IMPORTANT - READ CAREFULLY

ASSENT TO TERMS

Computer programs and services (including, without limitation, any files, images, photographs, animations, video, audio, music, and text incorporated into the software or service) are protected by U.S. and international copyright laws, patent laws, and other intellectual property laws and treaties. Unauthorized use, duplication, publication and distribution of all or any portion of these computer programs or services are expressly prohibited and will be prosecuted to the maximum extent provided by law. YOUR RIGHTS IN AND TO THE PRODUCT OR SERVICE TO WHICH THESE TERMS ARE ASSOCIATED ARE LIMITED TO THE LICENSE, USE, OR ACCESS RIGHTS GRANTED UNDER THE AGREEMENT EXECUTED BY YOU IN HARDCOPY FORM, OR IF NONE, BY ACCEPTANCE OF THE TERMS BELOW. If applicable and needed, please contact your vendor for an additional copy of the terms applicable to the Product or Service executed by you. All other rights, title and interest are expressly restricted and retained by Verint Systems Inc., its affiliates and subsidiaries (“Verint”) and its licensors.

YOU ARE CONCLUDING A LEGAL BINDING AGREEMENT. BY OPENING, ACCESSING OR USING THE PACKAGE, MEDIA, SOFTWARE, PORTALS OR SERVICES, OR BY CLICKING “INSTALL” OR “ACCEPT” OR “I ACCEPT” OR “OK” OR “SUBMIT” OR “DOWNLOAD” OR “SAVE” OR “LOGIN” (OR OTHER EQUIVALENTS), YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU HEREBY AGREE TO BE BOUND BY ALL OF ITS PROVISIONS. BY OPENING, ACCESSING OR USING THE PACKAGE, MEDIA, SOFTWARE OR SERVICES, OR BY CLICKING “INSTALL” OR “ACCEPT” OR “I ACCEPT” OR “OK” OR “SUBMIT” OR “DOWNLOAD” OR “LOGIN” (OR OTHER EQUIVALENTS), YOU ALSO CONSENT TO USE OF ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR ASSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN THE EVENT YOU HAVE NOT HAD AN OPPORTUNITY TO REVIEW THE TERMS OF THIS AGREEMENT PRIOR TO DELIVERY, USE, OR ACCESS THE PRODUCT OR SERVICE, YOU MAY BE ENTITLED TO A FULL REFUND OF THE FEES, IF ANY, THAT YOU MAY HAVE PAID FOR THE PRODUCT OR SERVICE FROM THE PARTY TO WHICH YOU PAID THOSE FEES; PROVIDED THAT (I) YOU RETURN OR DESTROY ALL COPIES OF THE PRODUCT, DISABLE OR CLOSE YOUR ACCOUNT AND CEASE ACCESS TO THE PRODUCT OR SERVICE, AND NOTIFY VERINT OR ITS PARTNER OR RESELLER OF SUCH DESTRUCTION, CESSATION, AND REQUEST ACCOUNT CLOSURE, IF NECESSARY, (II) YOU MAKE SUCH REFUND REQUEST BEFORE YOUR FIRST USE OR ACCESS OF THE PRODUCT OR SERVICE, OR IMMEDIATELY AFTER YOUR FIRST ACCESS TO THE PRODUCT OR SERVICE, AND (III) VERINT OR ITS PARTNER OR RESELLER RECEIVES SUCH REQUEST NO LATER THAN THIRTY (30) DAYS FOLLOWING DELIVERY OF THE PRODUCT TO YOU OR ACTIVATION OF SERVICE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, ALL REFERENCES TO "YOU" OR "YOUR" IN THIS AGREEMENT SHALL MEAN COLLECTIVELY THE ORGANIZATION AND THE END USER OF THE PRODUCT AND/OR SERVICE.

STRUCTURE OF THIS AGREEMENT

This Agreement is structured to cover multiple subject matters and Verint solutions (e.g., On-Premise Licenses, Mobile Device Licenses, SaaS Services, Portal Services), only one of which will apply to you under the terms of this Agreement. The specific terms and conditions applicable to you hereunder include: (i) the Assent to Terms section, (ii) the Subject Matter Terms and Conditions applicable to your purchase or access, (iii) the General Terms and Conditions, and (iii) the Definitions (as applicable). Any purchase or provision of a product or service from Verint concerning a different subject matter or solution, where the same or similar processes specified above is incorporated, creates a separate and distinct legally binding contract between you and Verint with respect to that subject matter or solution.

SUBJECT MATTER TERMS AND CONDITIONS

The following terms and conditions are applicable to the subject matter or solution specified therein, and are expressly subject to and conditioned upon your timely payment of all Fees related thereto and acceptance of and continuous compliance with the applicable terms and conditions of this Agreement.

1. ON-PREMISE LICENSES: The terms and conditions applicable to On-Premise Licenses are applicable to you where On-Premise Software is provided to you by Verint via download, attachment or delivery on physical media, for installation within your computing environment. In such event, the following terms and conditions apply to you:

If you have procured an On-Premise Software license from Verint, you are granted a non-exclusive, revocable, non-transferable, non-assignable, perpetual (subject to the termination rights herein) license to use the Software pursuant to the terms of this Agreement and to the extent as described in any Order documents related to this Agreement. You may only use the Software in object code form solely for internal, in-house use and solely for the Software’s intended purpose. You may not access or use the Software or its Documentation if you are or you engaged in a business directly competing with Verint, except with Verint’s prior written consent. Upon either Verint or its partner or reseller accepting an order from you, you are entitled to install and use the Software to the extent and in the manner specified on such Order. You may not make any copies of the Software or its contents or Documentation other than additional reasonable and limited copies solely for back-up or archival purposes.

2. MOBILE DEVICE LICENSES: The terms and conditions applicable to Mobile Device Licenses are applicable to you when you download or use an App provided, directly or indirectly, from Verint. In such event, the following terms and conditions apply to you:

If you download or use an App, you are granted a non-exclusive, revocable, non-transferrable, nontransferable, non-assignable limited right to install and use the App on a Mobile Device, and to access and use the functionality on such Mobile Device strictly in accordance with the terms of this Agreement and solely for the Software’s intended purpose. If the App connects to or communicates with another Verint product or service, then the license granted hereunder to use the App is contingent upon your purchase of connectivity licenses from Verint for the right to connect the App to the Verint product and/or service, and then that App license is only valid for so long as you continue to have a valid license or right to the other Verint product or service. The license grant in and to the App shall thereinafter immediately terminate, and all use of that App by you must immediately cease.

You shall not: (i) install, use or permit the App to exist on more than one Mobile Device at a time or on any other mobile device or computer, other than by means of your separate downloads of the App, each of which is subject to a separate license (this restriction however does not limit your right to reinstall the App on the specific Mobile Device for which it was downloaded).

Verint has no obligation to maintain or support any App. Verint may, without further notice to you, discontinue the availability of the App, and may periodically access your Mobile Device remotely to update, modify, add to or upgrade the App. Such updates, modifications, additions or upgrades may cause data loss or other issues. You are solely responsible for regularly backing your data to prevent this from occurring. You acknowledge and understand that certain services or aspects of the App require and utilize phone service, data access or text messaging capability. Carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.

3. SAAS SERVICES: The terms and conditions applicable to SaaS Services are applicable to you when you order from Verint a subscription for access to an online service (including, without limitation, access to and use of online applications hosted by Verint or its partner). In such event, the following terms and conditions apply to you:

During the Access Term, and solely for your internal business use, you are granted a non-exclusive, non-transferable, non-assignable, personal right to use the SaaS Services specified solely for the Services’ intended purpose in an Order through internet access, up to the extent of the SaaS Use Rights specified in that Order. With respect to the Documentation applicable to the SaaS Services, you may make a reasonable number of copies of the Documentation solely as needed for your internal business purposes.

You acknowledge and agree that the use rights provided hereunder do not grant any rights not explicitly expressed. You acknowledge and agree that no rights or any other interests are provided to you with respect to: (i) rights in or to the Hosted Environment or SaaS Services beyond those rights specified in Orders, (ii) rights to provide access or use of the Hosted Environment and SaaS Services to any other party, including, without limitation, any uses in the nature of a service bureau or application services provider, (iii) rights to obtain possession of a copy of any component of the Hosted Environment or any software used to provide or perform the SaaS Services, or (iv) representations, warranties or other third party beneficiary rights from any Verint third party vendor.

An Access Term shall commence upon the effective date of the applicable Order, upon account creation, or upon access to the SaaS Services, and shall continue for the term specified in the Order or other selectable term, as applicable (each an Access Term). Each Access Term upon expiration shall automatically renew at Verint’s then current rates, unless either party provides the other with no less than sixty (60) days prior written notice of its intent to not renew.

Verint acknowledges it receives no ownership or, except to the extent specified herein, other rights in any Customer Data, and all rights, title and interest in such Customer Data remain with you. Verint shall not, and shall not permit its third party vendor(s) to disclose Customer Data to any third party, or make any use of the Customer Data, unless authorized by you or Verint is required to do so by law or court order. You hereby permit Verint to have access to your Customer Data solely to the extent Verint requires such access to such data to provide the SaaS Services. You are solely responsible for obtaining all rights necessary to use the Customer Data, and for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. You agree that you are solely responsible for any Customer Data and other information you provide while using the SaaS Services, including, without limitation, the accuracy, completeness, legality and integrity of the Customer Data. By providing any Customer Data or other information, you agree that you will not, and represents and warrants that such information does not (i) violate any intellectual property rights, publicity rights, confidentiality or trade secret rights, or any other legal or equitable rights; (ii) violate any law, rule, order, judgment or regulation to which you or the Customer Data may be subject; and (iii) violate in any way your obligations in this Agreement. You acknowledge and agree that Verint is not responsible or liable for any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information, or content, or information or content that infringes or may infringe any law, copyright, patent, moral right, trade secret, confidential information, trademark right or any other right of a third party. Verint may remove any violating content posted on the SaaS Services or transmitted through the SaaS Services, without notice to you.

4. PORTAL SERVICES: The terms and conditions applicable to Portal Services are applicable to you when you access any Portal Services provided by Verint to you. In such event, the following terms and conditions apply to you:

If you are accessing Portal Services, you are granted a nonexclusive, revocable, nontransferable, non-assignable right to access partner and reseller information, Support Services information, and/or training courses and materials, and use that Content solely for your internal business use and solely for the Services’ intended purpose. If you are accessing a Portal Service:

1. For partners and resellers, you represent and warrant that you and your company are a party to a valid and active partner or reseller agreement with Verint, and you acknowledge and agree to cease and desist all access to the Portal Services and delete or destroy all Content obtained from the Portal Services upon termination of that agreement.

2. For Support Services, you represent and warrant that you and your company is a party to a valid and active support agreement with Verint, and you acknowledge and agree to cease and desist all access to the Portal Services upon termination of that Support Services.

3. For training courses and training materials, you represent and warrant that you and your company have paid for or otherwise ordered the rights to receive such training courses and materials. You acknowledge and agree that access to that training course and materials are personal to you, and except to the extent expressly granted by Verint, not available for access or use by any other person, including other Personnel applicable to your company.

GENERAL TERMS AND CONDITIONS

5. BACKGROUND. ANY PRODUCT PROVIDED HEREUNDER IS LICENSED TO YOU FOR USE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND ARE NOT A SALE OF THAT PRODUCT. YOU CANNOT RESELL ANY PRODUCT OR ANY SERVICES, OR OTHERWISE TRANSFER OWNERSHIP IN ANY RIGHTS PROVIDED TO YOU HEREUNDER TO ANY OTHER PARTY. YOU AGREE THAT YOUR PURCHASE OF LICENSES OR SERVICES HEREUNDER ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY VERINT REGARDING FUTURE FUNCTIONALITY OR FEATURES. Except as specified in Section 15 below, your rights hereunder do not entitle you to receive any Updates, although Verint may provide Updates from time to time. You agree that any Updates provided hereunder are subject to the terms hereof, do not in any way expand the scope of your license, use or access rights from Verint, and are for all purposes, an inseparable part of the applicable Product and/or Service.

6 Customer Responsibilities.

6.1 Passwords. All login information, access codes and passwords are personal to the individual to which it is issued, created for, or created by (collectively “Login Credential”). You and your Personnel are responsible for maintaining the confidentiality and security of all Login Credentials issued or created, and ensuring that each Login Credential is only used by the individual authorized. You agree that any actions taken (or deemed taken) using your Login Credential will be attributed to and will be binding and enforceable against you and that you are wholly responsible for any losses arising from misuse of your login information, access code and password. To the extent Verint assigned you with administrative rights to create Login Credential for your Personnel, you shall be responsible for issuing such Login Credentials.

6.2 Use of Products and Services. You shall be solely responsible for the actions of your Personnel while using the Products and Services, and the contents of its transmissions (including, without limitation, Customer Data), and any resulting charges. You agree: (i) to abide by all local, state, national, and international laws and regulations applicable to your use of the Product and Service, including without limitation all laws and administrative regulations (including, but not limited to, all U.S. and applicable foreign) relating to the control of exports of commodities and technical and/or personal data; (ii) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Product or Service or another's computer; (iii) not to use the Product or Service for illegal purposes; (iv) not to interfere or disrupt networks connected to the Product or Service; (v) not to post, promote or transmit through the Product or Service any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature; (vi) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (vii) not to interfere with another customer's use and enjoyment of the Product or Service or another entity's use and enjoyment of similar services; (viii) not to engage in contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email through or in any way using the Product or Service; and (ix) to comply with all regulations, policies and procedures of networks connected to the Product or Service. Prior to the installation of any Product, or connectivity to any Service, you shall ensure that a suitable Customer Environment is established for use and operation of the Product or Service. You acknowledge that Verint is not responsible for obtaining, licensing or selling any hardware, peripherals or third-party software needed to prepare or maintain the Customer Environment.

6.3 Security. You shall take reasonable steps to maintain the security of communications between you and the Product or Service, including, but not limited to, taking reasonable steps: to maintain physical security of equipment and facilities, to exercise appropriate oversight and supervision of your personnel, to evaluate your security safeguards periodically, to install and maintain appropriate firewalls and other technical measures where appropriate, and to guard against the intentional or unintentional corruption or loss of data in your control. You shall promptly report to Verint any material system, equipment, or software malfunction, error, breakage or breach that involves the security of data that you detect or that you believe is imminent or is likely to have occurred.

7. OWNERSHIP. Products and Services provided hereunder are not in the public domain. Verint, its affiliates and/or its licensors are the owners of all intellectual property rights in the Products and Services, including, without limitation, patent, trademark, copyright, and trade secret rights, and the techniques and ideas embodied and expressed therein, including the structure, sequence, and organization (collectively, the “Program Concepts”), and any derivatives therefrom. You acknowledge that, except for the limited license granted hereunder, you have no rights in or to the Programs, Services or Program Concepts, or any derivatives therefrom. Verint’s name, Verint’s logo, and the product names associated with any Product or Service are trademarks of Verint or third parties, and no right or license is granted to use them.

8. THIRD PARTY TECHNOLOGY. Any third party technology provided by Verint as a part of a Product or Service hereunder is licensed to you only for use with that Product or Service under the terms of the third party license agreement specified in the Documentation, the Product or the Service, or as provided online at http://verint.com/thirdpartylicense. You may not take any action that would separate the third party technology from the Product or Service. Unless otherwise permitted under the terms of the third party license agreement, you agree to only use the third party technology in conjunction with the Product or Service.

9. SUGGESTIONS AND FEEDBACK. Verint shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any Product and/or Services any suggestions, enhancement requests, ideas, recommendations or other feedback provided by you, including your users or employees, relating to the features, functions, and operation of any Product or Service.

10. CONSENT TO USE OF DATA. You agree that Verint may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that may be gathered periodically to facilitate the provision of Product or Service updates, support and other services to you. Further, Verint, or a third party vendor on Verint’s behalf, may collect information, including location data, from your device to help Verint measure use and effectiveness of the Verint Products and Services. For example, Verint may measure the stability of the Product or Service, your interaction with the Product or Service, and activity within the Product or Service in order to enhance the user experience based on data obtained. Verint may share technical data and related information with selected third parties that support the Verint Products and Services.

11. PROPRIETARY RIGHTS AND INFORMATION. You acknowledge and agree that any Product and Service and other information related thereto or disclosed or delivered to you in relation to this Agreement ("Verint’s Information") represent Verint’s and its licensors’ confidential and proprietary information. You agree to keep Verint’s Information confidential by exercising the necessary care required to prevent its disclosure. Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer Verint’s Information to any third party or use Verint’s Information for any purpose whatsoever other than as expressly authorized by this Agreement. Your obligations with respect to Verint's Information deemed "trade secret" (including, without limitation, all information concerning the use and operation of the Product, Service and the Program Concepts) under applicable law shall remain in effect for as long as Verint’s Information remains a trade secret. Your obligations with respect to Verint's Information that is not deemed to be a trade secret shall remain in effect for a period of five (5) years following your receipt of Verint's Information. Your obligations set forth under this Section shall survive termination of this Agreement.

12. ORDERS, FEES AND PAYMENTS.

12.1 Fees and Expenses.

12.1.1 Online Orders. For all online Orders and any renewals thereof, you agree to pay all Fees in advance, and then otherwise as performed and/or incurred if not known in advance, either by credit or debit card acceptable to Verint, or by electronic funds transfer. By submitting such payment information to Verint, you agree that Verint has the right to obtain payment from such accounts, and that Verint has the right to submit such payment information to Verint’s third party payment processing provider.

12.1.2 Other Orders. Where you have submitted to Verint a credit application, and Verint has agreed to invoice you for amounts due, Verint shall invoice you one hundred percent of the Fees applicable to your Order submitted to and accepted by Verint upon receipt of your Order. All Orders are subject to Verint’s acceptance. Verint shall invoice you for all other fees, assessments and expenses provided for under this Agreement as performed and/or incurred. You shall pay all Fees and other amounts due to Verint hereunder within thirty (30) days after the date of Verint’s invoice and without deductions.

12.2 Delivery; Late Payment; Non-Payment; Collections. Where delivery is required by Verint, all delivery is made ExWorks (Incoterms 2010). Time is of the essence in all payment terms. Any amounts not paid to Verint when due shall bear interest at the rate of eighteen percent (18%) per annum, or the maximum legal rate if less, commencing with the payment due date. You shall reimburse Verint for all costs of collection, including reasonable attorneys' fees. Verint shall have no obligation to deliver any Product or Service, and shall otherwise have the right to withhold performance under this Agreement, if you are in arrears on any payments rightfully due to Verint or are otherwise in breach of this Agreement. This Section is without prejudice to any other rights and remedies available to Verint under this Agreement or at law.

12.3 Taxes, Assessments and Other Charges. All amounts due to Verint hereunder are net amounts, exclusive of, and you are responsible for paying, all duties, sales, use or value added taxes, customs duties, GST, tariffs, or other similar taxes, assessments, or excises, however designated or levied, (except for taxes on Verint’s net income), whether payable directly by or indirectly through Verint in compliance with applicable law, and no reduction, deduction or off-set may be made by you for any reason whatsoever. You are also responsible for all shipping and handling charges for each shipment hereunder.

13. PROHIBITIONS. In addition to all other conditions and exclusions of access and use, except to the extent the following rights cannot be restricted by law, you may not and shall not:

1. license, sublicense, reproduce, distribute, market, sell, resell, transfer, assign or otherwise commercially exploit or make available to any third party any Product or Service in any way;

2. decompile, disassemble, reverse engineer, attempt to derive the source code of, or decrypt any Product or Service;

3. create derivative works based on any portion of a Product or Service, including making any modification, adaptation, improvement, enhancement, translation of any portion of a Product or Service;

4. obtain possession of any source code or other technical material relating to a Product or Service;

5. create Internet “links” to a Product or Service (unless such links are created by the Product or Service as part of the feature or functions of the Product or Service) or “frame” or “mirror” any Product on any other server or wireless or Internet-based device;

6. use the Product in a production environment for the operation of a service bureau or otherwise directly or indirectly commercially exploit the Product;

7. rent, lease or lend the Product or Service;

8. remove, alter, or obscure any copyright notice(s) or proprietary legend(s) contained on the media or included in the Product or Service;

9. build a competitive product or service, or build a product or service using similar ideas, features, functions or graphics of the Product or Service, or copy any ideas, features, functions or graphics of the Product or Service;

10. provide any third party access in any way to the Product or Service; and/or

11. use the Product or Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Agreement.

14. PROFESSIONAL SERVICES. You may request Professional Services from Verint or its partner or reseller by submitting an Order for such Services. Any Professional Services provided hereunder are subject to (i) your performance of any obligations herein, and (ii) the terms of a mutually agreeable implementation plan. You must provide all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Verint to perform its duties in a timely manner. All Professional Services provided on a time and material basis are charged per person, calculated in 8 hour minimum increments, and subject to additional fees and rates for time in excess of 8 hours per day or incurred on any weekend or holiday recognized by Verint. Professional Services purchased on a fixed fee basis shall expire 6 months from invoice date, and shall thereinafter be forfeited by you. Professional Services shall be scheduled as mutually agreed to by the parties; provided, all scheduling is dependent upon the allocation and availability of Verint resources. For Professional Services cancelled by you where Verint cannot reschedule resources to a comparable assignment during the scheduled period, Verint may charge a cancellation fee equal to 25% of the fee that would have been imposed for such Professional Services, plus all expenses Verint cannot reasonably recover.

15. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERINT DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO ANY PRODUCT OR SERVICE (OR ANY COPIES OF THE SAME) PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE. VERINT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY PRODUCT OR SERVICE. VERINT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF A PRODUCT OR SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE PRODUCT OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCT OR SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT OR SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS OR SERVICES OR THE SERVER(S) THAT MAKE THE PRODUCTS OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.

16. SUPPORT. Subject to payment to Verint of all Support Service Fees or SaaS Service Fees (each as applicable to this Agreement) applicable to your specific support level, Verint shall use commercially reasonable efforts to provide you: (i) direct access via telephone to Verint's Customer Interaction Center during support level hours, (ii) error corrections for the Software or correct the SaaS Service to allow operation substantially in accordance with the Documentation, and (iii) Updates that Verint, in its sole discretion, generally offers to its customers at your support level. Verint reserves the right to charge you for new functionality that may be offered by Verint from time to time. Support shall be provided by Verint only for the then-current version release, and for the immediately preceding minor release for a period of 6 months after the then-current version is made generally available. Notwithstanding Verint's obligations hereunder, Verint shall have no responsibility or liability of any kind arising or resulting from: (a) your failure to (1) for Software or App, correctly install any error corrections, updates, or upgrades (2) prepare and maintain the Customer Environment, (3) grant Verint access and security authorization and provide necessary communications mechanisms for remote access; (b) errors resulting from misuse, abuse, negligence, or improper use of all or any part of the Software or SaaS Service, or problems to or caused by products or services not provided by Verint; (c) Software or App modification, amendment, revision, or change by any party other than Verint; or (d) Internet connection problems, or data or data input, output, integrity, storage, and back-up, which shall be deemed under your exclusive control, and your sole responsibility. If Verint provides Support Services as a result of any of the foregoing conditions, Verint may charge you for such services at Verint’ then current rate.

17. YOUR INDEMNITY. You indemnify Verint and hold Verint harmless for all damages, losses, expenses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission, use or storage of content that violates third party rights or applicable laws, (2) any content you submit to or store with the Product or Service, and (3) any activity in which you engage on or through the Product or Service.

18. LIMITATION AND CAP ON LIABILITY. NEITHER VERINT NOR ITS PARTNERS OR RESELLERS, AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, OR REPRESENTATIVES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF VERINT SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING, AND REGARDLESS WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. IN NO EVENT WILL THE TOTAL LIABILITY OF VERINT, ITS PARTNERS, RESELLER, OR ITS AFFILIATES OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, OR REPRESENTATIVES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE EVER EXCEED THE FEES RECEIVED BY VERINT FOR YOUR APPLICABLE ORDER. ALL FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING IN THIS SECTION, AND IN SECTIONS 8 AND 14), SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

19. EXPORT CONTROL. The Products and Services and all related technical information may be or are subject to the United States Export Control Laws and may be or are subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import the Products and/or Services and all related technical information as may be required.

20. VERIFICATION. At the request of Verint, you shall furnish Verint with a signed statement that the Products and/or Services and the Program Concepts are being used pursuant to the terms and conditions of this Agreement. If Verint has reason to believe that any of the foregoing is not being used in accordance with the terms and conditions of this Agreement, you shall permit Verint to review your relevant records and inspect your facilities to verify compliance with this Agreement. Verint will give you at least three (3) business days advanced notice of any such inspection and will conduct such inspection during normal business hours in a manner that does not unreasonably interfere with your business operations. In the event such inspection results in fees due to Verint, you shall immediately pay those fees to Verint, and any reasonable inspection costs.

21. TERMINATION FOR CAUSE. Any breach of payment obligations or unauthorized use of the Products or Services will be deemed a material breach of this Agreement. Verint, in its sole discretion, may terminate your password, account or use of the Product or Service if you breach or otherwise fail to comply with this Agreement. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Verint shall have no obligation to maintain or forward any Customer Data. In addition, Verint may terminate a free account or free application at any time in its sole discretion. You acknowledge and agree that Verint has no obligation to retain your or your company’s data or Customer Data. Verint reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment of all applicable fees. In the event this Agreement is terminated (other than by reason of your breach), Verint will make available to you a file of the Customer Data within 60 days of termination if you so requests at the time of termination.

22. TERM AND TERMINATION. This Agreement shall be effective when accepted by you as provided above and shall continue so long as you continue to abide by the terms and conditions in this Agreement. Any rights you may have shall continue for the period applicable to that Product or Service. Verint hereby reserves the right to terminate this Agreement, and all rights granted hereunder upon ten (10) day notice and failure to cure your breach of any of the terms contained in this Agreement. Upon termination or expiration of this Agreement for any reason, you shall immediately discontinue use of the Product and/or Service, return to Verint or destroy the Product and any copies thereof, and any related materials in your possession or control.

23. INJUNCTIVE RELIEF. You acknowledge that remedies at law may be inadequate to provide Verint with full compensation in the event of your material breach of any: (i) license grant or access right hereunder, (ii) confidentiality and nondisclosure obligations herein, or (iii) intellectual property rights of Verint, and that you agree not to oppose any request by Verint for equitable relief such as a Temporary Restraining Order, or a Preliminary or Final Injunction, on the grounds that Verint has an adequate remedy at law. These specific remedies are in addition to any other remedies which Verint may be entitled to at law or in equity.

24. GOVERNING LAW; FORUM. IN ORDER TO ASSURE CONSISTENCY IN THE INTERPRETATION OF THIS AGREEMENT, THIS AGREEMENT IS GOVERNED EXCLUSIVELY BY THE LAWS OF THE U.S. AND THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW RULES. THIS AGREEMENT IS NOT GOVERNED BY THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, THE APPLICATION OF WHICH ARE EXPRESSLY EXCLUDED. THE PARTIES FURTHER AGREE THAT THE PLACE OF CONTRACT AND PERFORMANCE OF THIS AGREEMENT IS NEW YORK CITY, NEW YORK, U.S.

25. WAIVER / SEVERABILITY. The failure of Verint to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained in this Agreement.

26. ASSIGNMENT. Except to the extent such rights cannot be restricted by applicable law, you cannot assign, sublicense, or transfer this Agreement without the prior written consent of Verint, and any such attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void, and subject to Verint’ right to immediately terminate this Agreement. Verint has the right to assign this Agreement, or any Order hereunder to any Verint affiliate.

27. ENTIRE AGREEMENT / MODIFICATIONS. Except as otherwise specified in this Section, this Agreement, plus the terms on any Order signed in hardcopy form by both you and Verint, comprises the entire agreement between you and Verint, and supersedes any other agreement or discussion, oral or written, with respect to the subject matter of this Agreement, and may not be changed except by a written agreement signed in hardcopy form between the parties. Preprinted, additional or conflicting provisions on your purchase order or on either party’s acknowledgement forms, whether presented before or after the terms of this Agreement, and including any purchase order terms and conditions and integration clauses contained therein, shall not apply unless agreed to by both parties in writing and signed in hardcopy form. You agree that your use of a Product or Service signifies your agreement to all terms and conditions of this Agreement. Notwithstanding any of the foregoing, in the event the parties to this Agreement have executed, in hardcopy form, a separate agreement covering the subject matter herein, that separate agreement shall continue to govern and control the parties with regard thereto, and shall supersede in all respects the terms of this Agreement.

DEFINITIONS:

Access Rights. The type and quantity of SaaS access rights applicable to the SaaS Services, each as procured by you on an Order.

Access Term. The term for which Verint has contractually agreed to provide you with access to the SaaS Services in accordance with an Order or selectable through your purchases.

App. An application licensed for use on a mobile device or tablet operating system, where those applications are downloaded from a hosted site or a digital distribution platform (e.g., Apple iTunes or Google Play), and may require connectivity to a separately licensed or sold (as applicable) product or service to function.

Content. Any materials provided to you through the Product or Service, including the SaaS Service or Portal Service, including, without limitation, any Documentation, release notes, knowledgebase entries, documents, training and training materials, announcements, schedules, and other information and materials accessed and otherwise provided thereunder.

Confidential Information. Any non-public information, technical data, or know-how, including, without limitation, that which relates to: (i) research, product plans, products, pricing, services, customers, personnel, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary at the time of disclosure if provided in tangible form, or if provided in non-tangible form, shall be identified by the disclosing party at the time of disclosure as confidential or proprietary, (ii) with respect to Verint, information concerning the Products, Services, Program Concepts, and all other of Verint’s Information provided hereunder, and any derivatives thereto, (iii) with respect to you, any Customer Data, and (iv) the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that, without restriction on disclosure, is: (a) in the public domain or becomes available to the public and not as a result of the act or omission of the receiving party; (b) rightfully obtained by the receiving party from a third party; (c) is lawfully in the possession of the receiving party at the time of disclosure; or (d) is approved for release by written authorization of the disclosing party.

Customer Data. All data either provided by you or entered on your behalf through use of the SaaS Services or Portal Services, or generated by the SaaS Services or Portal Services on behalf of you.

Customer Environment. The computing environment, which meets Verint’s then-current minimum system requirements, separately procured, prepared and maintained by you for the installation (if applicable), access and use of a Product or Service.

Documentation. Verint’s documentation describing the specifications and use of a Product or Service.

Error. A failure of the Product or Service to substantially conform to the Documentation, that Verint can replicate or you can duplicate.

Error Correction. Revisions, modifications, alterations, and additions to the Product or Service to resolve Errors.

Fees. Each as applicable, the License Fees, Professional Service Fees, Support Service Fees, SaaS Service Fees and/or other fees as specified in this Agreement or in an Order.

Hosted Environment. Verint, partner, reseller or its third party’s technical environment required to operate and provide access to the relevant SaaS Services, as further provided in Section 3.

License Fee. In US Dollars, the fees identified at the time of and on each Order for licensing Product as specified on that Order.

Mobile Device. A mobile telephone, tablet device or other handheld device.

On-Premise Software. A software that is delivered, installed and operated from a customer’s in-house server or computing infrastructure and may be licensed based on the number of servers or users, as specified on an Order or if there are no Orders, the On-Premise Software is licensed to a single end-user.

Order. The details of an order by you provided by or through Verint (i) online, (ii) on an order form or schedule provided by Verint and signed by you, or (iii) on your purchase order provided to and accepted by Verint.

Personnel. Each of your employees or independent contractors (not a competitor of Verint) under obligations of confidentiality and nondisclosure which you authorize to use a Product or Service, as applicable to this Agreement.

Portal Services. Except with respect to SaaS Services, all online access to information, services, support, training, or other informational sites or portals provided by Verint.

Product. Any Software, App, Content or other products, and all related Documentation and other materials provided to you hereunder.

Professional Services. Installation, training, consulting and/or other services provided to you hereunder.

Professional Service Fee. In US Dollars, the fees identified at the time of and on each Order on a fixed fee or time and material basis for Professional Services to be performed.

SaaS Use Rights. To the extent specified on an Order, and subject to the payment of all SaaS Service Fees, the quantity of specific Access Rights(s) granted to you for use during the applicable Access Term.

SaaS Services. The online services offered by Verint and specified on an Order, as more fully described in the Documentation.

SaaS Service Fees. In US dollars, the fees due to Verint, as further specified in the Order, for use of the SaaS Services to the extent of the SaaS Use Rights.

Software. Computer application programs (including, if applicable, any Updates and other developments provided to you hereunder) in object code form developed and owned by Verint or its licensor(s) and licensed hereunder.

Service. Any SaaS Services, Portal Services, Portal services, Professional Services, Support Services or other services purchased or otherwise subscribed to hereunder.

Support Services. The maintenance and/or support provided for the Product(s) or SaaS Services at the support level specified on an Order, as further described in this Agreement, and in the support level plan information provided to you by Verint.

Support Service Fee. In US Dollars, the amount identified at the time of and on each Order for your right to receive Support Services for a Product identified in such Order during the initial Support Services subscription term, and at Verint’s then-current rate for any renewal Support Services subscription term. Unless otherwise specified on an Order, each Support Services subscription commences upon Verint’s receipt of the Order, and runs for twelve months thereafter.

Updates. Periodic improvements or additions to the Product or Service, including Error Corrections and other changes to the Product or Service, that may be provided hereunder, but excluding any new feature or substantial additional functionality available for the Product or Service, which, in Verint’s sole discretion, is subject to additional fees.

You or Your. Any user, including Product or Service users, organizations, customers, employers, employees, representatives, consultants, contractors, or agents who are authorized to use the Product or Service and have been provided access to the Product or Service or supplied with user identifications and passwords by any user (or by Verint at your request).