MASTER SUBSCRIPTION AGREEMENT

BY USING CONTROL'S FORCE SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CONTROL’S FORCE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST ABORT THE SUBSCRIPTION AND MAY NOT USE THE SERVICES.

1. General

Control’s Force provides subscription-based on-demand online services for detection of exceptional purchase transactions performed with QAD Enterprise Applications or other ERP system and caused to potential money leaks, as such services are more fully described at the Control’s Force official website (the "Services").  Registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the Control’s Force website incorporated by reference herein, including but not limited to the Control’s Force's privacy and security policy. For reference, a Definitions section is included at the end of this Agreement.

2. Grant of License; Restrictions

2.1. Control’s Force grants you a limited, non-exclusive, non-transferable license to use the Services, solely for your own internal business purposes, subject to the terms and condition of this Agreement. All rights not expressly granted herein are reserved by Control’s Force.

2.2. The license is sold per Enterprise where the use of the Services in respect to another Enterprise shall require the purchase of additional Services. You shall be identified by a unique username and access password provided by Control’s Force or, in the event that you have purchased the Services from an authorized Control’s Force representative, by the relevant Control’s Force representative.  Your license and the related username and access password may not be shared or transferred to any person or entity and allow only you the right to use the Services.

2.3. You shall not: (i) sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services or make it available to any third party in any way except that you may use (personally) the Services with respect to Enterprise which are not owned or licensed by you and which are not used internally in your organization (each, an "External System") provided that you separately purchase the Services for each such External System and that all terms and conditions herein (including all of your obligations and responsibilities) shall also apply to any External System; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; or (v) copy any ideas, features, functions or graphics of the Services or any Content.

2.4. With respect to the extraction software or any other software provided to you, from time to time, by Control’s Force or by the relevant Control’s Force representative (the "Transaction Watchdog"), you may not copy, modify, rent, sell, distribute, transfer or use the Transaction Watchdog except as provided in this Agreement and/or the Subscription Order and/or the license terms accompanying the Transaction Watchdog, and you agree to prevent unauthorized copying of the Transaction Watchdog. You may not reverse engineer, decompile, or disassemble the Transaction Watchdog.

3. Your Responsibilities

3.1. You are responsible for all activity occurring under your account, including the actions of all persons who were provided with a username and password by you or for you, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Control’s Force immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) not impersonate another Control’s Force user or provide false identity information to gain access to or use the Services; (iii) suspend all user accounts for individuals who are no longer authorized to access those accounts, and (iv) generally, comply with any instructions concerning access to and/or use of the Services that Control’s Force may give from time to time.

3.2. You will abide by all local and international laws and regulations applicable to the use of the Services and, among others, not upload or distribute in any way files that contain viruses, trojans, worms, or any other similar software or programs that may damage the operation of the Services, and you will not upload, post, promote or transmit any unlawful, harassing, libellous, abusive, harmful or otherwise objectionable material of any kind or nature.

3.3. You will indemnify Control’s Force and its officers, directors, agents, and employees, and hold them harmless against all damages and expenses (including reasonable attorney's fees) arising out of claims of third parties based on or related to your breach of any undertakings or representations herein or any of your actions or omissions with respect to the performance of this Agreement.

4. Customer Data

4.1 You acknowledge that in order to allow Control’s Force to provide the Services, you may be required to provide to Control’s Force with the Account Payable data located in your ERP systems and with respect to which you request the Services (the "AP Data"). Control’s Force does not own any data, information or material that you will submit to it in the course of using the Services, including without limitation, the data of Purchase Orders, Vouchers, Requisitions and Payments (collectively, "Customer Data".

4.2 Control’s Force will not share, publish, post, sell or otherwise transfer the Customer Data to any third party, and Control’s Force will not sell, rent or lease any personally identifiable information included therein to third parties, without receiving your prior explicit consent, except in any of the following instances:

1. To operate the Services, including storing and processing your information through third party hosting services;
2. If Control’s Force believes that you have breached this Master Subscription Agreement, or abused your rights to use the Services, or performed any act or omission that Control’s Force believes to be violating any applicable law, rules, or regulations. Control’s Force may share your information with law enforcement agencies and other competent authorities as well as with other third parties, as may be required;
3. If Control’s Force is required, or believes that it is required by law to do so;
4. If Control’s Force organizes the operation of the Services within a different framework, or through another legal structure or entity, or if Control’s Force is acquired by, or merged with another entity, provided however, that those entities agree to be bound by the provisions of this agreement, with respective changes taken into consideration;
5. Control’s Force may also share the Customer Data with companies or organizations affiliated with Control’s Force, such as subsidiaries, sister-companies and parent companies as required to provide the Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Control’s Force shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Control’s Force may, however, utilize Customer Data to anonymously aggregate, publish or otherwise make known performance benchmarks or other data metrics about the use of the Services.  You shall indemnify Control’s Force and hold it harmless against any claim alleging that use of the Customer Data infringes or misappropriates the rights of, or has caused harm to, any third party. You agree that Control’s Force has no obligation to retain any Customer Data provided to Control’s Force, except as necessary for the provision of the Services.

5. IP Ownership

Control’s Force alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights in and to the Services, the Content and the Control’s Force Technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. The Control’s Force name, Control’s Force logo, and the product names associated with the Services are trademarks of Control’s Force or third parties, and no right or license is granted to use them.

6. Privacy & Security

Control’s Force and third parties on its behalf implement information security systems and procedures to secure your Code, Configuration Changes and any personal information therein. These systems include comprehensive protection including technologies such as encryption for communication and user authentication to prevent unauthorized user access or other malicious activities. In addition, Control’s Force limits access to its databases, keeping a clear separation between the off-line servers where your Code and Configuration Changes are analyzed, and the on-line, on-demand servers where processed impact analysis results are stored. While such systems and procedures reduce the risk of security breaches, they do not provide absolute security, and Control’s Force cannot guarantee that the Services will be immune from any unlawful interceptions or unauthorized access. Control’s Force stores and processes your Code through a third party hosting service in the USA. If you are in the European Economic Area, or in any other jurisdiction that regulates the transfer of personal information outside that jurisdiction, then you hereby grant Control’s Force your explicit and unambiguous consent to transfer any personal information contained in your Code to the USA, for the purposes described in this policy. The use of any Services shall at all times by subject to Control’s Force's Privacy & Security policy which may be viewed at the Control’s Force official website and which Control’s Force reserves the right to modify in its discretion from time to time. Continued use of the Services after any such changes shall constitute your consent to such changes.

7. Charges and Payment of Fees

7.1. In the event that you have purchased the license to use the Services from an authorized Control’s Force representative, this Section 7 may not apply to you.

7.2. You shall pay any and all applicable fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments shall be made in accordance with the terms and conditions set forth by Control’s Force, the Subscription Order, or as otherwise mutually agreed upon. You are responsible for paying any then, generally applicable fees or charges during the applicable billing period.  Control’s Force reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you. All pricing terms are confidential, and you agree not to disclose them to any third party. All payment obligations are non-cancelable and all amounts paid are non-refundable. You are responsible for paying for all licenses ordered, whether or not such licenses are actively used.

7.3. You may add licenses by executing an additional written Subscription Orders and paying the additional license fees. Added licenses will be subject to the following: (i) added licenses will be coterminous with the then preexisting billing period with respect to then existing licenses; (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing period will be charged a pro rata fee for that billing period.

8. Billing and Renewal

8.1. In the event that you have purchased the license to use the Services from an authorized Control’s Force representative, this Section 8 may not apply to you.

8.2. Control’s Force may charge and collect for use of the Services in accordance with its then in effect billing practices and procedures. Control’s Force will automatically renew and bill your credit card or issue an invoice to you for any applicable billing period, or as otherwise mutually agreed upon. Control’s Force's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Control’s Force's net income.

8.3. You agree to provide Control’s Force with complete and accurate billing and contact information as shall be requested by Control’s Force. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Control’s Force reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact Control’s Force in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Term and Termination

This Agreement commences on the Effective Date and shall continue until terminated by either party by a written notice to the other Party, provided that, unless you have purchased the license to use the Services from an authorized Control’s Force representative, other than in case of a breach by you, Control’s Force's termination notice shall be effective only (i) as of the end of the then current billing period for which you have paid the license fees; or (ii) immediately, if Control’s Force provides you with a refund of a pro-rata amount of the license fees paid by you with respect to the then current billing period, as proportionate to the period remaining from the date of termination to the end of such billing period. Any breach of your payment obligations, unauthorized use of the Service or other failure by you to comply with the terms of this Agreement will be deemed a material breach of this Agreement and will entitle Control’s Force, without derogating from any other remedies available to it, to immediately suspend or terminate this Agreement with no liability or refund to you. Termination of this Agreement shall be without prejudice to the survival of provisions in this Agreement which by their nature survive termination.

10. Disclaimer of Warranties

THE SERVICES, THE TRANSACTION WATCHDOG AND THE CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN RELATION TO THE SERVICE, THE TRANSACTION WATCHDOG OR THE CONTENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONTROL’S FORCE (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNEES) AND ITS LICENSORS. WITHOUT DEROGATING FROM THE AFORESAID, Control’s Force AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, THE TRANSACTION WATCHDOG OR ANY CONTENT. CONTROL’S FORCE (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNEES) AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES OR THE TRANSACTION WATCHDOG WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES AND THE TRANSACTION WATCHDOG AND/OR THEIR QUALITY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY CONTENT WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICES, THE TRANSACTION WATCHDOG OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Internet Delays

CONTROL’S FORCE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTROL’S FORCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability

12.1. IN NO EVENT SHALL CONTROL’S FORCE AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE BILLING PERIOD DURING WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED. IN NO EVENT SHALL CONTROL’S FORCE BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF Control’s Force HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

13. Notice

Control’s Force may give you notice by means of a general notice on the Services, electronic mail to your e-mail address on record in Control’s Force's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Control’s Force's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Control’s Force (such notice shall be deemed given when received by Control’s Force) at any time via Control’s Force's contact details as appear at the Control’s Force official website, addressed to the attention of: Chief Financial Officer.

14. Modification to Terms

Control’s Force reserve the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Control’s Force website. Continued use of the Services after any such changes shall constitute your consent to such changes. The date at the bottom of this agreement indicates the last date that the agreement was updated.

15. Miscellaneous

This Agreement shall be exclusively governed by the laws of the State of Delaware, USA, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Delaware, USA. No text or information set forth on any other purchase order, preprinted form or document (other than an Subscription Order, if applicable) shall add to or vary the terms and conditions of this Agreement. This Agreement, together with any applicable Subscription Order, comprises the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Service. The failure of Control’s Force to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Control’s Force in writing. This Agreement may not be assigned by you without the prior written approval of Control’s Force and any assignment without such prior written consent shall be void. Control’s Force may freely assign this Agreement without your consent.

16. Definitions

Definitions as used in this Agreement and in any Subscription Orders now or hereafter associated herewith:

"Agreement" means these online terms of use, any Subscription Order, whether written or submitted online, and any materials available on the Control’s Force website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Control’s Force from time to time in its sole discretion;

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Services or as otherwise mutually agreed on by Control’s Force and yourself;

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"Subscription Order(s)" means the form evidencing the initial subscription for the Services and any subsequent Subscription Order submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Subscription Order to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Subscription Order, the terms of this Agreement shall prevail);

"System" a corporate or its legal entity for which Services are subscribed for;

"Control’s Force" means Control’s Force Ltd. or Control’s Force Inc.;

"Control’s Force Technology" means all of Control’s Force proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Control’s ForceControl’s ForceControl’s Force in providing the Service;

Last Updated: 5 May, 2011