terms and conditions

These Terms and Conditions (together with any Order Form referencing these Terms and Conditions, collectively, the “Agreement”) govern the provision of the Services by Mate Security Inc. or Mate Security Ltd. (as applicable) (“Mate”) to the customer identified in the applicable Order Form (“Customer”). By (a) signing an Order Form that references this Agreement, or (b) accessing or using the Services, Customer agrees to be bound by this Agreement. This Agreement is effective on the earlier of: (i) the date Customer signs an Order Form referencing this Agreement; or (ii) Customer’s use of the Services (the “Effective Date”).

Mate provides an enterprise security platform and related services generally delivered as a hosted, cloud-based solution, with an optional on-premises gateway component for hybrid deployments, as further described hereunder and in the applicable Order Forms and Documentation. Customer desires to procure, and Mate agrees to provide, the Services under this Agreement, which establishes the general legal terms governing the Parties’ relationship, while the specific scope, commercial terms, and deployment details will be set forth in one or more Order Forms executed hereunder. Accordingly, the Parties agree as follows:

Amendments; Changes to Services
1. Mate may update or modify the Services or Documentation from time to time; provided that (i) no such update will materially diminish the core functionality of the Services identified in an applicable Order Form during the then-current Subscription Term, except to address security issues, comply with applicable law or a governmental order, or avoid infringement; and (ii) for any other material change that is reasonably likely to have a material adverse effect on Customer’s permitted use, Mate will provide prior written notice describing the change.
Definitions
1. “Account” means the Customer’s or its Authorized Users’ account enabling the use and management of the Services.
2. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or the ability to direct management.
3. “Authorized User” means an employee, contractor, of Customer (or its Affiliate) whom Customer authorizes to use the Services in accordance with this Agreement.
4. “Confidential Information” means all non-public, confidential information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
5. “Customer Data” means information, data, and other content that Customer or its Authorized Users submit, transmit, or upload to or through the Services during the Term, in any format (excluding Mate Proprietary, Suggestions, and Usage Data). Customer Data may include, for example, configuration files, logs, prompts/inputs, artifacts, tickets, and other materials provided for analysis, investigation, automation, or configuration purposes.
6. “Documentation” means the Mate user manuals, handbooks, FAQs, guidelines, website content, and other written or online materials relating to the Services that Mate makes available to Customer.
7. “Mate Marks” means any trademarks, service marks, names, logos, and other designations of Mate.
8. “Mate Proprietary” means the Mate Technology, Mate Marks, Suggestions, Documentation, and any information, content, code, data, images, videos, or text available in or through the Services that is owned by Mate.
9. “Mate Technology” means Mate’s proprietary software and technology, whether provided as a hosted cloud service or deployed in Customer’s environment (including the Platform and any On-Prem Gateway), together with user interfaces, connectors, APIs, SDKs, sample code, software libraries, command-line tools, and related technology, as well as any updates, upgrades, new features, alpha/beta/trial versions, and any modifications, enhancements, or derivative works thereof. Mate Technology does not include Third-Party Materials.
10. “On-Prem Gateway” means an optional Mate software component deployed in Customer’s environment solely to facilitate secure connectivity or data tunneling to the hosted Services, as further described in the applicable Order Form and Documentation.
11. “Order Form” means a written order form issued by Mate and executed or otherwise accepted by Customer that references this Agreement and sets out the applicable Services, Platform modules, deployment method (including any On-Prem Gateway), Subscription Term, scope/limits, fees, payment terms, timelines, and other transaction-specific details. If the Customer has purchased the subscription hereunder through a Partner, then any reference to the Order Form herein shall refer to the agreement entered between Customer and Partner, including any applicable purchase order.
12. “Partner” an authorized reseller or distributor of Mate.
13. “Personal Data” has the meaning assigned to it in the Parties’ Data Processing Agreement (“DPA”).
14. “Platform” means Mate’s proprietary, hosted security investigation and response platform identified in the applicable Order Form, including its dashboards, agents, connectors, APIs, SDKs, and related software and technology made available to Customer, together with any updates and upgrades provided during the applicable term, but excluding Third-Party Materials.
15. “Services” means (a) access to and use of the Platform on a software-as-a-service basis during the applicable Subscription Term; (b) the On-Prem Gateway, if specified in an Order Form; and (c) any support, maintenance, or professional services expressly described in an Order Form or SOW.
16. “Term” means the time from the Effective Date and for as long as there is an Order Form in effect.
17. “Subscription Term” means the period in which the Services are provided, as detailed in an applicable Order Form.
18. “Suggestions” means suggested improvements, feedback, commentary, ideas, concepts, designs, programs, or other input regarding the Services that Customer or any Authorized User provides to Mate.
19. “Third-Party Materials” means materials and information in any form or medium (including open-source or other third-party software, documents, data, content, specifications, products, or equipment) that are not proprietary to Mate but may be used with or in connection with the Services.
20. “Usage Data” means analytic, statistical, measurement, and telemetry data collected by Mate relating to Customer’s or any Authorized User’s use of the Services and Mate Technology, including click-stream data, duration, error/crash data, and logs (including access logs).
Right of Use, Accounts and Restrictions
1. Subject to this Agreement and the applicable Order Form, Mate grants Customer (together with its Authorized Users and any relevant Affiliate) a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable right to access and use the Services during the Term, solely for Customer’s internal business purposes and in accordance with the Documentation.
2. In order to access the Services, Customer is required to set up an administrative account with Mate (“Account”) by submitting the information requested in the applicable Service interface and the Customer shall be able, in accordance with the specific Order Form, to create Authorized User Accounts.
3. If agreed so between the parties, Accounts may be created via federation with Customer’s identity provider (the “IdP,” e.g., SAML 2.0 or OpenID Connect) only if expressly set out in an Order Form. Where SSO is enabled, (i) Customer will configure and maintain the IdP and any required network settings; (ii) Customer authorizes Mate to receive identity assertions and tokens from the IdP solely to authenticate Authorized Users to the Services; (iii) Mate will not store Customer’s underlying IdP passwords and will use IdP-provided tokens/claims only for authentication and access-control decisions; and (iv) Mate has no control over, and bears no responsibility for, the availability, security, fees, or performance of the IdP. If the Parties enable SCIM or similar automated user-provisioning, Customer remains responsible for its configuration, role/permission mappings, and timely de-provisioning of users who no longer require access.
4. Customer is responsible and liable for all activities under its Account(s). Customer will require all Authorized Users to keep credentials confidential and not share them with any unauthorized person. Customer remains responsible for any breach of this Agreement by an Authorized User and will ensure all Authorized Users comply with this Agreement. Customer shall promptly notify Mate of any actual or suspected unauthorized access to, or use of, the Services or any compromise of credentials.
5. Customer shall not (and shall not permit any third party to): (a) copy, modify, translate, create derivative works of, or otherwise exploit the Mate Proprietary except as expressly permitted; (b) reverse engineer, decompile, disassemble, or attempt to derive or gain access to any source code of the Mate Technology, except to the limited extent permitted by applicable law; (c) remove or alter any proprietary notices; (d) use the Services to offer managed services, outsourcing, or time-sharing to any third party; (e) use the Services to build or improve a competing product or service; (f) use the Services in violation of law or third-party rights; (g) use the Services to transmit malware, spam, or fraudulent content; (h) sell, resell, assign, transfer, lease, rent, sublicense, distribute, or otherwise make the Services available to any third party (including via service bureau or similar arrangements); (i) frame, mirror, or publicly display the Services (other than on Customer’s internal screens for its own business use); (j) circumvent, disable, or otherwise interfere with any security, access-control, license, usage-limit, or logging/monitoring features of the Services; (k) access the Services via undocumented or unsupported APIs, or scrape/harvest data, except through documented APIs and in accordance with the Documentation; (l) conduct penetration tests, vulnerability scans, or load/stress tests on the Services without Mate’s prior written consent; (m) publish or disclose benchmarks or performance tests of the Services without Mate’s prior written consent; or (n) take any action that imposes, or may impose, an unreasonable or disproportionately large load on Mate’s cloud infrastructure or otherwise disrupts its integrity.
6. Mate shall have the right, but not the obligation, to monitor Customer usage of the Services to validate Customer compliance with the terms herein.
7. The Services do not include professional services (e.g., training or consulting). Any such professional services must be expressly agreed in writing by the Parties in a separate statement of work or services agreement and may be subject to additional fees.
8. If Customer enables, purchases or uses the Threat Intelligence Feature (whether through an applicable Order Form or through enablement via the Platform), Customer’s use of such feature shall be subject to the Threat Intelligence Special Terms attached as Exhibit A. The Customer acknowledges that such feature is optional and may involve the transmission, disclosure, submission, or other processing of certain Customer Data by third-party providers, as further described in such Threat Intelligence Special Terms.
On Prem Gateway
1. If an On-Prem Gateway is specified in an Order Form, Mate grants Customer a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable license to install and use the On-Prem Gateway in Customer’s environment solely to enable secure connectivity or data tunneling to the hosted Platform. The On-Prem Gateway remains part of the Mate Technology; no title or ownership is transferred.
2. For any On Prem Gateway deployment, Customer will provide and maintain the required local environment and resources (e.g., compute instance, networking, firewall rules) for the On-Prem Gateway as specified in the Documentation and Order Form. Mate is responsible only for its application components (including the On-Prem Gateway software) and is not responsible for operating, securing, or managing Customer’s environment or third-party systems.
3. Mate may from time to time provide or deploy updates, patches, hotfixes, upgrades, and new versions for the On-Prem Gateway (collectively, “Updates”). Customer will (a) permit Mate to remotely deploy Updates where technically feasible and permitted by Customer policy, or (b) promptly install Updates made available by Mate in accordance with the Documentation. Customer will not unreasonably withhold or delay any change-management approvals required for Updates. Critical security Updates may be applied on an expedited basis; Mate will use reasonable efforts to provide prior notice, except in emergencies. Mate will support the then-current generally available release of the On-Prem Gateway and, unless otherwise stated in the Order Form, the immediately prior minor release; Mate’s support/SLA commitments may be conditioned on Customer running a supported version. Updates will not materially diminish the core functionality of the On-Prem Gateway identified in the applicable Order Form during the then-current Term (see Section 1.2). Mate is not responsible for issues arising from Customer’s failure to implement Updates within a reasonable time.
4. Upon expiration or termination of the applicable Order Form, Customer will promptly uninstall the On-Prem Gateway and delete any Mate software components from its environment; Mate may disable related keys or certificates.
Ownership; Feedback; Usage Data
1. As between the Parties, Mate and its licensors own all right, title, and interest in and to the Mate Technology and Mate Proprietary, including all enhancements, updates, and derivative works. No rights are granted to Customer except as expressly set forth in this Agreement. Except for the rights expressly granted to Customer, Mate reserves all rights, title, and interest in and to the Mate Proprietary.
2. As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Mate a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide, maintain, secure, and support the Services and as otherwise permitted by this Agreement and the DPA.
3. The Services may interoperate with or utilize Third-Party Materials (e.g., SIEMs, case-management tools, cloud services or open source code components and libraries). Any use of Third-Party Materials is subject to the applicable third-party terms.
4. Customer assigns to Mate all right, title, and interest in and to Suggestions. Where assignment is not permitted, Customer grants Mate a perpetual, irrevocable, worldwide, royalty-free license to use and exploit Suggestions without restriction.
5. Mate may collect and use Usage Data (as defined) for operating, securing, improving, and supporting the Services, provided such use does not identify Customer or any individual. Usage Data does not include Customer Data.
Fees and Payment
1. Customer shall pay the fees set out in the applicable Order Form (collectively, the “Fees”). Fees may include (as specified in the Order Form): (a) subscription fees for access to the Services; (b) assessment/pilot/POC fees (which may be credited against the first Subscription Term only if and as expressly stated in the Order Form); (c) professional services fees (fixed-fee or time-and-materials); and (d) any agreed overage/true-up fees tied to usage metrics. Except as expressly provided in this Agreement (including Section 7.2 remedy and any DPA-mandated refunds/credits) or the Order Form, all Fees are non-cancelable and non-refundable.
2. Unless the Order Form provides otherwise: (a) subscription Fees are invoiced in advance at the start of each Term (or renewal term); (b) professional services Fees are invoiced in advance for fixed-fee SOWs and monthly in arrears for time-and-materials SOWs; and (c) any usage-based or overage Fees are invoiced monthly in arrears. Customer shall pay all invoices within thirty (30) days of the invoice date (or such other period expressly stated in the applicable Order Form) by wire transfer to the bank account designated by Mate (or as otherwise stated in the Order Form). Administrative purchase orders are for reference only. Customer must pay all undisputed amounts when due and may withhold only the disputed portion in good-faith, documented disputes raised pursuant to the terms herein.
3. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, excise, and similar taxes, duties, or charges assessed in connection with the Fees, excluding taxes based on Mate’s net income. Amounts payable to Mate shall not be reduced by any withholding taxes; if withholding is required by law, Customer shall gross-up payments so that Mate receives the amount it would have received absent such withholding, and shall promptly provide valid withholding tax certificates.
4. Unless stated otherwise in the Order Form, all amounts are in USD and shall be paid in USD. Customer is responsible for bank charges, wire fees, and currency conversion costs incurred in remitting payment.
5. Overdue amounts (not subject to a good-faith dispute) will accrue interest from the due date until paid at the lesser of 1.5% per month or the maximum rate permitted by law. If any undisputed amount remains unpaid for fifteen (15) days after written notice, Mate may suspend the Services (in whole or in part) until payment is received. Suspension will be limited to what is reasonably necessary and will not relieve Customer of its payment obligations. Customer shall reimburse Mate for reasonable costs of collection (including reasonable attorneys’ fees).
6. Fees are fixed for the committed Term stated in the Order Form. Unless otherwise stated in the Order Form, Fees for any renewal term may be adjusted by Mate, with such changes to take effect only upon renewal and subject to at least sixty (60) days’ prior written notice. Additional quantities, modules, or capacity purchased mid-Term will be charged at Mate’s then-current rates unless otherwise agreed in the Order Form.
7. Customer’s use of the Services is subject to the scope and limits stated in the Order Form (e.g., licenses, users, seats, MAUs, data volume/ingest, connectors). If Customer exceeds the purchased scope, the Parties will cooperate in good faith to right-size usage; Mate may invoice true-up Fees for the excess usage at the rates set out (or referenced) in the Order Form for the remainder of the then-current Term.
8. To dispute an invoice, Customer must notify Mate in writing within ten (10) business days of invoice receipt, providing reasonable detail of the basis for the dispute. The Parties will work together in good faith to resolve the dispute. Customer shall timely pay all undisputed amounts. Mate will not suspend the Services for amounts timely and reasonably disputed in good faith unless Customer fails to cooperate in resolving the dispute.
Warranties and Disclaimers
1. The Customer represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Agreement, and its execution and performance will not conflict with any other agreement or violate applicable law; (b) it will comply with this Agreement, the Documentation, and applicable law in its use of the Services; (c) it has obtained and will maintain all rights, consents, and permissions necessary for Mate’s processing of Customer Data (including any Personal Data) as contemplated herein and in the DPA; and (d) all information provided by Customer to Mate is true, complete, and correct.
2. Mate represents and warrants that: (i) it has full legal authority to enter into this Agreement; (ii) during the applicable Term, the Services will materially conform to the Documentation under normal, authorized use; and (iii) Mate will perform any support or professional services, if applicable, in a professional and workmanlike manner. Customer’s sole and exclusive remedy, and Mate’s entire liability, for breach of the foregoing warranty in 6.2(ii) will be for Mate to use commercially reasonable efforts to repair or correct the non-conformity.
3. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7.2, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND THE MATE TECHNOLOGY ARE PROVIDED ON A SUBSCRIPTION BASIS AND NO OTHER WARRANTIES APPLY, WHETHER IMPLIED OR STATUTORY (INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). MATE DOES NOT REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; HOWEVER, MATE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MINIMIZE SERVICE INTERRUPTIONS AND TO CORRECT MATERIAL DEFECTS REPORTED IN ACCORDANCE WITH THE SUPPORT TERMS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; MATE IS NOT RESPONSIBLE FOR SUCH ISSUES TO THE EXTENT BEYOND ITS REASONABLE CONTROL OR ATTRIBUTABLE TO CUSTOMER’S SYSTEMS, THIRD-PARTY MATERIALS, OR CUSTOMER’S ENVIRONMENT. NOTHING IN THIS SECTION LIMITS THE REMEDIES EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT.
4. All Third-Party Materials are provided “AS IS.” Any representation or warranty concerning Third-Party Materials is strictly between Customer and the applicable third-party provider.
Support
1. Mate will provide technical support for the Services on a commercially reasonable-efforts basis during Mate’s business hours, excluding Mate-observed holidays, unless otherwise stated in an Order Form or SLA.
2. Customer will submit support requests via the ticketing/email address designated by Mate. Any additional channels or named resources (e.g., a dedicated CSM) apply only if expressly set out in an Order Form.
3. Mate may perform scheduled or emergency maintenance and deploy updates. Mate will use reasonable efforts to provide prior notice of scheduled maintenance and to minimize disruption.
4. Any response/availability targets and any service credits will be as stated in an SLA or Order Form (if any). Any response/availability targets and any service credits apply only if expressly set out in an SLA or Order Form. Absent such documents, no specific service levels or credits apply. Support excludes issues caused by Third-Party Materials, Customer systems or networks, or use not in accordance with this Agreement or the Documentation.
Term, Termination and Suspension.
1. This Agreement begins on the Effective Date and continues until all Order Forms have expired or are terminated in accordance with this Section.
2. Either Party may terminate this Agreement (and any affected Order Form) for material breach upon written notice if the breach remains uncured for sixty (60) days after receipt of notice (except that payment defaults must be cured within seven (7) days). Either Party may terminate immediately upon written notice if the other Party becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days.
3. Mate may suspend the Services immediately upon notice if Customer’s use: (i) poses a security risk to the Services or any third party; (ii) could adversely impact Mate’s systems or the Services; (iii) may result in liability to Mate or its Affiliates; or (iv) is fraudulent or unlawful (including export/sanctions violations). Mate will limit any suspension to what is reasonably necessary and will restore access promptly once the condition is remedied.
4. Upon termination or expiration of the Agreement or an Order Form: (a) all rights to the terminated Services cease; (b) each Party will promptly return or destroy the other Party’s Confidential Information, and upon request certify destruction within ten (10) business days; and (c) all accrued but unpaid Fees become immediately due and payable.
5. For thirty (30) days after termination or expiration of the applicable Services, Customer may export Customer Data via the Services’ standard tools. Thereafter, Mate may delete Customer Data within sixty (60) days, subject to the DPA and applicable law. Handling of any Personal Data in Customer Data post-termination will be as set forth in the DPA (delete/return at Customer’s election, unless law requires retention).
6. Any provisions that by their nature should survive (including confidentiality, ownership, limitations of liability, payment obligations, and DPA terms governing post-termination processing) shall survive termination or expiration.
Beta, POC and Free Trial Services.
1. Upon the Parties’ mutual written agreement (e.g., in an Order Form, pilot letter, or similar), Mate may make beta, pre-release, POC, or free trial features or services available to Customer (“Trial Services”) for internal evaluation only and not for production use. Subject to this Agreement, Mate grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Trial Services during the mutually agreed trial period.
2. Unless expressly stated in the applicable writing, Trial Services (a) are provided without SLA, support, service credits, or uptime commitments; (b) may be modified, suspended, or discontinued at any time; and (c) may contain bugs or errors. Any write-back/orchestration features are disabled by default and may be enabled only if expressly agreed by the Parties.
3. Customer should not submit production data to the Trial Services unless expressly agreed in writing. To the extent Customer Data for the Trial Services includes Personal Data, processing will be governed by the Parties’ DPA. Following conclusion of the Trial Services, Mate may delete Customer Data associated with the Trial Services; Mate has no obligation to retain or return such data unless otherwise agreed or required by the DPA or applicable law.
4. The trial term will be as stated in the applicable writing. Either Party may terminate Trial Services at any time upon written notice. Upon termination/expiration, Customer will cease use of the Trial Services.
5. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TRIAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, AND WITHOUT INDEMNITIES, SLAS, OR SERVICE CREDITS. To the maximum extent permitted by law, Mate disclaims all implied warranties with respect to the Trial Services, including merchantability, fitness for a particular purpose, non-infringement, title, and quiet enjoyment. Customer’s sole remedy for any issue with Trial Services is to discontinue their use.
Confidentiality.
Each Party, as Receiving Party, will (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own similar information, and in no event less than reasonable care; and (b) use such Confidential Information solely to perform this Agreement. The Receiving Party may disclose Confidential Information only to its and its Affiliates’ employees, contractors, professional advisors, regulators, supervisory authorities, and external auditors, and service providers who have a need to know for the foregoing purpose and are bound by written obligations of confidentiality and use restriction no less protective than those herein; the Receiving Party remains responsible for their compliance. Confidential Information does not include information that: (i) is or becomes public through no breach by the Receiving Party; (ii) was known to the Receiving Party without restriction before receipt; (iii) is rightfully received from a third party without duty of confidentiality; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it will (to the extent legally permitted) give prompt notice to the Disclosing Party and reasonably cooperate to seek a protective order or other appropriate remedy; only the legally required portion may be disclosed. Upon termination or expiration of this Agreement (or earlier upon request), the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information, subject to customary archival copies maintained under continuing confidentiality. Personal Data will be handled in accordance with the Parties’ DPA, which will control in the event of conflict. These confidentiality obligations survive for three (3) years from disclosure, and indefinitely for trade secrets. The Parties acknowledge that unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate, and the Disclosing Party is entitled to seek equitable relief in addition to other remedies.
Data; Privacy; Security and Backup
1. The Customer shall ensure that the Customer Data and the Customer’s use of the Services will not violate any applicable law. inter alia, the Customer has obtained all necessary rights, releases and permissions to submit all the Customer Data to the Services and to grant the rights granted under this Agreement.
2. Mate will not use Customer Data to train any AI/ML models without Customer’s prior, express written consent.
3. To the extent Customer Data includes Personal Data (as defined in the Parties’ DPA), the Parties shall process such Personal Data strictly in accordance with the DPA. Unless otherwise stated in an Order Form or the DPA, Customer acts as Controller (or Processor on behalf of a Controller) and Mate acts as Processor (or Sub-processor).
4. Without derogating from Mate’s undertakings under the DPA, Mate continuously enhances its security strategy, adhering to industry standards and conducting independent third-party audits and certifications to mitigate risks and limit the impact of security incidents.
5. The Customer acknowledges and agrees that it bears sole responsibility for maintaining current and adequate backups of its Customer Data. Mate will maintain commercially reasonable backup and disaster-recovery measures for the hosted Services, as described in the Documentation. The Customer remains responsible for maintaining its own independent backups appropriate for its business and regulatory needs.
6. Mate disclaims liability for loss, corruption, unavailability, or unauthorized access to Customer Data except to the extent caused by Mate’s negligence or willful misconduct. Any notice, mitigation and cooperation obligations will be as set forth in the DPA.
Indemnification
1. Mate will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Mate Technology, when used by Customer as permitted under this Agreement, infringes such third party’s intellectual property rights, and will pay any damages finally awarded (or settlements approved by Mate) attributable to such claim, subject to the procedures in this Section.
2. If the Services or any component of the Mate Technology are, or in Mate’s opinion are likely to be, the subject of an IP infringement claim, Mate may, at its discretion: (a) procure the right for Customer to continue using the affected item; (b) replace or modify it so it becomes non-infringing while providing substantially similar functionality; or (c) if (a) and (b) are not commercially feasible, terminate the affected Order Form(s) upon written notice and refund Customer any prepaid, unused Fees for the terminated portion of the Term.
3. Customer shall defend, indemnify, and hold harmless Mate, its Affiliates, licensors, and their respective officers, directors, employees, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any third-party claim to the extent based on: (a) Customer’s breach of this Agreement or the Documentation; (b) Customer’s use of the Services (including any Customer-side code, configurations, or deployments) in violation of this Agreement; (c) Customer Data or other materials provided by or on behalf of Customer (including alleged infringement, misappropriation, or violation of third-party rights); or (d) Customer’s violation of applicable law in connection with its use of the Services.
4. The indemnified Party must: (i) promptly notify the indemnifying Party in writing of the claim; (ii) grant the indemnifying Party sole control of the defense and settlement; and (iii) provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party will not settle any claim that imposes any obligation on, or admits liability by, the indemnified Party without its prior written consent (not to be unreasonably withheld).
5. Mate’s indemnity in Section 13.3 does not apply to claims resulting from: (i) Mate’s compliance with Customer’s specific instructions or specifications; (ii) Customer’s failure to implement updates or modifications provided by Mate specifically to avoid infringement; or (iii) combination or use of the Services with equipment, software, data, or processes not supplied by Mate or not used in accordance with the Documentation.
6. This Section 13 states Mate’s entire liability and Customer’s exclusive remedy for any third-party claim of intellectual property infringement relating to Mate Technology.
Limitations of Liability.
1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, REPUTATION OR GOOD WILL, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. WITHOUT DEROGATING FROM THE INDEMNIFICATION OBLIGATIONS UNDER SECTION ‎‎13 AND EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE: EITHER PARTY’S MAXIMUM LIABILITY FOR ANY AND ALL DAMAGES AND CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO MATE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
2. THE LIMITATIONS IN THIS SECTION 14 DO NOT APPLY TO PAYMENTS DUE TO MATE UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS).
3. THE FEES AND OTHER TERMS REFLECT THE AGREED ALLOCATION OF RISK. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Miscellaneous
1. Assignment. Neither Party may assign or transfer this Agreement (by operation of law or otherwise) without the other Party’s prior written consent; provided that either Party may assign, without consent, (a) to an Affiliate (that is not a direct competitor of the non-assigning Party) or (b) in connection with a merger, reorganization, or sale of all or substantially all of its business or assets to which this Agreement relates, provided the assignee assumes all obligations in writing and prompt written notice is given to the other Party. Any other attempted assignment is void. Subject to the foregoing, this Agreement binds and benefits the Parties and their permitted successors and assigns.
2. Entire Agreement; Modification. This Agreement (including any Order Form, SOW, DPA, and any SLA expressly incorporated by reference) is the Parties’ entire agreement concerning its subject matter and supersedes all prior or contemporaneous proposals, understandings, or agreements (written or oral). This Agreement may be amended or modified only by a written instrument that (a) expressly states it amends this Agreement and (b) is executed by duly authorized representatives of both Parties. No terms or conditions contained in, or referenced by, any purchase order, invoice, portal click-through, website, or similar document shall add to or modify this Agreement unless expressly incorporated in a mutually signed amendment or Order Form.
3. Publicity. Mate may identify Customer by name only as a customer (e.g., in customer lists on Mate’s website, presentations, and proposals) without disclosing any additional information about the relationship (including scope, terms, results, deployment details, or Customer Data). Any broader use (including quotes, case studies, or press releases) requires Customer’s prior written consent. No endorsement is implied. Customer may request removal from Mate’s public customer list by written notice, and Mate will remove Customer’s name within ten (10) business days. Nothing in this Section restricts disclosures required by law or regulatory authority, subject to advance notice where legally permitted, or any disclosure required by Mate as part of any due diligence procedure as part of a merger or any financial transaction.
4. Force Majeure. Neither Party will be liable for delay or failure to perform due to causes beyond its reasonable control (including acts of God, labor disputes, utility or Internet failure, governmental action, war, terrorism, pandemic, or natural disasters). The affected Party will use reasonable efforts to mitigate and resume performance. Payment obligations are not excused, except to the extent payment channels are legally blocked by sanctions or government order.
5. Export Control and Sanctions. Each Party will comply with applicable export-control and economic-sanctions laws (including those of Israel, the U.S., EU, and UK). Customer will not access or use the Services in embargoed countries or by/for restricted parties and represents it is not listed on any applicable restricted-party list.
6. Governing Law; Venue. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Israel, without regard to conflict-of-laws rules. The courts of Tel-Aviv–Jaffa will have exclusive jurisdiction, and each Party irrevocably submits to such courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Either Party may seek equitable relief (including injunction) in any court of competent jurisdiction to protect its Confidential Information or intellectual property.
7. Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other.
8. Notices. Legal notices must be in writing and sent to the notice addresses/emails set out in the Order Form (as updated by notice). Notices are deemed given: (a) when received, if delivered by courier with confirmation; (b) on the third business day after mailing, if sent by registered mail (return receipt); or (c) when the recipient acknowledges receipt by reply email for notices sent by email (automatic receipts do not suffice). Operational communications (e.g., support) may be by email/ticketing as designated by Mate.
9. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, except as expressly stated (e.g., indemnified Parties under Section 13).
10. Waiver. A waiver must be in a signed writing and is effective only for the specific instance and purpose given. Failure or delay to enforce any provision is not a waiver.
11. Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be valid and enforceable, and the remaining provisions will remain in full force and effect.
12. Order of Precedence. In case of conflict: (a) the Order Form controls over this MSA; (b) the DPA controls with respect to Personal Data. The Documentation is for guidance and does not override this Agreement.
13. Counterparts; Electronic Signatures. Any Order Form may be executed in counterparts (including PDF and e-signature), each deemed an original and together one instrument. Electronic signatures, and acceptance of this Agreement by accessing or using the Services,Any Order Form may be executed in counterparts (including PDF and e-signature), each deemed an original and together one instrument. Electronic signatures, and acceptance of this Agreement by accessing or using the Services, are valid and enforceable.
14. Language. This Agreement is in English, which will control over any translation provided for convenience.

Exhibit A

Threat Intelligence Special Terms

These Threat Intelligence Special Terms apply to Customer’s access to and use of any threat intelligence, external enrichment, reputation, scanning, sandboxing, malware-analysis, indicator-of-compromise analysis, or similar capability made available by Mate as part of the Services and enabled or purchased by Customer under an applicable Order Form or through the Platform, as applicable (the “Threat Intelligence Feature”). The Threat Intelligence Feature is optional and may be enabled or disabled by Customer through the Platform or as otherwise agreed in an Order Form.
Customer acknowledges that, unlike certain Services that may be operated in a customer-dedicated environment, including through an On-Prem Gateway or other segregated deployment, the Threat Intelligence Feature may require certain Customer Data to be transmitted, disclosed, submitted, or otherwise made available to third-party threat intelligence, enrichment, scanning, sandboxing, malware-analysis, reputation, cloud, security, or similar providers (“Threat Intelligence Providers”), as reasonably necessary to provide the Threat Intelligence Feature. By enabling or using the Threat Intelligence Feature, Customer authorizes Mate to process and make available such Customer Data to the applicable Threat Intelligence Providers solely for the purpose of providing, operating, supporting, and securing the Threat Intelligence Feature and related Services.
The Customer acknowledges that Threat Intelligence Providers operate third-party services, systems, databases, models, tools, and analysis environments that are not controlled by Mate and may constitute Third-Party Materials. The Threat Intelligence Feature may depend on the availability, accuracy, completeness, and performance of such third-party services. Outputs generated through the Threat Intelligence Feature may be incomplete, inaccurate, delayed, or may include false positives or false negatives. Customer remains responsible for reviewing, validating, and determining how to use any output, alert, classification, score, recommendation, or other result generated through the Threat Intelligence Feature.
The Customer represents and warrants that it has all rights, permissions, notices, consents, authorizations, and lawful bases required under applicable law, contractual obligations, and internal policies to make Customer Data available for processing through the Threat Intelligence Feature, including by the applicable Threat Intelligence Providers. Customer shall not submit or enable the submission of Customer Data through the Threat Intelligence Feature where such submission is prohibited by applicable law, contractual restriction, security policy, or other obligation binding on Customer.
To the extent that Customer Data processed through the Threat Intelligence Feature includes Personal Data, such Personal Data will be processed in accordance with any Data Processing Agreement (DPA) signed between the parties, and any Threat Intelligence Provider that Processes Personal Data will be deemed a Sub-Processor under such DPA. The current Threat Intelligence Providers list is available in the Documentation and on the Platform. Customer’s activation of a specific Threat Intelligence Provider through the Platform constitutes Customer’s prior specific written authorization for Mate to engage such provider as a Sub-Processor for the enabled Threat Intelligence Feature, to the extent required under applicable privacy law.
Without derogating from Section 12.2 of the Agreement, Mate will not use Customer Data submitted through the Threat Intelligence Feature to train Mate’s AI/ML models without Customer’s prior express written consent, and shall ensure that its contractual arrangements with any Threat Intelligence Provider includes similar limitation.
These Threat Intelligence Special Terms supplement the Agreement and the DPA. In the event of a conflict between these Threat Intelligence Special Terms and the Agreement, these Threat Intelligence Special Terms will control solely with respect to the Threat Intelligence Feature. In the event of a conflict between these Threat Intelligence Special Terms and the DPA regarding the processing of Personal Data, the DPA will control solely with respect to such Personal Data.