CELLEBRITE PATHFINDER ADDENDUM

1.  General.

a.   Definitions. Any capitalized terms not defined herein shall have the meaning ascribed to such term in the General Terms and Conditions (“GTC”) available at: https://legal.cellebrite.com/us/index.html or the End User License Agreement (“EULA”) available at: https://legal.cellebrite.com/End-User-License-Agreement.html, as applicable.

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.    In 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 terms of any other document relating to the Product.

d.   Entire Agreement. This Addendum shall form an integral part of the Agreement. Unless expressly specified herein, all other terms 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.   Setup and Deployment

a.   Setup. Following the Effective Date of the Agreement, the Parties shall have a meeting during which the Parties will agree, in writing, on the anticipated deployment schedule and plan for the Software with the Licensee’s system. At this meeting, the Parties will agree on the details of the instalment, deployment and setup of the Software with the Licensee’s system (“Setup”), and such details shall be set out in a Statement of Work which will be attached as Annex A to the Agreement (“SOW”) and will be considered part of the Agreement.

b.   Deployment. Licensee undertakes to provide Cellebrite and/or any third party acting on its behalf, full access to its premises, at reasonable working hours, in order to perform and complete the Setup and its obligations under the SOW. Licensee shall provide Cellebrite with all information, documentation and materials requested by Cellebrite to commence the Setup. Cellebrite shall commence work on the on premise Setup only after it received all such information, documentation and materials. If Licensee does not provide the materials and documents required or requested by Cellebrite within a reasonable time Cellebrite will have the right to terminate this Agreement.

3.   Licensee Obligations

a.   The Software will be fully managed by the Licensee as part of Licensee’s systems. The Licensee will host the Software on its own servers, where applicable, and will be responsible for the ongoing management of the Software, for obtaining and maintaining any and all regulatory licenses and approvals which may be necessary for the Licensee’s use of the Software. The Licensee will bear all costs and expenses incurred in connection with its obligations under this Section 5. Without limiting the generality of the foregoing, the Licensee stipulates that it will be responsible for all of the following:

1.   all necessary co-operation required in relation to the Setup and deployment of the Software;

2.   all necessary access required in order to make the Setup;

3.   all hosting, IT and bandwidth services concerning the Software, where applicable.

b.   The Licensee shall be responsible and liable for obtaining and maintaining any regulatory approval, license, permit, certifications or consent for operating the Software and performing all of its other obligations and activities under these GTC and the Agreement  as required by any regulator, as well as for compliance with any and all applicable legislation relating to the Licensee’s performance under these GTC and the Agreement, including applicable trading, data protection and criminal laws and other applicable laws to which Licensee, the Software and the Product are subject and procuring the infrastructure necessary to maintain connectivity with the applicable regulator. Cellebrite shall have the right to terminate this Agreement with immediate effect by written notice to the Licensee if Licensee’s fails to promptly obtain or maintain any such Licensee regulatory licenses or comply with applicable law.

c.   Licensee shall carry out all other Licensee responsibilities set out in the Agreement, the SOW, these GTC or in any other document in a timely and efficient manner. In the event of any delays in the Licensee's provision of such assistance as agreed by the Parties, Cellebrite may adjust any timetable or deployment date as reasonably necessary.