which includes, but is not
limited to, successfully revealing the passcode of certain supported mobile devices (as
shall be updated from time to time at Cellebrite's sole discretion) and/or extraction of
data from that certain supported mobile device while using Cellebrite Premium.
b. "Product" shall mean the Cellebrite Premium product and Cellebrite's proprietary
Software embedded therein as identified in the Agreement and to be supplied under the
Agreement between Cellebrite and Licensee.
3. Transfer of Risk and Title.
Notwithstanding anything to the contrary contained in the Agreement, the title of the Product
(including the Software embedded therein) shall remain vested with Cellebrite at all times and shall
not pass to Licensee. Licensee shall not do nor permit to be done any of the following without
Cellebrite's prior written consent: (i) sell, transfer, lease, sublease, assign, or otherwise dispose of
the Product or any interest therein, (ii) part with possession or control of the Product, or (iii)
pledge, hypothecate, mo1igage, grant a security interest in or otherwise encumber the Product.
4. Representations and Wan anties.
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a. Licensee warrants, represents, and unde1takes that it is in full compliance with the
Prerequisites included in Exhibit A.
b. Licensee acknowledges that Cellebrite Premium might not successfully reveal a
mobile device's passcode and that Cellebritedoes not guaranteeany such success .
5. License Term.
Any and all Actions pm-chased dwing any License Term shall remain valid during the then-current
License Term. Unused Actions are nonrefundable and not renewable.
6. Limitation of Liabill.ty.
UNDER NO CIRCUMSTANCES SHALL CELLEBRlTE, ITS OFFICERS, EMPLOYEES OR
REPRESENTATfVES BE LIABLE TO THE CUSTOMER, ANY 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, OR ANY LOSS OF REVENUE, LOST PROFIT OR LOST
OPPORTUNITY, UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE
USE OF ANY SOFTWARE IN CONNECTION WITH ANY PRODUCT OR MOBILE DEVICE
DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED OR
OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY, WITHOUT OBTAINING EACH
APPLICABLE CONSENT, APPROVAL, WARRANT OR COURT ORDER.
1. General
Exhibit A
Prerequisites
The fulfillment of the prerequisites set forth in this Exhibit are conditions precedent for the receipt
of license to use the Products and receipt of any services from Cellebrite under the Addendum (the
"Prerequisites"). The Product is being licensed to the Licensee subject to Licensee's compliance
with these Prerequisites. Cellebrite may immediately terminate the license to use the Product if
Licensee fails to comply with any of the Prerequisites.
2. Prerequisites
a. The Licensee shall only use the Cellebrite Premium Product in a designated room {the
"Designated Room").
b. The access to the Designated Room shall be restricted only to such personnel of the Licensee
that was trained and certified by Cellebrite to operate and run the Cellebrite Premium product
("Authorized Personnel"). Such Authorized Personnel shall hold security clearance level that
allows them to access Licensee's materials that are classified as top-secret. Only such personnel of
the Licensee who have signed and delivered a confidentiality undertaking in the form approved by
Cellebrite shall be recognized and regarded as Authorized personnel.
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c. The Licensee shall ensure that up to three (3) of his personnel that will be preapproved by
Cellebrite in writing will be trained and ce1tified as Authorized Personnel by CeUebrite to operate
and run the Cellebrite Premium product.
d. The Designated Room is not video-taped and/or monitored in any manner except for entry/exit
monitoring which is allowed and encouraged.
e. The process will not be observed, by anyone other than such personnel of the Licensee that was
trained and certified. Process will not be recorded, documented or otheiwise narrated by anyone
and for any purpose.
f. The Licensee agrees not to engage in any deceptive, misleading, illegal or unethical practices
that may be detJ.imental to Cellebrite or to any of Cellebrite 's products, including but not limited to
the Cellebrite Premium product, 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 Products.
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SAAS TERMS OF SERVICE
THESE SAAS TERMS OF SERVICE (THE "TERMS" OR THIS "AGREEMENT") ARE A LEGAL AGREEMENT
BETWEEN THE ENTITY ON WHOSE BEHALF YOU ARE AGREEING TO THIS AGREEMENT ("CUSTOMER")
AND CELLEBRITE. BY CLICKING THE "I ACCEPT" BUTTON, EXECUTING AN ORDER FORM THAT
INCLUDES THESE TERMS BY REFERENCE, ACCESSING OR USING THE CELLEBRITE SERVICES,
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. YOU
ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, AS A REPRESENTATIVE OF
CUSTOMER, AND YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER. IF
CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE
CELLEBRITE SERVICE REFERENCED IN THE ORDER FORM. CELLEBRITE MAY MAKE CHANGES TO THE
CELLEBRITE SERVICES AND TO THESE TERMS AT ANY TIME.
OEFINITIOJ'IIS.
"Activation Date" means the date, set forth in the applicable Order Form, on which the
Cellebrite Service is scheduled to be made available to Customer.
"Affiliate" means any entity, now or hereafter existing (so long as such entity does not have
its own agreement with Cellebrite for use of the Software or access and use of the Cellebrite
Services) that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the subject entity. For purposes of this
definition, "control" means direct or indirect possession of the power to direct or cause the
direction of the management and policies of an entity, whether through the ownership of
voting securities, by contract or otherwise. An entity shall be considered an "Affiliate" only so
long as that entity meets the foregoing definition.
"Ancillary Services" means implementation, training or consulting services that Cellebrite
may perform as described in an Order Form.
"Authorized Purposes" means Customer's internal business purposes.
"Authorized Users'' means the number of Users that Customer is licensed to have access to
the Services, all as set forth in the Order Form.
"Cellebrite" means Cellebrite DI Ltd. or its Affiliate that has an agreement with Customer
and/or issues invoices to Customer with respect to the Services.
"Cellebrite Service" means the Cellebrite Software as a Service ("SaaS") t o be provided by
Cellebrite to Customer pursuant to these Terms and any applicable Order Form, and for all
purposes of these Terms, such services exclude any Open Source Software that may be used
to provide the Cellebrite Service and all Third Party Offerings.
"Customer Data" means all data, including Personal Information, submitted, stored, posted,
displayed, or otherwise transmitted to the Cellebrite Service by or on behalf of Customer,
including without limitation by any User.
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''Customer System" means Customer's internal website(s), servers and other equipment
and software used in the conduct of Customer's business.
"Documentation" means the printed, paper, electronic or online user instructions and help
files made available by Cellebrite for use with the Cellebrite Service, as may be updated from
t ime to time by Cellebrite,
"Intellectual Property Rights" means all intellectual property rights or similar proprietary
rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c)
trademarks, trade names, domain names and trade dress and the goodwill associated
therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case,
including any registrations of, applications to register, and renewals and extensions of, any
of the foregoing in any jurisdiction in the world.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or
malicious code, files, scripts, agents or programs.
"Named Users" means a User authorized by Customer to access or use the Services through
the assignment of a single user ID, regardless of whether such User is using the Services at
any given time. A non-human device capable of accessing or access the Services is counted
as a Named User.
"Open Source Software" means all software that is available under the GNU Affero General
Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License
(LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that
is approved by the Open Source Initiative (www.opensource.org).
"Order Form" means a purchase order submitted by Customer to Cellebrite. Affiliates of
Customer may purchase licenses to access and use t he Cellebrite Service, or receive Support
Services or Ancillary Services, subject to these Terms by executing sepa rate Order Forms
hereunder, and by executing an Order Form, that Affiliate of Customer shall be bound by
these Terms as if it were an original party hereto.
"Personal Information" means (i) all data that identifies an individual or, in combination
wit h any other information or data available to a relevant entity, is capable of identifying an
individual, and (ii) such other data that is defined as "personal information" or "personal
data" under applicable law.
"Services" means the Cellebrite Service, Support Services and any Ancillary Services.
"Statement of Work" means a written statement of work entered into and signed by the
parties describing the Ancillary Services to be provided by Cellebrite to Cust omer.
"Subscription Term'' means the subscription period for Customer's use of the Cellebrite
Service set forth in an Order Form.
"Support Services" means the support and maintenance services offered by Cel lebrite and
purchased by Customer pursuant to an Order Form.
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"Third Party Offerings" means certain software or services delivered or performed by third
parties that are required for the operation of the Cellebrite Service, or other on line, web-
based CRM, ERP, or other business application subscription services, and any associated
offline products provided by third parties, that interoperate with the Cellebrite Service.
"User'' means a person for whom access to the Cellebrite Services during the Subscription
Term have been purchased pursuant to an Order Form, (b) who are authorized by Customer
to access and use the Cellebrite Service, and (c) where applicable, who have been supplied
user identifications and passwords for such purpose by Customer.
2. ORDEHS: LICENSES: AND RESTRICTIONS.
2.1 Orders. Subject to the terms and conditions contained in these Terms, Customer
may purchase subscriptions to access and use the Cellebrite Services pursuant to Order
Forms. Unless otherwise specified in the applicable Order Form, Cellebrite Services are purchased
as User and storage space subscriptions and may be accessed by no more than the number of
Users specified in the applicable Order Form. Additional User and/or storage space subscriptions
may be added at any time during the applicable Subscription Term, prorated for the remainder of
the Subscription Term in effect at the time the additional User and/or storage space subscriptions
are added and invoiced separately from the then-existing User and/or storage space subscriptions,
as applicable, for the remainder of such Subscription Term. The added User and/or storage space
subscriptions, shall terminate on the same date as the pre-existing subscriptions. Unless otherwise
specified in the applicable Order Form, User subscriptions are for designated Users only and cannot
be shared or used by more than one User, but may be reassigned to new Users replacing former
Users who no longer require ongoing use of the Cellebrite Services. Customer agrees that its
purchases hereunder are neither contingent on the delivery of any future functionality or features
nor dependent on any oral or written public comments made by Cellebrite regarding any future
functionality or features. If there is any inconsistency between an Order Form and these Terms, the
Order Form controls.
2.2 Access and Use License. Subject to Customer's compliance with the terms and
conditions contained in these Terms, Cel lebrite hereby grants to Customer, during the relevant
Subscription Term, a limited, non-exclusive, non-transferable (a) right for its Users to access and use
the Cellebrite Service in accordance with the Documentation, and (b) license to download any
software if software is offered by Cellebrite and required for access and use of the Cellebrite Service
(the "Downloadable Software"), in each case solely for Customer's Authorized Purposes and not for
the benefit of any other person or entity. Customer's use of the Cellebrite Service may be subject to
certain limitations, such as, for example, limits on storage capacity for Customer Data. Any such
limitations will be specified eit her in the Order Form or in the Documentation. All references to
Cellebrite Services shall include Downloadable Software.
2.3 Restrictions. Customer shall not, directly or indirectly, and Customer shall not
permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise
attempt to discover the object code, source code or underlying ideas or algorithms of the Cellebrite
Service; (bl modify, translate, or create derivative works based on any element of the Cellebrite
Service or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise
transfer its rights to use the Cellebrite Service; (d) use the Cellebrite Service for timesharing
purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer
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and Users; (e) remove any proprietary notices from the Documentation; (f) publish or disclose to
third parties any evaluation of the Cellebrite Service without Cellebrite's prior written consent; (g)
use the Cellebrite Service for any training purposes, other than for training Customer's employees,
where Customer charges fees or receives other consideration for such training, except as authorized
by Cellebrite in writing; (g) deactivate, modify or impair the functioning of any disabling code in any
Software; (h} use the Cellebrit e Service for any purpose other than its intended purpose; (i) interfere
with or disrupt the integrity or performance of the Cellebrite Service; U) introduce any Open Source
Software into the Cellebrite Service; (k) attempt to gain unauthorized access to the Cellebrite Service
or their related systems or networks; (I) use the Cellebrite Service 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; or (n} use the Cellebrite Service to violate
any rights of any third party.
2.4 Reservation of Rights. Except as expressly granted in these Terms, there are no
other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in
these Terms are reserved by Cellebrite.
3. THIRD PARTY OFFERINGS,
3.1 Customer acknowledges and agrees that the access and use of any Service (or
certain features thereof) may involve access and/or use of Third Party Software. In addition to t he
Agreement, Customer shall comply with the terms and conditions applicable to any such Third
Party Software, including without limitation the following terms and conditions:
i. BingMaps -https://www.microsoft.com/en-us/maps/product/terms-april-
2011;http://aka.ms/BinqMapsMicrosoftPrivacy;
ii. OpenStreetMap -http://www.openstreetmap.org/copyright.
3.2 No Implied Licenses. Except for the express licenses set forth herein, Cellebrite
does not grant any license to Customer, whether by implication or otherwise.
3.3 Open Source Software. Services may use and/or be provided with third party open
source software, libraries or other components ("Open Source Component''). To the extent so
stipulated by t he license that governs each Open Source Component ("Open Source License"), each
such Open Source Component is licensed directly to Customer from its respective licensors and not
sub licensed to Customer 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.
If an Open Source License requires that the source code of its corresponding Open Source
Component be made available to Customer, and such source code was not delivered
to Customer-wrth 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
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Open Source Component, from Cellebrite. To accept this offer, Customer shall contact Cellebrite
at support@cellebrite.com.
4. PASSWORDS; SECURtn.
4.1 Passwords. Customer shall be, and sh all ensure that each of their Affiliates and
t heir respective Users are, responsible for maintaining the confidentiality of all user logins and
passwords and for ensuring that each user login and password is used only by the User. Customer
is solely responsible for any and all access and use of the Cellebrite Services. Customer shal l, and
shall ensure that Customer's Affiliates, restrict its Users from sharing passwords. Customer agrees
to immediately notify Cellebrite of any unauthorized use of or access to any account, or any other
breach of security known to Customer. Cellebrite shall have no liability for any loss or damage
arising from Customer's failure to comply with the terms set forth in this Section.
4.2 No Circumvention of Security. Neither Customer nor any of Customer's Affiliates
nor any User may circumvent or otherwise interfere with any user authentication or security of the
Cellebrite Service. Customer will immediately notify Cellebrite of any breach, or attempted breach,
of security known to Customer.
4.3 Security. Each of Cellebrite and Customer represents and warrants that it
complies, and at all times during the term of this Agreement, will comply with all data protection,
privacy and security laws applicable to each in its performance under this Agreement. Cellebrite will
use commercially reasonable efforts to maintain appropriate administrative, physical and technical
safeguards designed to protect the security, confidentiality and integrity of Personal Information in a
manner consistent with what Cellebrite supplies generally to its other customers and in compliance
with applicable law. Notwithstanding the foregoing, Customer acknowledges that, notwithstanding
any security precautions deployed by Cellebrite, the use of, or connection to, the Internet provides
the opportunity for unauthorized third parties to circumvent such precautions and illegally gain
access to the Cellebrite Services and Customer Data. Cellebrite does not guaranty the privacy,
security, integrity or authenticity of any information transmitted over or stored in any system
connected to or accessible via the Internet.
4.4 Data Processing Addendum. The data processing addendum attached hereto
as Exhibit A shall apply to the parties' processing of Personal Information.
S. CUSTOMER OBLIGATIONS.
5.1 Customer System. Customer is responsible for (a) obtaining, deploying and
maintaining the Customer System, and all computer hardware, software, modems, routers and
other communications equipment necessary for Customer, its Affiliates and their respective Users to
access and use the Cellebrite Services via the Internet; (b) contracting with third party ISP,
telecommunications and other service providers to access and use the Cellebrite Services via the
Internet; and (c} paying all third party fees and access charges incurred in connection with the
foregoing. Except as specifically set forth in these Terms, an Order Form or a Statement of Work,
Cellebrite shall not be responsible for supplying any hardware, software or other equipment to
Customer under these Terms.
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5.2 Acceptable Use Policy. Customer shall be solely responsible for its actions and
the actions of its Users while using the Cellebrite Service. Customer represents, warrants and
agrees that it does and will: (a) abide by all local, state, national. and international laws and
regulations applicable to Customer's use of the Cellebrite Service, including without limitatfon the
provision and storage of Customer Data; (b) not send or store data on or to the Cellebrite Service
which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in
any way any information or content that contain Malicious Code or data that may damage the
operation ofthe Cellebrite Services or another's computer or mobile device; (d) not to use the
Cellebrite Service for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or
disrupt networks connected to the Cellebrite Service or interfere with other ability to access or use
the Cellebrite Service; (f} not to interfere with another customer's use of the Cellebrite Service or
another person or entity's use of similar services; (g) not to use the Cellebrite Service in any manner
that impairs the Cellebrlte Servlce, including without limitation the servers and networks on which
the Cellebrite Service is provided; (h) to comply with all regulations, policies and procedures of
networks connected to the Cellebrite Service and Cellebrite's service providers; and (i) to use the
Ceflebrite Services only in accordance with the Documentation. Customer acknowledges and agrees
that Cellebrite neither endorses the contents of any Customer communications, Customer Data or
other information nor assumes any responsibility for any offensive material conta ined therein, any
infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated
thereby. Cellebrite may remove any violating content posted or stored using the Cellebrite Service
or transmitted through the Cellebrite Service, without notice to Customer. Notwithstanding the
foregoing, Cellebrite does not guarantee, and does not and is not obligated to verify, authenticate,
monitor or edit the Customer Data, Other Information, or any other information or data input into
or stored in the Cellebrite Service for completeness, integrity, quality, accuracy or
otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and
accuracy of Customer Data and Other Information input into the Cellebrite Services. Cellebrite
reserves the right to amend, alter, or modify Customer's conduct requirements as set forth in these
Terms at any time.
5.3 Permissions and Responsibilities for Customer Data. Customer represents,
warrants and agrees that: (i) it has provided and will provide all notices, and has obtained and will
obtain, all approvals, permits, licenses, consents, authorizations, registrations, permissions,
certifications, rulings, orders, judgements and other authorizations from any applicable person,
employee representative body, regulatory authority, or third party entity or person necessary for
Customer's or its Users' use of the Cellebrite Services and for Cellebrite to perform or provide any
services related to the Cellebrite Services, including, but not limited to, Cellebrite's processing the
Customer Data for the such purposes ("Permissions"). Permissions include rights for Cellebrite to
use, access, intercept, analyze, transmit, copy, modify, and store all of the intellectual property
rights, Customer Data, Personal Information, 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 Cellebrite Services to Customer; (ii) it has the right to be in possession of,
access, interact with and otherwise use, all devices, equipment, programs, data (including Customer
Data) and media (including any telecommunications systems) that are being used in connection with
the Cellebrite Services and that the use of the Cellebrite Services, including any instructions given to
Cellebrite in connection with the same, is made in compliance with all applicable laws; and (iii) all
information provided by or on behalf of Cellebrite during the term of the Agreement shall be
complete and accurate in all material respects, and that Customer is entitled to provide the
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information to Cellebrite for its use as contemplated under the Agreement. Customer acknowledges
that: (i) Customer is exclusively responsible to determine what Customer Data it feeds into the
Services and is solely responsible to determine the nature, content, characteristics of t he Customer
Data that it feeds into the Services; and (ii) Cellebrite assumes no responsibility for the nature,
content, characteristics or consequences of the Customer Data (whether in their form inbound to
t he Services, or in their form outbound back to the Customer), and that Customer shall have no plea,
claim or demand, and waives any such claims, pleas or demands, of whatever nature, for any of the
foregoing.
5.4 Accuracy of Customer's Contact Information; Email Notices. Customer agrees
to provide accurate, current and complete information as necessary for Cellebrite to communicate
with Customer from time to time regarding the Services, issue invoices or accept payment, or
contact Customer for other account-related purposes. Customer agrees to keep any on line account
information current and inform Cellebrite of any changes in Customer's legal business name,
address, email address and phone num ber. Customer agrees to accept emails from Cellebrite at the
e-mail addresses specified by its Users for login purposes, and to receive updates and marketing
communications from Cellebrite. In addition, Customer agrees that Cellebrite may rely and act on all
information and instructions provided to Cellebrite by Users from the above-specified e-mail
address.
5.5 Temporary Suspension. Cellebrite may temporarily suspend Customer's, its
Affiliates' or their respective Users' access to the Cellebrite Services in the event: (i) that either
Customer, its Affiliates or any of their Users is engaged in, or Cellebrite in good faith suspects
Customer, its Affiliates' or any of their Users is engaged in, any unauthorized or unlawful conduct
(including, but not limit ed to any violation of these Terms), or (ii) Cel lebrite is required to do so
under the orders of a court or other governmental body having jurisdiction over Customer or
Cellebrite, Cellebrite will attempt to contact Customer prior to or contemporaneously with such
suspension; provided, however, that Cellebrite's exercise of the suspension rights herein shall not be
conditioned upon Customer's receipt of any notification. A suspension may take effect for
Customer's entire account and Customer understands that such suspension would therefore include
its Affiliates and User sub-accounts. Customer agrees that Cellebrite shall not be liable to Customer,
any of its Affiliates or Users, or any other third party if Cellebrite exercises its suspension rights as
permitted by this Section. Upon determining that Customer has ceased the unauthorized conduct
leading to the temporary suspension to Cellebrite's reasonable satisfaction, Cellebrite shall reinstate
Customer's, its Affiliates and their respectfve Users' access and use of the Cellebrite
Services. Notwithstanding anything in t his Section to the contrary, Cellebrite's suspension of
Cellebrite Services is in addition to any other remedies that Cellebrite may have under these Terms
or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there
are repeated incidences of suspension, regardless of the same or different cause and even if the
cause or conduct is ultimately cured or corrected, Cellebrite may, in its reasonable discretion,
determine that such circumstances, taken together. constitute a material breach.
6. AVAILABILITY; SUPPORT
6.1 Availability. Subject to the terms and conditions of these Terms, Cellebrite will use
commercially reasonable efforts to make the Cellebrite Service available with minimal downtime 24
hours a day, 7 days a week; provided, however, that the following are excepted from availability
commitments: (a) planned downtime (with regard to which Cellebrite will use commercially
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reasonable efforts to provide advance notice, and (b) routine maintenance times, and (c) any
unavailability caused by circumstances of Force Majeure. Certain enhancements to the Cel lebrite
Services made generally available at no cost to all subscribing customers during the applicable
Subscription Term will be made available to Customer at no additional charge. However, the
availability of some new enhancements to the Cel lebrite Services may require the payment of
additional fees, and Cellebrite will determine at its sole discretion whether access to any other such
new enhancements will require an additio nal fee. These Terms will apply to, and the Cellebrite
Service includes, any bug fixes, error corrections, new builds, enhancements, updates, upgrades and
new modules to the Cellebrite Service subsequently provided by Supplier to Customer hereunder.
6.2 Support. Cellebrite makes a variety of Support Services offerings available to its
customers and will provide Customer with the level of support to which Customer is entitled based
on Customer's purchase as set forth in an Order Form.
6.3 Included Services for Guardian's Customers:
(a) "Included Guardian Annual Services" shall mean services to be provided
to Customers using Cellebrite's Guardian solution (respectively, "Guardian" and
"Guardian Customers") with respect to new (other than renewals) Guardian subscriptions issued
under Quotes dated February 15, 2022 onwards; Such services may include first installation
assistance and/or web-based guidance and/or implementatio n, all as defined and/or as shall be
defined from time to time by Cellebrite at its sole and absolute distraction.
(b) During the Guardian's Subscription Term, Guardian Customers shall be
entitled to up to 2 (two) sessions (maximum 4 hours per each session) of Included Guardian Annual
Services per year, on a non-accumulative basis. The Included Guardian Annual Services shall be
provided to Guardian Customers remot ely or on-site -at Cellebrite's sole and absolute
discretion. Upon Guardian Customer's written request to receive the
annual Included Guardian Annual Services, Cellebrite and the Guardian Customer shall mutually
determine regarding the dates of executions of the annual Included Guardian Annual Services. Non-
consumption of any Included Guardian Annual Services by the Guardian Customer during the
Subscription Term, for any reason, shall not entitle the Guardian Customer t o any refund and/or
reduction of the Quoted Price and/or any other rights deriving from the non-consumption of
the Included Guardian Annual Services.
7. FEES AND PAYMENT.
7.1 Price List. Cellebrite may, at its sole discretion, change its price lists or add
or remove services and/or products from the price lists. Changes in price lists shall take effect
wit hin thirty (30) days from the date of notification to Customer. It is hereby clarified that changes in
price lists shall not apply to services and/or products underlying an executed Order Form, however,
price list changes will apply to any executed Order Form if Customer has requested an amendment
to the executed Order Form and the amendment has not been accepted by Cellebrite at the time of
the price list change.
7.2 Total Purchase Price. Customer shall pay Cellebrite the total price as set forth in
the Order Form (''Total Purchase Price"). Cellebrite may charge Customer for any modifications to
an accepted Order Form.
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7.3 Quoted Price. Unless otherwise agreed in writing, all prices quoted in the Order
Form ("Quoted Price") shall be paid by Customer to the account(s) indicated by Cellebrite. All
payments shall be made in US currency or other currency mutually agreed by t he 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. In addition to the Quoted
Price, Customer shall pay all taxes, fees, or charges imposed by any governmental authority.
If Cellebrite is required to collect the foregoing, Customer will pay such amounts promptly unless it
has provided Cellebrite with a satisfactory valid tax exemption certificate authorized by the
appropriate taxing authority.
7.4 Terms of Payment and Default Interest. Payment for the Services under any
confirmed Order Fo rm shall be in accordance with the payment terms set forth in the Cellebrite
Quote, issued by Cellebrite pursuant to this Agreement (the "Quote"). Failure to make due payment
in accordance with the terms of the Quote may cause Cellebrite to apply an interest charge of up
to one and one-half percent (1.5%) per month (but not to exceed the maximum lawful rate) on all
amounts which are not timely and duly paid, accruing daily and compounding monthly from the date
such amounts were due. Customer shall reimburse Cellebrite for all costs and expenses incurred
by Cellebrite in connection with the collection of overdue amounts, including attorneys'
fees. Customer shall not be permitted to set off any deductions against any amounts due
to Cellebrite.
7.5 Suspension of Service. If any amounts owed by Customer for the Services are
thirty (30) or more days overdue, Cellebrite may, without limiting Cellebrite's other rights and
remedies, suspend Customer's and its Users' access to the Services until such amounts are paid in
full.
7.6 Payment Disputes. Cellebrite agrees that it will not exercise its rights under this
Section 7 if the applicable charges are under reasonable and good-faith dispute and Customer is
cooperating diligently to resolve the dispute.
7.7 Taxes. "Taxes" means all taxes, levies, imposts, duties, fines or similar
governmental assessments imposed by any jurisdiction, country or any subdivision or authority
thereof including, but not limited to federal, state or local sales, use, property, excise, service,
transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with these
Terms or any instrument, order form or agreement required hereunder, and all interest, penalties
or similar liabilities with respect thereto, except such taxes imposed on or measured by a party's net
income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to t he
compensation paid to workers or employees and each party shall be responsible for its own federal
and state payroll tax collection, remittance, reporting and filing obligations. Fees and charges
imposed under these Terms or under any order form or similar document ancillary to or referenced
by these Terms shall not include Taxes except as otherwise provided herein. Customer shall be
responsible for all of such Taxes. If, however, Cellebrite has the legal obligation to pay Taxes and is
required or permitted to collect such Taxes for which Customer is responsible under this section,
Customer shall promptly pay the Taxes-invoiced by Cellebrite unless Customer has furnished
Cellebrite with valid tax exemption documentation regarding such Taxes at the execution of t hese
Terms or at the execution of any subsequent instrument, order form or agreement ancillary to or
referenced by these Terms. Customer shal l comply with all applicable tax laws and
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regulations. Customer hereby agrees to indemnify Cellebrite for any Taxes and related costs paid or
payable by Cellebrite attributable to Taxes that would have been Customer's responsibility under
this Section 8.6 if invoiced to Customer. Customer shall promptly pay or reimburse Cellebrite for all
costs and damages related to any liability incurred by Cellebrite as a result of Customer's non-
compliance or delay with its responsibilities herein. Customer's obligation under this Section 8.6
shall survive the termination or expiration of these Terms.
8. REPRESENTATIONS ANO WARRANTIES; DISCLAIMER.
8.1 Mutual Representations and Warranties. Each party represents, warrants and
covenants that: (a) it has the full power and authority to enter into these Terms and to perform its
obligations hereunder, without the need for any consents, approvals or immunities not yet
obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or
written agreement with any third party or any obligation owed by it to any third party to keep any
information or materials in confidence or in trust.
8.2 Customer Representations and Warranties. Customer represents, warrants and
covenants that during the term of these Terms that (a) only Users who have obtained any necessary
consents and approvals pursuant to applicable laws shall be permitted to use the Cellebrite Service;
(b) Customer will obtain any necessary approval, consent, authorization, release, clearance or
license of any third party and any release related to any rights of privacy or publicity required in
connection w ith Customer's or its Users' use of the Cellebrite Service and Customer Data, and (c)
Customer and its Users shall use the Cellebrite Service in compliance all applicable federal, state and
local laws, rules and regu lations including without limitation those related to data privacy, protection
and security.
8.3 Cellebrite Service Warranty. Cellebrite warrants that during the relevant
Subscription Term, the Cellebrite Service will conform, in all material respects, with the
Documentation, PROVIDED, HOWEVER, THAT CELLEBRITE DOES NOT MAKE, AND HEREBY DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE PROPER STORAGE OF THE CUSTOMER
DATA (WHETHER IN ITS INBOUND OUTBOUND FORM), OR ITS DATA-INTEGRITY, AVAILABILITY OR
ABSENCE OF MODIFICATIONS THERETO. For a breach of the foregoing warranty, Cellebrite will, at no
additional cost to Customer, provide remedial services necessary to enable the Cellebrite Service to
conform t o the warranty. The Customer will provide Cellebrite with a reasonable opportunity to
remedy any breach and reasonable assistance in remedying any defects. Such warranty shall only
apply if the Cellebrite Service has been utilized by the Customer in accordance with the Order Form
and this Agreement.
8.4 Ancillary and Support Services Warranty. Cellebrite warrants that any Ancillary
Services and the Support Services provided hereunder shall be provided in a competent and
professional manner and in accordance with any specifications set forth in the Order Form in all
material respects. If the Ancillary Services or the Support Services are not performed in conformity
with the foregoing warranty, then, upon the Customer's written request, Cellebrite shall promptly re-
perform, or cause to be re-performed, such Ancillary Services or Support Services, at no additional
charge to the Customer. Such warranties and other obligations shall survive for thirty (30) days
following the completion of the Ancillary Services or the Support Services.
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8.5 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 9, THE
CELLEBRITE SERVICES, SUPPORT SERVICES, ANCILLARY SERVICES, THIRD PARTY OFFERINGS AND ANY
NON-GA SERVICES ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER'S USE OF TH E CELLEBRITE
SERVICE, SUPPORT SERVICES, ANCILLARY SERVICES, TH IRD-PARTY OFFERINGS AND NON-GA
SERVICES IS AT ITS OWN RISK. CELLEBRITE DOES NOT MAKE, AN D HEREBY DISCLAIM S, ANY AND ALL
OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLU DING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT AND TITLE, QUALITY, SU ITABILITY, OPERABILITY, CONDITION, SYSTEM
INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER
INFORMATION OR CONTENT), THE PROPER STORAGE OF THE CUSTOMER DATA (WHETHER IN ITS
INBOUND OUTBOUND FORM), OR ITS DATA-INTEGRITY, AVAILABILITY OR ABSENCE OF
MODIFICATIONS THERETO, ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS
WARRANTIES MADE BY CELLE BRITE IN SECTION 10 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY
AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED THROUGH THE
CELLEBRITE SERVICES IS LICENSED AND NOT SOLD.
8.6 NO AGENT OF CELLEBRITE IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES
OF CELLEBRITE AS SET FORTH HEREIN. CELLEBRITE DOES NOT WARRANT THAT: (A) THE USE OF THE
SERVICES OR NON-GA SERVICES WI LL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE
SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED CUSTOMER
DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER
MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES OR NON-GA SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (E) THE SERVICES AND NON-GA SERVICES WI LL BE
ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE SERVICES AND NON-GA SERVICES WILL BE
CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE SERVICES AND NON-GA SERVICES AVAILABLE
ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND NON-GA SERVICES
MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS. CELLEBRITE IS NOT RESPONSIBLE FOR ANY
DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
9. Trial
9.1 General. From time to time, Cellebrite may invite Customer to try at no charge
services that are or are not generally available to Cellebrtte customers (accordingly, a "Trial'', "GA"
and "Non-GA" services). Customer may accept or decline any such Trial in its sole discretion. If
Customer accepts such Trial, the Trial shall be subject to the terms of this Agreement. Any Trial
license granted by Cellebrite to Cust omer shall be non-exclusive, non-transferable, limited and non-
assignable, and with or without charge as shall be determined by Cellebrite. Cellebrite has the right
to immediately revoke a Trial license at any t ime in its sole discretion.
9.2 Feedback. During the Trial, the Customer agrees to provide reasonable reports as
requested by Cellebrite, which may disclose, inter alia, (1) which portions of the services have been
used, (2) errors or difficulties discovered in sufficient detail to allow Cellebrite to recreate the errors
and difficulties, and (3) other data which is reasonably requested by Cellebrite. The Customer agrees
to notify Cellebrite by telephone as promptly as practicable of the discovery of a material error or
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difficulty in the Trial. All and any reports and feedback provided by the Customer to Cellebrite shall
be considered the Proprietary Information of Cellebrite alone.
9.3 Profound Trial. Notwithstanding the terms of this Agreement, ProFound Trials are
provided for evaluation purposes only, with or without charge, and for a t ime period determined by
Cellebrite. At the end of a Pro Found Trial, the Customer shall be granted 24 hours access to remove
any of its data from the ProFound service platform. Customer shall immediately return any and all
documents, notes and other materials assessing the functionality of the Trial Services to Cellebrite
including all Proprietary Information and all copies made thereof.
9.4 Non-GA. Non-GA Services are provided for evaluation purposes and not for
commercial/production use, are not supported, may contain bugs or errors (but shall not knowingly
contain any undisclosed Malicious Code), and may be subj ect to additional terms that shall be
provided by Ce!lebrite to Customer prior to or concurrent with Cellebrlte's invitation to the
applicable Non-GA Services. Non-GA Services are not considered "Services" hereunder. Cellebrite
has the right to discontinue Non-GA Services at any time in its sole discretion and may never make
them generally available.
9.5 Warranty. Customer acknowledge that Trial Services are provided free of charge,
and on "AS IS" and "as available" basis. Furthermore, Non-GA Services are a prerelease code and not
at the level of performance or compatibility of a final generally available product offering. Cellebrite
disclaims any warranty relating to Trial Services, express or implied, or statut ory, including, but not
limited to implied warranties, duties or conditions of merchantability, fitness for a particular
purpose, accuracy or completeness with regard to the Trial Services. Therefore, the entire risk
arising out of the use or performance of Trial Services remains with Customer and the Customer is
advised to safeguard important data, to use caution and not to rely in any way on the correct
functioning or performance of the Trial Services and/or accompanying materials.
9.6 Trial Term. A Trial shall be in effect for a period of thirty (30) days as of the date of
its acceptance by Customer, unless indicated otherwise by Cellebrite. A Trail may be terminated by
either party for any reason by providing a written notice to the other party. Upon termination or
expiration of a Trial, for any reason, Customer may purchase a subscription to the Services, in
accordance with Cellebrite's terms. Otherwise, the right of use and access to the Services hereunder
shall terminate. Customer shall be granted access to remove any of its data within 30 days
hereafter. Customer shall immediately return any and all documents, notes and ot her materials
assessing the functionality of the Trial Services to Cellebrit e including all Proprietary Information and
all copies made thereof.
9.a FR£EMIUM
9.a.1 General. Cellebrite may invite Customer to try at no charge services that are
generally available to Cellebrite customers ("Freemium"). Customer may accept or decline any such
invite in its sole discretion. If Customer accepts, such services and the Customer's access and use
thereof shall be subject to the terms of this Agreement. Any Freemium license granted by Cellebrite
to Customer shall be non-exclusive, non-transferable, limited and non-assignable, and with or
without charge as shall be determined by Cellebrite. Cellebrite has the right to immediately revoke a
Freemium license at any time in its sole discretion.
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9.a .2 Feedback. During the Freemium license, the Customer agrees to provide
reasonable reports as requested by Cellebrite, which may disclose, inter a/ia, (1 ) w hich portions of
the services have been used, (2) errors or difficulties discovered in sufficient detail to allow Cellebrite
to recreate the errors and difficulties, and (3) other data which is reasonably requested by Cellebrite.
The Customer agrees to notify Cellebrite by telephone as promptly as practicable of the discovery of
a material error or difficulty in the Freemium service. All and any reports and feedback provided by
the Customer to Cellebrite shall be considered the Proprietary Information of Cellebrite alone.
9.a.3 Warranty. The Service is provided free of charge and on "AS IS" and "as available"
basis. Cellebrite disclaims any warranty relating to the Freemium, express or implied, or statutory,
including, but not limited to implied warranties, duties or conditions of merchantability, fitness for a
particular purpose, accuracy or completeness wit h regard to the Freemium. Therefore, the entire
risk arising out of the use or performance of Freemium remains with Customer and the Customer is
advised to safeguard important data, to use caution and not to rely in any way on the correct
functioning or performance of the Freernium and/or accompanying materials.
9.a.4 Liability. Notwithstanding any otherterm of this Agreement, Cellebrite shall not be
liable and shall not indemnify Customer in any nature whatsoever for any direct, indirect special,
consequential or indirect losses or damages, arising from the performance or non-performance of
any aspect of the Freemium or from the execution or termination of this Agreement for the
provision of Freemium or from any cause whatsoever arising from or in any way related to the
manufacture, sale, handling or use of the Freemium, whether or not any party shall have been made
aware of the possibility of such losses. Customer acknowledges that the Freemium is provided to it
without any compensation to Cellebrite therefore this section is a fundamental element in this
Agreement and Cellebrite would not provide the Freemium without such limitations.
9.a.5 Indemnity. Customer will. at its own expense: (i) indemnify and hold Cellebrite and
its affiliates, officers and directors harmless from any cla im (whet her brought by a third party or an
employee, consultant or agent of Customer's) arising from: (a) any use of the Freemium in a manner
other than as authorized under this Agreement or under any applicable law, rule or regulation; or (b)
Customer's breach of confidentiality and/or proprietary obligations hereunder; (ii) reimburse
Cellebrite for any expenses, costs and liabilities incurred relating to such claim or due to any loss,
theft of or damage to the Freemium; and (iii) pay all settlements, damages and costs assessed
against Cellebrite and attributable to such claim.
9.a.6 Term. A Free mi um shall be in effect for a period of ninety (90) days as of the date of
its acceptance by Customer, unless indicated otherwise by Cellebrite to the Customer in writing. A
Freemium may be terminated by either party for any reason by providing a written notice to the
other party. Upon termination or expiration of a Freemium, for any reason, the right of use and
access to the Freemium services hereunder shall terminate. Customer shall be granted access to
remove any of its data within 30 days hereafter. Customer shall immediately return any and all
documents, notes and other materials assessing the functionality of the Freemium, as applicable, to
Cellebrite, including all Proprietary Information and all copies made thereof.
10. INDEMNIFICATION.
10.1 Cellebrite Indemnity.
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I. General. During the Subscription Term, Cellebrite, at its expense, shall defend Customer and
its Affiliates and their respective officers, directors and employees (the "Customer Indemnified
Parties") from and against all actions, proceedings, claims and demands in each case by a t hird
parry (a 'Third-Party Claim', al leging that the Cellebrite Services infringes any patent, copyright
or trademark, or misappropriates any trade secret and shall pay all damages, costs and
expenses, including attorneys' fees and costs (whether by settlement or award of by a final
judicial j udgment) paid to the Third Party bringing any such Third-Party Clai m. Cellebrite's
obligations under this Section are conditioned upon (i) Cellebrite being promptly notified in
writing of any claim under this Section, (ii) Cellebrite having the sole and exclusive right to
control the defense and settlement of the claim, and (iii) Customer providing all reasonable
assistance (at Cellebrite's expense and reasonable request) in the defense of such claim. In no
event shall Customer settle any claim without Cellebrite's prior written approval. Customer may,
at its own expense, engage separate counsel to advise Customer regarding a Claim and to
participate in the defense of the claim, subject to Cellebrite's right to control the defense and
settlement.
II. Mitigation. If any claim which Cellebrite is obligated to defend has occurred, or in Cellebrite's
determination is likely to occur, Cellebrite may, in its sole discretion and at its option and
expense (a) obtain for Customer the right to use t he Cellebrite Services, (b) substitute a
funct ionality equivalent, non-infringing replacement for such the Cellebrite Services, (c) modify
the Cellebrite Services to make it non-infringing and functionally equivalent, or (d) terminate
t hese Terms and refund to Customer any prepaid amounts attributable the period of time
between the date Customer was unable to use the Cellebrite Services due to such claim and the
remaining days in the then-current Subscription Term.
Ill. Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing
obligations sha ll not apply with respect to a claim of infringement if such claim arises out of (i)
Customer's use of infringing Customer Data; (ii) use of the Cellebrite Service in combination with
any software, hardware, network or system not supplied by Cellebrite where the alleged
infringement relates to such combination, (iii) any modification or alteration of the Cellebrite
Service other than by Cellebrite, (iv) Customer's continued use of the Cellebrite Service after
Cellebrite notifies Customer to discontinue use because of an infringement claim, (v) Customer's
vlolation of applicable law; (vi) Third Party Offerings; and (vii) Customer System.
IV. Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF CELLEBRITE WITH RESPECT
TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE
CELLEBRITE SERVICE OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER
LIABILITIES OR OBLIGATIONS OF CELLEBRITE WITH RESPECT THERETO.
10.2 Customer Indemnity. Customer shall defend Cellebrite and its Affiliates, licensors
and their respective officers, directors and employees ("Cellebrite Indemnified Parties") from and
against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the
Customer Data or Customer System (and the exercise by Cellebrite of the rights granted herein with
respect thereto) infringes, misappropriates or violates any third party's Intellectual Property Rights;
(b) Customer's use or alleged use of the Cellebrite Service other than as permitted under or in
breach of these Terms, including without limitation using the Cellebrite Service in a manner that
violates applicable law including without limitation a person's Fourth Amendment rigl1ts under the
United States Constitution or Customer's failure to provide any notice, or obtain any consent,
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approval or release w ith respect to the use of Customer Data in connection with the Cellebrite
Service as required by applicable law; (c) Customer's failure t o comply with applicable law; or (d) an
allegation t hat the Cellebrite System infringes, misappropriates or violates any third party's
Intel lectual Property Rights that results from (i) Customer's use of the Cellebrite Service in
combination with any software, hardware, network or system not supplied by Cellebrite where the
alleged infringement relates to such combination, (ii) any modification or alteration of t he Cellebrite
Service other than by Cellebrite, (iii) Customer's continued use of t he Cellebrit e Service after
Cellebrite notifies Customer to discontinue use because of an infringement claim, (iv) Customer's
violation of applicable law; or (V) Third Party Offerings. Customer shall pay all damages, costs and
expenses, including attorneys' fees and costs (whether by settlement or award of by a final judicial
judgment) paid to the Third Party bringing any such Third-Party Claim. Customer's obligations under
this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under
this Section, (y) Customer having the sole and excl usive right to control the defense and settlement
of the claim, and (z) Cellebrite providing all reasonable assistance (at Customer's expense and
reasonable request) in the defense of such claim. In no event shall Cel lebrite settle any claim
without Customer's prior written approval. Cellebrite may, at its own expense, engage separate
counsel to advise Cellebrite regarding a Th ird-Party Claim and to participate in the defense of the
claim, subject to Customer's right to control the defense and settlement.
11 . CONFIDENTIALITY.
11 .1 Confidential Information. "Confidential Information" means any and all non-
public technical and non-technical information disclosed by one party (the ''Disclosing Party") to the
other party (the "Receiving Party") in any form or medium, whether oral, written, graphical or
electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the
Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances
surrounding the disclosure or receipt ought to be treated as confidential and proprietary
information, including but not limited to: (a) techniques, sketches, drawings, models, inventions
(whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment.
algorithms, software programs, software source documents, APls, and other creative works
(whether or not copyrighted or copyrightable); (b) information concerning research, experimental
work, development, design details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and
merchandising and marketing plans and information; (c) proprietary or confidential information of
any third party who may disclose such information to Disclosing Party or Receiving Party in the
course of Disclosing Party's business; and (d) the terms of these Terms and any Order Form or
Stat ement of Work. Confidential Information of Cellebrite sha ll include t he Cel lebrrte Service, the
documentation, the pricing, and the terms and conditions of this agreement. Confidential
Information also includes all summaries and abstracts of Confidential Information.
11.2 Non-Disclosure. Each party acknowledges that in the course of t he performance of
these Terms, it may obtain the Confidential Information of the other party. The Receiving Party
shall, at all t imes, both during the Term and thereafter, keep in confidence and trust all of the
Disclosing Party's Confidential Information received by it. The Receiving Party shall not use the
Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving
Party's obligations or to exercise the Receiving Party's rights under these Terms. Each party agrees
to secure and protect the other party's Confidential Information yvith the same degree of care and in
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a manner consistent with the maintenance of such party's own Confidential Information (but in no
event less than reasonable care), and to take appropriate action by instruction or agreement with its
employees, Affiliates or other agents who are permitted access to the other party's Confidential
Information to satisfy its obligations under this Section, The Receiving Party shall not disclose
Confidential Information of the Disclosing Party to any person or entity other than its officers,
employees, affiliates and agents who need access to such Confidential Information in order to effect
the intent of these Terms and who are subject to confidentiality obligations at least as stringent as
the obligations set forth in these Terms.
11.3 Exceptions to Confidential Information. The obligations set forth in Section 11.2
(Non-Disclosure) shall not apply to the extent that Confidential Information includes information
which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or
through receipt directly or indirectly from a source other than one having an obligation of
confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the
Disclosing Party's Confidential Information; or (c) becomes publicly known or otherwise ceases to be
secret or confidential, except as a result of a breach of these Terms or any obligation of
confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from
disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by
any governmental investigative or judicial agency pursuant to proceedings over which such agency
has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall
(x) assert the confidential nature of the Confidential Information to the agency; (y) to the extent
permitted by applicable law, immediately notify the Disclosing Party in writing of the agency's order
or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such
disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and
protecting its confidentiality.
11.4 Injunctive Relief. The Parties agree that any unauthorized disclosure of
Confidential Information may cause immediate and irreparable injury to the Disclosing Party and
that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other
available remedies, to seek immediate injunctive and other equitable relief, without bond and
without the necessity of showing actual monetary damages.
12. PROPRIETARY RIGHTS.
12.1 Cellebrite Services. As between Cellebrite and Customer, all right, title and
interest in the Cellebrite Services and any other Cellebrite materials furnished or made available
hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and
feedback proposed by Customer regarding the Cellebrite Services, including all copyright rights,
patent rights and other Intell ectual Property Rights in each of the foregoing, belong to and are
retained solely by Cellebrite or Cellebrite's licensors and providers, as applicable. Customer hereby
does and will irrevocably assign to Cellebrite all evaluatfons, ideas, feedback and suggestions made
by Customer to Cellebrite regarding the Cellebrite Service (collectively, "Feedback") and all
Intellectual Property Rights in the Feedback.
12.2 Customer Data. As between Cellebrite and Customer, all right, title and interest in
the Customer Data, and all Intellectual Property Rights therein, belong to and are retained solely by
Customer. Customer hereby grants to Cellebrite a limited, non-exclusive, royalty-free, worldwide
license to use the Customer Data and perform all acts with respect to the Customer Data as may be
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necessary for Cellebrite to provide the Services to Customer. To the extent that receipt of the
Customer Data requires Cellebrite to utilize any account information from a third party service
provider, Customer shall be responsible for obtaining and providing relevant account information
and passwords, and Cellebrite hereby agrees to access and use the Customer Data solely for
Customer's benefit and as set fort h in these Terms. As between Cellebrite and Customer, Customer
is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all
Customer Data.
12.3 Aggregated Statistics. Notwithstanding anything else in these Terms or
otherwise, Cellebrite may monitor Customer's use of the Services and use Customer Data, and Other
Information in an aggregate and anonymous manner, Including to compile statistical and
performance information related to the provision and operation of the Cellebrite Services and any
data about how the Cellebrite product and/or Services are used by the Customer and/or its Users
("Aggregated Statistics"), As between Cellebrite and Customer, all right, title and interest in the
Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by
Cellebrite. Customer acknowledges that Cellebrite will be compiling Aggregated Statistics based on
Customer Data, Other Information, and information input by other customers into the Cellebrite
Service and Customer agrees that Cellebrite may (a) make such Aggregated Statistics publicly
ava ilable, and (b) use such information to the extent and in the manner permitted by applicable law
or regulation and for any purpose of data gathering, analysis, service enhancement and marketing,
provided that such data and information does not identify Customer or its Confidential Information.
12.4 Cellebrite Developments. All inventions, works of authorship and developments
conceived, created, written, or generated by or on behalf of Cellebrite, whether solely or jointly,
including without limitation, in connection with Cellebrite's performance of the Ancillary Services
hereunder, including (unless otherwise expressly set forth in an applicable Statement of Work) all
Deliverables ("Cellebrite Developments") and all Intellectual Property Rights therein, shall be the
sole and exclusive property of Cellebrite. Customer agrees that, except for Customer Confidential
Information, to the extent that the ownership of any contribution by Customer or its employees to
the creation of the Cellebrite Developments is not, by operation of law or otherwise, vested in
Cellebrite, Customer hereby assigns and agrees to assign to Cellebrite all right, title and interest in
and to such Cellebrite Developments, Including without limitation all the Intellectual Property Rights
therein, without the necessity of any further consideration.
12.5 Further Assurances. To the extent any of t he rights, title and interest in and to
Feedback or Cellebrite Developments or Intellectual Property Rights therein cannot be assigned by
Customer to Cellebrite, Customer hereby grants to Cellebrite an exclusive, royalty-free, transferable,
irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of
sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. If the
foregoing assignment and license are not enforceable, Customer agrees to waive and never assert
against Cellebrite those non-assignable and non-licensable rights, title and interest. Customer
agrees to execute any documents or take any actions as may reasonably be necessary, or as
Cellebrite may reasonably request, to perfect ownership of the Feedback and Cellebrite
Developments. If Customer is unable or unwilling to execute any such document or take any such
action, Cellebrite may execute such document and take such action on Customer's behalf as
Customer's agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with
an interest and is irrevocable.
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12.6 License to Deliverables. Subject to Customer's compliance with these Terms,
Cellebrite hereby grants Customer a lim ited, non-exclusive, non-transferable license during the
Subscription Term t o use the Deliverables solely in connection with Customer's authorized use of
the Cellebrit e Service. Notwithstanding any other provision of th ese Terms: (i) nothing herein shall
be construed t o assign or transfer any Intellectual Property Right s In t he proprietary t ools, source
code samples, templates, libraries, know-how, techniques and expertise ("Tools") used by Cellebrite
to develop the Deliverables, and to the extent such Tools are delivered with or as part of the
Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables;
and (ii) the term "Deliverables" shall not include the Tools.
13 LIMITATION OF LIABILITY.
13.1 No Consequential Damages. NEITHER CELLEBRITE NOR ITS LICENSORS OR
AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS,
LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN
IF CELLE BRITE OR ITS LI CENSORS OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE
LICENSING, PROVISION OR USE OF THE CELLE BRITE SERVICE, ANCILLARY SERVICES, SUPPORT
SERVICES OR THE RESULTS THEREOF.
13.2 Limits on Liability. NEITHER CELLEBRITE NOR ITS LICENSORS OR AFFILIATES
SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO
THE AMOUNTS PAID BY CUSTOMER TO CELLEBRITE UNDER THESE TERMS DURING THE PERIOD OF
TWELVE (12) MONTHS PR ECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, LESS THE
AMOUNTS PREVIOUSLY PAID BY CELLEBRITE TO SATISFY LIABILITY UNDER THIS AGREEMENT.
13.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS
SECTION 13 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN
FAILS OF ITS ESSENTIAL PURPOSE, AND WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
14. TERM AND TERMINATION ,
14.1 Term. The term of these Terms commences on t he Effective Date and continues
until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided
In t hese Terms
14.2 Termination for Cause. Cellebrite may terminate this Agreement: (i) for its
convenience by giving the Customer (30) days' prior written notice; (ii) by giving the Customer a
written notice to be immediately effective in case the Customer causes a material or continuous
breach hereof ("continuous" meaning two or more occurrences of the same breach). All of
Customer's obligations under this Agreement shall survive the expirat ion or termination of the
Agreement. Termination of this Agreement will not entitle Customer to any deduction of the Quoted
Price or any refund of any prepaid fees. Cellebrite may terminate the Agreement and revoke the
license granted hereunder by giving the other Party a written notice to be immediately effective in
case Cellebrite reasonably determines that it can no longer comply with the terms of the Agreement
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in accordance with the requirement of any applicable law, rule and/or regulations. Termination of
the Agreement in accordance with this Section shall not impose on Cellebrite liability of any kind.
14.3 Effects of Termination. Upon expiration or termination of these Terms, not
including expiration or termination of a Trial, (a) Customer's use of and access to the Cellebrite
Service and Cel lebrite's performance of all Support Services and Ancillary Services shall cease; (b) all
Order Forms shall terminate; and (c) all fees and other amounts owed to Cellebrite shall be
immediately due and payable by Customer, including without limitation. Upon Customer's request
made within ten (10) days after the effective date of applicable termination or expiration, Cellebrite
shall make any Customer Data stored on the Cellebrlte Service available, for a period of 30 days, for
download by Customer in the format in which it is stored in the Ceilebrite Service. After such 30-day
period, Cellebrite shall have no obligation to maintain or provide any Customer Data and may
thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its
possession or under its control. In addition, within thirty (30) days of the effective date of
termination, Customer shall: (a) return to Cellebrite, or at Cellebrite's option, Customer shall destroy
all items of Confidential Information (other than the Customer Data) in Customer's possession or
control, including any copies, extracts or portions thereof, and (b) upon request shall certify in
writing to Cellebrite that it has complied with the foregoing.
14.4 Survival. This Section and Sections 1, 2.3, 2.4, 7, 8, 10, 12, 13, 15.4, 16 and any
other Section or Appendix which should reasonably survive t ermination of this Agreement, shall
continue to be in force and effect after termination or expiry of this Agreement.
15, MISCELLANEOUS.
15.1 Notices. All notices which any party to these Terms may be required or may wish
to give may be given by addressing them to the other party at the addresses set forth below (or at
such other addresses as may be designated by written notices given in the manner designated
herein) by (a) personal delivery, (b) sending such notices by commercial overnight courier with
written verification of actual receipt, (c) by email, effective (A) when the sender receives an
automated message from the recipient confirming delivery or (B) one hour after the time sent (as
recorded on the device from which the sender sent the email) unless the sender receives an
automated message that the email has not been delivered, whichever happens first, but if the
delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee's time) it is
deemed to be received at 9:00 am on the following business day, or (d) sending them by registered
or certified mail. If so mailed or otherwise delivered, such notices shall be deemed and presumed to
have been given on the earlier of the date of actual receipt or three (3) days after mailing or
authorized form of delivery. All communications and notices to be made or given pursuant to these
Terms shall be in the English language.
15.2 Governing Law. This Agreement and any disputes or claims arising hereunder are
governed by the laws of, and subject to the exclusive jurisdiction of, the country of incorporation of
the Cellebrite entity that sold the Services to Customer, without giving effect to any choice of law
rules or principles. In case of sales or licenses in the United States of America, this Agreement and
any disputes or claims arising hereunder are governed by the laws of the State of New York and
subject to the exclusive jurisdiction of the federal or state courts in New York, without giving effect
to any conflict of Law rules or principles. Notwithstanding anything to the contrary, in the event that
the entity that sold the Services to the Customer is Cellebrite GmbH, this Agreement shall be
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governed by and construed in accordance with the law of England and Wales and the Parties hereby
submit to the exclusive jurisdiction of the London courts and, without giving effect to any conflict of
law rules or principles. The United Nations Convention on Contracts for the International Sale of
Goods (except that sales or licenses ln the United States of America shall not exclude the application
of General Obligations Law 5-1407 ), and the Uniform Computer Information Transactions Act do not
apply to this Agreement. Cellebrite may, at its sole discretion, initiate any dispute or claim against
Customer, including for injunctive relief, in any jurisdiction permitted by applicable law.
15.3 U.S. Government Customers. If Customer is a U.S. Federal Government entity,
Cellebrite provides the Ceflebrite Service, including related software and technology, for ultimate
Federal Government end use solely in accordance with the following: Government technical data
rights include only those rights customarily provided to the public with a commercial item or process
and Government software rights related to the Cellebrite Service include only those rights
customarily provided to the public, as defined in these Terms. The technical data rights and
customary commercial software license is provided in accordance with FAR 12.211 (Technical Data)
and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015
(Technical Data -Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer
Software or Computer Software Documentation). If greater rights are needed, a mutually
acceptable written addendum specifically conveying such rights must be included in these Terms. In
addition, If the Customer is a U.S. Federal Government entity (or agency thereof), t hese Terms
incorporate the following FAR provisions by reference: 52.222-50, 52.233-3, 52.222-54, 52.222-21 ,
52.222-26, 52.203-6, 52.204-10, 52.209-9, 52.212-4, 52.222-40, 52.222-41, 52.203-13, 52.222-36,
52.222-37, 52.233-4, 52.212-5, 52.209-10, 52.222-35, 52.222-53,
15.4 Inapplicable Terms and Provisions -VOID AB IN/TIO. This Section 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 the Agreement, is considered void ab initio, or is otherwise
unenforceable against Customer pursuant to applicable U.S. Law that expressly prohibits Customer
from agreeing to such term or condit ion, 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.
15.5 Regulation. The Cellebrite Service utilizes software and technology that may be
subject to certain export, re-export, customs or import controls, applicable in Israel, the European
Union, the United States 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. Customer expressly warrants, represents and covenants that it shall comply
fully with all applicable export laws and regulations any relevant jurisdictions to ensure that the
Services are not exported or re-exported in vlolation of such laws and regulations, or used for any
purposes prohibited by such laws and regulations. As the Services are subject to export control laws
and regulations, Customer shall not export or "re-export" (transfer) the Services unless the
Customer has complied with all applicable controls. Customer acknowledges and agrees that the
Services shall not be used, and none of the underlying information, software, or t echnology may be
transferred or otherwise exported or re-exported to countries as to which the United States
maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident
thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated
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Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated
Nationals''), The lists of Embargoed Countries and Designated Nationals are subject to change
without notice. By using the Cellebrite Services, Customer represents and warrants that it is not
located in, under the control of, or a national or resident of an Embargoed Country or Designated
National. The Cellebrite Service may use encryption technology that is subject to licensing
requirements underthe U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Cou ncil
Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws
and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Cellebrite and its Ii censors make no representation that the Cellebrite Service is appropriate or
available for use in other locations. Any diversion of the Customer Data contrary to law is prohibited.
None of the Customer Data, nor any information acquired through the use of the Cellebrite Service,
ls or will be used for nuclear activities, chemical or biological weapons, or missile projects.
15.6 Compliance. Customer is obligated to comply with the law applicable in connection
with the business relationship with Cellebrite. Customer will comply with Cellebrite's Business
Conduct Policy. Customer represents, warrants and covenants 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 services and/or products, including but not limited to the Services and shall only use the
Services in compliance w ith all applica ble laws and regulations (including, without limitation, data
protection, privacy, computer misuse, telecommunications interception, intellectual property, and
import and export compliance laws and regulations orthe applicable foreign
equivalents). Customer, its subsidiaries and Affiliates will not (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 t he purchase of goods or
commercial services; (1ii) 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, and; (iv) violate any applicable anticorruption
regulat ions and, if applicable, not to violate the US Foreign Corrupt Practices Act (FCPA), the UK
Bribery Act or any other applicable anti bribery or anti-corruption law. Customer 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. Upon Cellebrite's request, Cust omer will confirm in
writing that it complies with this Section and is not aware of any breaches of the obligations under
this Section. If Cellebrite reasonably suspects that Customer is not complying with this Section then,
after notifying Customer regarding the reasonable suspicion, Cellebrite may demand that
Customer, in accordance with applicable law, permit and participate in - at its own expense -
auditing, inspection, certification or screening to verify Customer's compliance with this Section. Any
such inspection can be executed by Cellebrite or its third party representative.
In the event Customer is in contact with a Government Official concerning Cellebrite, discussing or
negotiating, or Customer engages a third party to do so, Customer is obligated (i) to inform
Cellebrite in advance and in writing, clearly defining 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.
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Cellebrite may immediately terminate this Agreement and any applicable Order Form if Customer
violates its obligations under t his Section. Nothing contained in this Section shall limit any additional
rights or remedies available to Cellebrite. Customer 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 by Customer. Customer will pass on the provision of this
Section to its affiliates and bind its affiliates accordingly and verify the compliance of its subsidiaries
or affiliates with the provisions of this-Section.
15. 7 Assignment. Customer shall not assign its rights hereunder or delegate the
performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of
assets, operation of law, or otherwise, without the prior written consent of Cel lebrite. Any
purported assignment in violation of the preceding sentence is null and void. Subject to the
foregoing, these Terms shall be binding upon, and inure to the benefit of, the successors and
assigns of the parties thereto. With the exception of Affiliates of Customer who have executed
Order Forms under these Terms, there are no third-party beneficiaries to these Terms.
15.8 Amendment. These Terms may be amended or supplemented from time to time
at Cellebrite's sole discretion,
15.9 Interpretation; Severability. If any of these Terms is found invalid or
unenforceable that term will be enforced to the maximum extent permitted by law and the
remainder of the Terms will remain in full force.
15.10 Independent Contractors. The parties are independent contractors, and nothing
contained herein shall be construed as creating an agency, partnership, or other form of joint
enterprise between the parties.
15.11 Entire Agreement. These Terms, including all applicable Order Forms, and
Statements of Work, constit ute the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous understandings, representations, discussions,
negotiations, and agreements, whether written or oral.
15.12 Force Majeure. Except for your payment obligations hereunder, neither party shall
be liable to t he other party or any third party for failure or delay in performing its obligations under
these Terms when such failure or delay is due to any cause beyond the cont rol of the party
concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or
flood, provided that upon cessation of such events such party shall thereupon promptly perform or
complete the performance of its obligations hereunder.
Exhibit A
Data Processing Addendum
This Data Processing Addendum ("Addendum'1 is entered into by and between Cellebrite and
Customer.
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
WHEREAS, the Services involves processing certain personal data and the parties wish to regulate
Cellebrite's processing of such personal data, through this Addendum, which become an integral
part of the Agreement.
THEREFORE, the parties have agreed to this Addendum, consisting of four parts:
• Part One applies with general provision.
• Party Two applies with respect to the GDPR (Regulation (EU) 2016/679 of the European
Parliament and of the Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of such data, and
supplementary GDPR legislations in EU member states), but only if Cellebrite Services to the
Customer operate or Process Personal Data to any extent, in countries that are not member
states of the European Economic Area, and are not territories or territorial sectors
recognized by an adequacy decision of the European Commission, as providing an adequate
level of protection for Personal Data pursuant to Article 45 of the GDPR.
• Part Three applies with respect to the GDPR (Regulation (EU) 2016/679 of the European
Parliament and of t he Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free movement of such data, and
supplementary GDPR legislations in EU member states), but only if Cellebrite Services to the
Customer operate and Process Personal Data exclusively in member states of the European
Economic Area, or in territories or territorial sectors recognized by an adequacy decision of
the European Commission, as providing an adequate level of protection for Personal Data
pursuant to Article 45 of the GDPR.
• Part Four applies with respect to the California Consumer Privacy Act of 2018 (CCPA).
Part-1
1. In the event of any conflicting stipulations between this Addendum and the Agreement or any
other agreement in place between the parties, the stipulations of this Addendum shall prevail.
2. Any limitat ion of liability pursuant the Agreement shall apply to liability arising from or in
connection with breach of this Addendum.
3. Cellebrite has appointed the person listed below as a contact person for data prot ection
purposes:
Mr. llan Tzoler, Compliance Officer, llan.Tzoler@cellebrite.com.
Part--2
1. Capitalized terms used in this Part 2 of the Addendum but not defined in the Addendum or in
the Agreement have the meaning ascribed to them in Regulation (EU) 2016/679 (GDPR) and in
Directive (EU) 2016/680 of the European Parliament and of the Council of 27 April 2016 on the
protection of natural persons with regard to the processing of personal data by competent
authorities for the purposes of the prevention, investigation, detection or prosecution of
criminal offences or the execution of criminal penalties, and on the free movement of such data.
2. This Part 2 applies only where Cel lebrite is Processing Personal Data as a Data Processor on
behalf of the Customer and under the Customer's instructions, where the Customer is a Data
Controller subject to the GDPR with respect to the Personal Data that Cellebrite Processes. It
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
does not apply to Cellebrite's Processing Personal Data of Customer's representatives to market
or promote its products, to administer the business or contractual relationship between
Cellebrite and t he Customer or in other instances where Cellebrite operates as the Data
Controller.
3. Customer and Cellebrite hereby assent to the Annex to Commission Implementing Decision (EU)
2021 /914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to
third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the
Council, as follows:
3.1. In Section II (Obligations of the Parties), Clause 9(a) for MODULE TWO: Transfer controller
to processor: The data importer shall specifically inform the data exporter in writing of any
intended changes to that list through the addition or replacement of sub-processors at least
10 days in advance, thereby giving the data exporter sufficient time to be able to object to
such changes prior to the engagement of the sub-processor(s).
3.2. In Section IV (Final Provisions), Clause 17 for MODULE TWO: Transfer controller to
processor: The Parties agree that this shall be the law of Ireland.
3.3. In Section IV (Final Provisions), Clause 18(b) for MODULE TWO: Transfer controller to
processor: The Parties agree that those shall be t he courts of Ireland.
3.4. In Annex I, for MODULE TWO: Transfer controller to processor:
3.4.1 .. Data Exporter: Customer.
3.4.1.1 . Activities relevant to the data transferred under these Clauses: A business with a
need to ext ract, review and analyze intelligence frorn digital devices and online
platforms.
3.4.1.2. Role: controller
3.4.2. Data Importer: Cellebrite.
3.4.2.1. Activities relevant to the data transferred under these Clauses: Develops and
operates a software-as-a-service solution for extracting, obtaining, reviewing and
analyzing intelligence from digital devices and on line platforms.
3.4.2.2. Role: processor.
3.5. Description of Transfer:
3.5.'I. Categories of data subjects whose personal data is transferred: Individuals using the
digital devices from which the intelligence is gathered, and their contacts.
3.5.2. Categories of data transferred: contact information, messages and emails,
correspondence, location information, photos, data related to use of on line platform,
and other information extracted from digital devices.
3.5.3. Sensitive data transferred: to the extent present on the digital device and extracted at
the instruction of the Customer: personal data revealing racial or ethnic origin, political
opinions, religious or philosophical beliefs, or trade union membership, and the
processing of genetic data, biometric data for the purpose of uniquely identifying a
natural person, data concerning health or data concerning a natural person's sex life or
sexual orientation.
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
3.5.4. The frequency of the transfer: On a continuous basis, as needed in the use of the
Services.
3.5.5. Nature of the processing: collection, recording, organization, structuring, storage,
adaptation or alteration, retrieval, disclosure by transmission, alignment or
combination, restriction, erasure and destruction.
3.5.6. Purpose(s) of the data transfer and further processing: extraction, review and analysis
of intelligence from digital devices and on line platforms,
3.5.7. The period for which the personal data will be retained: For the duration of the
Services.
3.5.8. Transfers to the following main (sub-) processors:
Name of sub-processor Subject matter and nature Duration of sub-processing
of sub-processor
processing
Amazon AWS Cloud infrastructure provider Duration of the engagement
3.5.9. Competent Supervisory Authority: the supervisory authority in the EU member state
where the data exporter's EU representative under Article 27 of the GDPR is located.
3.6. In Annex II, for MODULE TWO: Transfer controller to processor:
3.6.1. Information Security Policies & Standards: Cellebrite's Information Security Policy sets
forth general information security policy statements applicable to Cel lebrite's computer
and network systems and all information contained on those systems or relating to
Cellebrite's business activities:
• Information must be consistently protected in a manner commensurate with its
sensitivity, value, and critica lity.
• Cellebrite's information and computer resources must be used only for the business
purposes authorized by management.
3.6.2. Acceptable Use Policy: Cellebrite's Acceptable Use Policy defines the activities that are
permissible when using any of the company's computer, device, or communication
system and states the minimum compliance requirements for users of Cellebrite's
systems, including but not limited to computer equipment, software, operating
systems, network accounts and e-mail
3.6.3. Key Information Security Controls: Below are some of the key information security
controls that the Information Security group has implemented across the organization:
Access Control: Cellebrite has implemented security standards, which are designed to
restrict access to Cellebrite's information and data assets including: defines general
access control requirements (e.g., access to information resources granted only on a
"need-to-know" basis, access terminated at termination of employment, periodic
review of access rights, role-based access rights and segregation of duties, etc.)
Authentication and encryption: strong authentication with 2FA are required for every
remote access to the company's assets
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
Part 3
3.6.4. System and Communications Protection: Cellebrite operates a comprehensive, multi-
layered information security program, leveraging a defensive, in-depth architecture.
Tiered perimeter defenses include firewalls between zones and key application servers,
as well as segmentation between various network elem ents and network segments.
Web Application Firewalls are employed to protect applications. Detectrve controls are
also layered, with proactive enterprise-wide scans for Advanced Persistent Threat
("APT") using top notch commercial malware detection. Network Intrusion Detection
technology is in place, as well as endpoint controls such as Host-Based IDS and
advanced malware protection, The Cellebrite's network infrastructure is protected with
the following mechanisms, as a standard:
• Network Firewalls -designed to protect against network-based, malicious attacks and
provide an additional layer of access control.
• Network Access Controls -Cellebrite has controls around network access and remote
access, including 2~ factor authentication and forced disconnection after a period of
inactivity.
• Network Segmentat ion -VLAN and physical segmentation, Additional controls may
be in place at the application layer which, are detailed below in the product
specifications section of this packet.
3.6.5. Vulnerability Management: Cellebrite maintains a systematic process to detect
categorize, and handle vulnerabilities found in its infrastructure, application and
systems.
3.6.6. Change Management: Cellebrite maintain a change management process for changes
in production, which helps protect the integrity and availability of the services by
controlling all changes to minimize risk to approve all applicable changes.
3.6.7, Saas Network Security: Cellebrite deploys multiple layers of network security across
our Saas infrastructure and application stack. At the perimeter Cellebrite relies on
cloud front t o provide distributed denial of service ("DDoS") attack mitigation and a web
application firewall ("WAF'') for traffic over HTTP and HTTPS. Cellebrite relies on IP
whitelisting to ensure that the network origin for clients is not accessible publicly. All
traffic within Cellebrite's Saas platform operates on independent virtual private clouds
('VPCs'') which is in a physically isolated from all other accounts. In the IPS layer,
advanced threat protection, intrusion prevention, firewall capabilities, web filtering,
network visibility, anti-virus, and anti-spyware services provide a broad range of
enhanced protection.
3.6.8. Content Encryption: All traffic to and from clients to the platform uses HTTPS to
encrypt data in transit.
3.6.9. Incident Response Plan: Cellebrite's have a detailed incident response plan that
addresses how Cellebrite handles security incidents including notifying regulators,
affected individuals, law enforcement, and/or data owners/controllers of security
breaches of Scoped Data, Cellebrite's threat operation center is in charge of monitoring
detecting handling and notifying the relevant stockholders in case of a cyber incident
occurs.
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
1. Customer commissions, authorizes and requests that Cellebrite provide Customer the Services,
which involves Processing Personal Data (as these capitalized terms are defined and used in: (a)
the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) applicable as of 25
May 2018 and any national law supplementing t he GDPR; and (b) Directive (EU) 2016/680 of the
European Parliament and of the Council of 27 April 2016 on the protection of natural persons
with regard to the processing of personal data by competent authorities for the purposes of the
prevention. invest igation, detection or prosecution of criminal offences or the execution of
criminal penalties, and on the free movement of such data. Legislations (a) and (b) above shall
collectively be referred to as "Data Protection Law''.
2. This Part 3 applies only where Cellebrite is Processing Personal Data as a Data Processor on
behalf of the Customer and under the Customer's instructions, where the Customer is a Data
Controller subject to the GDPR with respect to the Personal Data that Cel lebrite Processes. lt
does not apply to Cellebrite's Processing Personal Data of Customer's representatives to market
or promote its products, to administerthe business or contractual relationship between
Cellebrite and the Customer or in other instances where Cellebrite operates as the Data
Controller.
3. Cellebrite will Process the Personal Data only on Customer's behalf and for as long as Customer
instructs Cellebrite to do so. Cellebrite shall not Process the Personal Data for any purpose other
than the purpose set forth in this Addendum.
4. The nature and purposes of the Processing activities are as set out in the Agreement. The
Personal Data Processed may include, without limit ation:
contact information, messages and emails, correspondence, location information, photos, data
related to use of online platform, and other information extracted from digital devices.
5. The Data Subjects, as defined in the Data Protection Law, about whom Personal Data is
Processed are:
Individuals using the digital devices from which the intelligence is gathered, and their contacts.
6. Customer is and will always remain the 'Data Controller', and Cellebrite is and will remain at all
times the 'Data Processor' (as these capitalized t erms are defined and used in Data Protection
Law). As a Data Processor, Cellebrite will Process the Personal Data only as set forth in this
Addendum. Cellebrite and Customer are each responsible for complying with the Data
Protection Law applicable to them in their roles as Data Controller and Data Processor.
7. Cellebrite will Process the Personal Data only on instructions from Customer document ed in
this Addendum or otherwise provided either in writing or through the options of the Services
configurable by Customer. The foregoing applies unless Cellebrite is otherwise required by law
to which it is subject (and in such a case, Cellebrite shall inform Customer of that legal
requirement before processing. unless that law prohibits such information on important
grounds of public interest). Cellebrite shall immediately inform Customer if, in Cellebrite's
opinion, an instruction is in violation of Data Protection Law.
8. Cellebrite will make available to Customer all information in its disposal necessary to
demonstrate compliance with the obligat ions under Data Protection Law.
9. Cellebrite will follow Customer's instructions to accommodate Data Subjects' requests to
exercise their rights in relation to their Personal Data, including accessing their data, correcting
it, restricting its processing or deleting it. Cellebrite will pass on to Customer requests that it
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
receives (if any) from Data Subjects regarding their Personal Data Processed by Cellebrite.
Cellebrite shall notify Customer of the receipt of such request as soon as possible, and no later
than five (5) business days from the receipt of such request, together with the relevant details.
10. Customer authorizes Cellebrite to engage another processor for carrying out specific processing
activities of the Services, provided that Cellebrite informs Customer at least 10 business days in
advance of any new or substitute processor (including in respect of any material changes in the
other processor's ownership or control), in which case Customer shall have the right to object,
on reasoned grounds, to that new or replaced processor. If Customer so objects, Cellebrite may
not engage that new or substitute processor for the purpose of Processing Personal Data in the
provision of the Services. Customer hereby authorizes Cellebrite to engage the processors
identified in Section 3.5.8 of Part 2 of the Addendum.
11. Without limiting the foregoing, in any event where Cellebrite engages another processor,
Cellebrite will ensure that the same data protection obligations as set out in this Addendum are
likewise imposed on that other processor by way of a contract, in particular providing sufficient
guarantees to implement appropriate technical and organizational measures in such a manner
that the processing will meet the requirements of Data Protection Legislation. Where the other
processor fails to fulfil its data protection obligations, Cellebrite shall remain fully liable to
Customer for the performance of that other processor's obligations.
12. Cellebrite and its other processors will only Process the Personal Data in member states of the
European Economic Area, in territories or territorial sectors recognized by an adequacy decision
of the European Commission, as providing an adequate level of protection for Personal Data
pursuant to Article 45 of the GDPR, or using adequate safeguards as required under Data
Protection Law governing cross-border data transfers (e.g., Model Clauses). Cellebrite must
inform Customer at least 10 business days in advance of any new envisioned cross-border data
transfer scenario, in which case Customer shall have the right to object, on reasoned grounds, to
that new envisioned cross-border data transfer. If Customer so objects, Cellebrite may not
engage in that envisioned cross-border data transfer for the purpose of Processing Personal
Data in the provision of the Services.
13. In the event that the foregoing mechanism for cross-border data transfers is invalidated by a
regulatory authority under applicable law or any decision of a competent authority under Data
Protection Law, the parties shall discuss in good faith and agree such variations (such agreement
not to be unreasonably withheld or delayed) to this Addendum as are required to enable a valid
cross-border data transfers. Further, in the event that the European Commission establishes
processor to processor standard contractual clauses, the parties will enter into those clauses as
promptly as reasonably practicable.
14. Cellebrite will ensure that its staff authorized to Process the Personal Data have committed
themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
15. Within 10 business days of Customer's written request, Cellebrite shall allow for and contribute
to audits, including carrying out inspect ions conducted by Customer, or another auditor
mandated by Customer in order to establish Cellebrite's compliance with this Addendum and
the provisions of the applicable Data Protection Law as regards the Personal Data that Cellebrite
processes on behalf of Customer. Such audits shall be limited to one business day per annum
(unless Data Protection Law requires otherwise), shall be conducted during ordinary business
hours and without interruption to Cellebrite's ordinary course of business. Under no
DocuSign Envelope ID: DDC56465-4FF3-4345-8C77-828A33A3442EDocuSign Envelope ID: A6265542-F18B-4179-A447-42261AFAEC75
circumstances shall the audits or inspections extend to trade secrets of Cellebrite or to data
regarding other customers of Cellebrite. All audits are conditioned on the Customer or its
auditors first executing appropriate confidentiality undertakings satisfactory to Cellebrite.
16. Cellebrite shall without undue delay, and in any event within 72 hours, notify Customer of any
Personal Data Breach (as this term is defined and used in Data Protection Law and applicable
regulatory guidelines) that it becomes aware of regarding Personal Data of Data Subjects that
Cellebrite Processes, Cellebrite will thoroughly investigate the breach and take all available
measures to mitigate the breach and prevent its reoccurrence. Cellebrite will cooperate in good
faith with Customer on Issuing any statements or notices regarding such breaches, to authorities
and Data Subjects.
17. Taking into account the state of the art, the costs of implementation and the nature, scope,
context and purposes of processing as well as the risk of varying likelihood and severity for the
rights and freedoms of natural persons, Cellebrite shall implement in the Services appropriate
technical and organizational measures to ensure a level of secudty appropriate to the risk, as
detailed in Section of 3.6 Part 2.
18. Cellebrite will assist Customer with the eventual preparation of data privacy impact
assessments and prior consultation as appropriate (and if needed).
19. Cellebrite will provide Customer prompt notice of any request rt receives from authorities to
produce or disclose Personal Data it has Processed on Customer's behalf, so that Customer may
contest or attempt to limit the scope of production or disclosure request.
20. Upon Customer's request, Cellebrite will delete the Personal Data it has Processed on
Customer's behalf under this Addendum from its own and its processor's systems, or, at
Customer's choice, return such Personal Data and delete existing copies, within 10 business day
of receiving a request to do so, and
21. Upon Customer's request. will furnish written confirmation that the Personal Data has been
deleted' or returned pursuant to this section.
22. The duration of Processing that Cellebrite performs on the Personal Data is for the period set
out in the Agreement.
Part4
1. Scope. This Part applies to the processing of 'personal information' (as defined in Cal. Civ. Code
§1798.140(0)) by Cellebrrte for Customer.
2. Service Provider Obligations. The Parties acknowledge and agree that Cellebrite is a 'service
provider' as defined in Cal. Civ. Code §1798.140(v). To that end, and unless otherwise requires by
law:
2.1. Cellebrite is prohibited from retaining, using or disclosing Customer 'personal information'
(as defined in Cal. Civ. Code §1798.140(0)) for: (a) any purpose other than the purpose of
properly performing, or for any commercial purpose other than as reasonably necessary to
perform Customer's processing instructions; (b) 'selling' (as defined in Ca l. Civ. Code
§1798.140(t)) Customer personal information; and (c) retaining, using or disclosing
Customer personal information outside of the direct business relationship between the
parties. Cellebrite certifies that it understands the restriction specified in this subsection
and will comply with it.
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2.2. If Cellebrite receives a request from a California consumer about his or her is 'personal
information' (as defined in Cal. Civ. Code §1798.140(0)), Cellebrite shall not comply with the
request itself, promptly inform the consumer that Cellebrite's basis for denying the request
is that Cellebrite is merely a service provider that follows Customer's instruction, and
promptly inform the consumer that they should submit the request directly to Customer
and provide the consumer with Customer's contact information.
3. Subcontracting to suppliers. Customer authorizes Cellebrite to subcontract any of its Services-
related activities consisting (partly) of the processing of the personal information or requiring
personal information to be processed by any third party supplier without the prior written
authorization of Customer provided that: (a) Cellebrite shall ensure that the third party is bound
by the same obligations of the Cellebrite under this Part and shall supervise compliance thereof;
and (b) Cellebrite shall remain fully liable vis-a-vis Customer for the performance of any such
third party that fails to fulfil its obligations.
4. Return or deletion of information. Upon termination of this Part, upon Customer's written
request, or upon fulfillment of all purposes agreed in the context of Customer's instructions,
whereby no further processing is required, the Cellebrite shall, at the discretion of Customer,
either delete, destroy or return to Customer, some or all (however instructed) of the of the
personal information that it and its third-party suppliers process for Customer.
5. Assistance in responding to consumer requests. Cellebrite shall assist Customer by
appropriate technical and organizational measures, insofar as this is possible, for the fulfilment
of Customer's obligation to respond to requests for exercising the consumer rights under the
California Consumer Privacy Act of 2018.
6. Data security. Taking into account the state of the art, the costs of implementation and the
nature, scope, context and purposes of Cellebrite's processing of personal information for
Customer, as well as the nature of personal information processed for Customer, Cellebrite shall
implement and maintain reasonable security procedures and practices appropriate to the
nature of the information, designed to protect the personal information from unauthorized
access, destruction, use, modification, or disclosure (including data breaches).
***
Cellebrite Inc.
8065 Leesburg Pike,
Suite T3-302
Vienna, VA 22182
USA
Tel. +1 800 942 3415
Fax. +1 201 848 9982
Tax ID#: 22-3770059
DUNS: 033095568
CAGE: 4C9Q7
Company Website:
http://www.cellebrite.com
Quote
Quote#Q-321023-1
Date:Jun 12, 2023
Billing Information
City of Carlsbad
1635 Faraday Ave
Carlsbad, California 92008
United States
\i1\
Delivery Information
City Of Carlsbad
2560 Orion Way
Carlsbad, CA 92010
United States
\i1\
Contact: Faye (DO NOT USE) Escomiendo
Phone: 4423392165
Contact: Faye (DO NOT USE) Escomiendo
Phone: 4423392165
End Customer: City of Carlsbad
Click here to process with Credit Card paymentBy clicking the link above and accepting this quote,You are expressing your agreement and compliance to and with the terms contained on this quote.
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00069978 Jul 12, 2023 Net 30 USD Jennifer Leros
Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price
B-PAAS-02-004 Premium as a Service
Core package
1 Apr 18, 2023 Apr 17, 2024 0.00 0.00
U-AIS-02-134 Premium SaaS 35
Unlocks and Unlimited
Extraction Annual
Subscription
1 Apr 18, 2023 Apr 17, 2024 8,288.21 8,288.21
U-AIS-02-139 Premium SAAS End
Point
1 Apr 18, 2023 Apr 17, 2024 0.00 0.00
U-AIS-02-105 Cellebrite Premium
Adapter
1 836.79 836.79
SubTotal USD 9,125.00 Shipping & Handling USD 0.00 Sales Tax USD 707.18 Total USD 9,832.18
Comments:
Quote Number: Q-321023-1Prepared by Jennifer Leros
Page 1 of 2
••• +
-. • .-Cellebrite Digital intelligence
for a safer world
Terms and Conditions:
- This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below that are
incorporated by reference to this Quote/Proforma Invoice (together, the “Agreement”), constitute an offer by Cellebrite. By signing this
the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice,
or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by
the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other
ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory.
- Freight Terms: FCA (NJ)
- Limited Warranty: Hardware: 12 Months; Software: 60 days; Touch Screen: 30 days
- Quote is subjected regulatory approval.
- EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://legal.cellebrite.com/End-User-
License-Agreement.html
- General: The following terms shall apply to any product http://legal.cellebrite.com/us/index.html
- Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services https://legal.cellebrite.com/CB-us-us/index.html
- Premium: The following terms shall apply only to the following products: Cellebrite Premium: http://legal.cellebrite.com/intl/
PremiumUS.htm
- Pathfinder: https://legal.cellebrite.com/PF-Addendum.htm
- Training Services: The following terms apply to Cellebrite Training Services: http://legal.cellebrite.com/intl/Training.htm
- SaaS: https://legal.cellebrite.com/SaaS.htm
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. *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 notrefund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide uswith 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
I, the undersigned, hereby confirm that I am authorized to sign this Quote/Proforma Invoice on behalf the customer identified above , and I
hereby approve that my signature is legally binding upon the customer identified above.
Customer Name: ______________________
Signature:
\s1\
Effective Date:
\d1\
Name (Print):
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Title:
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Please sign and email to Jennifer Leros at jennifer.leros@cellebrite.com
Quote Number: Q-321023-1Prepared by Jennifer Leros
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