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LICENSE AGREEMENT  
IMPORTANT - PLEASE   READ   CAREFULLY   THE   TERMS   OF   THIS   LICENSE   AGREEMENT 
(“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, 
ACCESSING   AND/OR   USING   THE   SOFTWARE   (AS   DEFINED   BELOW),   YOU   EXPRESSLY 
ACKNOWLEDGE  AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR 
“LICENSEE”)  ARE  ENTERING  INTO  A  LEGAL  AGREEMENT  WITH  VAYYAR  IMAGING  LTD.  
(“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY 
BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” 
OR  INSTALL  OR  USE  THE  SOFTWARE  UNTIL  YOU  HAVE  CAREFULLY  READ,  UNDERSTOOD 
AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR 
REQUIREMENTS   UNDER   ANY   LAWS   OR   REGULATIONS   IN   ANY   JURISDICTION   WHICH 
REQUIRE  AN  ORIGINAL  (NON-ELECTRONIC)  SIGNATURE  OR  DELIVERY  OR  RETENTION  OF 
NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.   
IF  YOU  HAVE  PURCHASED  WALABOT  FROM  A  PARTNER,  RESELLER  OR  DISTRIBUTOR 
AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN 
THIS  AGREEMENT  AND  THE  AGREEMENT  ENTERED  BETWEEN  YOU  AND  THE  RESPECTIVE 
PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER  ORDER”), THEN, AS BETWEEN 
YOU  AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY  RIGHTS GRANTED TO YOU IN 
SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN 
CONNECTION   WITH   THE   PARTNER.   IN   THAT   CASE,   YOU   MUST   SEEK   REDRESS   OR 
REALIZATION  OR  ENFORCEMENT  OF  SUCH  RIGHTS  SOLELY  WITH THE PARTNER  AND  NOT 
VAYYAR.   
THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES.  
FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE 
AT WWW.VAYYAR.COM (THE “WEBSITE”).  
1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following 
meaning:  
1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to 
Licensee.  
1.2 “End  User  Order” means any written or electronic order form issued by Vayyar and agreed to by 
Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted 
under this Agreement.   
1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the 
Software.  
1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or 
embodied  in  all:  (i)  inventions  (regardless  of  patentability  and  whether  or  not  reduced  to  practice), 
improvements  thereto,  patents,  patent  applications,  patent  disclosures,  together  with  all  reissuances, 
continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, 
derivations  and combinations  thereof,  including  goodwill  associated  therewith,  and  applications, 
registrations,  and  renewals  in  connection  therewith;  (iii)  any  work  of  authorship,  regardless  of 
copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations 
and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in 
connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights 
and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments 
thereof, in whatever form or medium.  
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1.5 “Order” means either Partner Order or End User Order, as the case may be.  
1.6 “Software” means the Walabot software  development  kit in  object  or  source  code  version  including 
sample code, Documentation and any updates and upgrade thereto (to the extent delivered).  
2. License  
2.1 Grant  of  License.    Subject  to  the  terms  and  conditions  of  this  Agreement  and  the  applicable  Order, 
Vayyar grants You, during the  term of this  Agreement,  a  personal, non-exclusive, non-sublicensable, 
non-transferable,   revocable   license   to   use   the   Software   solely   for   Your   own   personal   (and 
noncommercial) use (“License”).   
2.2 Documentation.  Vayyar may make available Documentation to Licensee for Licensee to use solely in 
connection with Licensee’s use of the Software during the term of this Agreement.  Licensee may print 
or  copy  the  Documentation  as  needed  for  its  own  purposes  provided  that  all  copyright  notices  are 
included therein.  The Documentation shall be considered the Confidential Information of Vayyar.      
2.3 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, 
Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality 
of  the  foregoing,  Licensee  agrees  and  undertakes  not  to:  (i)  sell,  lease,  sublicense  or  distribute  the 
Software,  or  any  part  thereof,  or  otherwise  transfer  the  Software  or  allow  any  third  party  to  use  the 
Software  in any  manner; (ii)  reverse  engineer, decompile,  disassemble or otherwise  reduce to human 
perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software;  (iv) 
copy or allow copies of the Software to be made; (v) make the Software accessible to other users or the 
public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or 
features that prevent or restrict use or copying of any content or that enforce limitations on use of the 
Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) 
remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent 
or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any 
applicable  laws,  rules  or  regulations,  or  for  any  unlawful,  harmful,  irresponsible,  or  inappropriate 
purpose,  or  in  any  manner  that  breaches  this  Agreement,  and/or  (x)  represent  that  it  possesses  any 
proprietary interest in the Software.  
The  License  may  be  further  subject  to  Licensee's  compliance  with  additional  use  restrictions  and/or 
limitations specified in the applicable Order, which, for the avoidance of doubt, are in addition to, and 
without derogating from, any other use restrictions set forth herein.  
2.4 Third Party Software. Licensee acknowledges and agrees that any third party software (“Third Party 
Software”) that provided with the Software is provided under the terms of the license attached/linked 
thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” 
basis. Vayyar is  not liable for any losses or damages  which  may occur resulting from  the  use  of any 
Third Party Software. Vayyar does not possess any proprietary interest in such Third Party Software.   
2.5 Open Source Licenses. The Software includes certain open source code software and materials (as shall 
be listed in the documentation of the Software) (“Open  Source  Software”) that are subject to their 
respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list 
of  conditions  with  respect  to  warranty,  copyright  policy  and  other  provisions.  By  executing  this 
Agreement,  Licensee  undertakes  to  strictly  comply  with the  terms  and  condition  of  the  Open  Source 
Licenses, as may be  amended from time  to time. In order to comply  with the  Open Source Licenses, 
Licensee shall read the respective licenses or notices which are available within the Software's notice 
file,  as  may be  amended  from  time  to  time  by  Vayyar,  at  its  sole  discretion.    In  the  event  of  any 
inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the 
provisions  of  this  Agreement,  the  provisions  of  the  Open  Source  Licenses  shall  prevail.  Without 
derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided 
on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, 
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- 3 -  
the representations and warranties set forth in Section 5 hereunder shall not apply to any Open Source 
Software.  
3. Data  Collection.  Vayyar  does  not  collect  or  receive  any  data  in  connection  with  your  use  of  the 
Software, however, Vayyar does collect certain information about you when you download the SDK 
from   the   Website. Please   see   our Privacy   Policy at https://walabot.com/docs/walabot-privacy-
416?type=pdf for information relating to how we collect, use, and disclose your personal information 
through the Website. 
4. Title & Ownership. VAYYAR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR 
ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source 
Software and Third Party Software therein which are owned by their respective licensors) and/or any 
copies  thereof,  including  without  limitation  any  derivative  works  made  (regardless  of  whether  such 
derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, 
and irrespective of any support and/or assistance Vayyar may, will or had received from Licensee, or 
any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided 
to  Vayyar  pursuant  to  this  Agreement,  shall  remain  Vayyar  ‘s  sole  and  exclusive  property.  All 
Intellectual  Property  Rights  evidenced  by  or  embodied  in  and/or  attached/connected/related  to  the 
Software,  or  part  thereof,  are  and shall  be  owned  solely  and  exclusively  by  Vayyar.  Nothing  in  this 
Agreement shall constitute a waiver of Vayyar’s Intellectual Property Rights under any law, or be in 
any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Vayyar 
and/or the Partner with Feedback, Licensee acknowledges that any and all rights, including Intellectual 
Property Rights in such Feedback shall belong exclusively to Vayyar and Licensee hereby irrevocably 
and unconditionally transfers and assigns to Vayyar all intellectual property rights in such Feedback and 
waives any and all moral rights that Licensee may have in respect thereto. It is further understood that 
use of Feedback, if any, may be made by Vayyar at its sole discretion, and that Vayyar in no way shall 
be obliged to make use of any kind of the Feedback or part thereof.   
5. Warranty.  Vayyar warrants that, to its knowledge, it has the right to grant Licensee the License granted. 
Vayyar’s sole liability for any breach of this warranty or any other warranty under this Agreement shall 
be, at Vayyar’s sole discretion: (i) to replace or repair the Software or the applicable portion thereof; or 
(ii) to terminate this Agreement.   
6. Warranty Exclusions. The warranty set forth in Section 5 is contingent upon Licensee’s proper use of 
the Software, and shall not apply to, and Vayyar expressly disclaims all liability for damage caused by 
abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use 
of Software other than that supplied and supported by Vayyar.  
7. Warranty Disclaimers.   
AS  BETWEEN  LICENSEE  AND  VAYYAR,  EXCEPT  AS  SET FORTH IN  SECTION 5,  THE 
SOFTWARE  IS  PROVIDED  ON  AN  “AS  IS”  AND  “AS  AVAILABLE”  BASIS  WITHOUT 
WARRANTIES  OF  ANY  KIND  INCLUDING,  WITHOUT  LIMITATION,  REPRESENTATIONS, 
WARRANTIES  AND  CONDITIONS  OF  MERCHANTABILITY,  FITNESS  FOR  INTENDED  OR 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET 
LICENSEE’S  REQUIREMENTS  OR  EXPECTATIONS  OR  WILL  ACHIEVE  ANY  SPECIFIC 
RESULTS  AND  THOSE  ARISING  BY  STATUTE  OR  FROM  A  COURSE  OF  DEALING  OR 
USAGE OF TRADE.    
 
VAYYAR  DISCLAIMS  ANY  WARRANTIES  OR  REPRESENTATIONS  PROVIDED  OR  MADE 
TO LICENSEE BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATIONS ARE THE 
SOLE RESPONSIBILITY OF THE PARTNER.   
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Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may 
not apply.  
8. High  Risk  Activities.    You  acknowledge  that  the  Software  is  not  fault  tolerant  and  is  not  designed, 
manufactured,  or  intended  for  use  or  resale  as or  in  connection  with on-line  control  equipment  in 
hazardous  or  high  risk  environments  and  activities  requiring  fail-safe  performance  (such  as  in  the 
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct 
life support machines, or weapons systems) in which the failure of the Software could lead directly to 
death, personal injury, or severe physical or environmental damage, and You agree not to use or allow 
the  use  of  the  Software  or  any  portion  thereof  for,  or  in  connection  with,  any  such  environment  or 
activity.  
9. Indemnify. You agree that Vayyar shall have no liability whatsoever for any use made of the Software 
by You or any third party. You hereby agree to defend, indemnify and hold harmless Vayyar and its 
affiliates  and  their  respective  officers,  directors,  agents  and  employees  from  any  and  all  claims, 
damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your 
use of the Software as well as from Your failure to comply with this Agreement.  
10. Limitation of Liability.    
UNDER NO CIRCUMSTANCES SHALL VAYYAR AND/OR ITS AFFILIATES BE LIABLE FOR 
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR 
FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER 
OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR 
THE INABILITY TO USE, THE SOFTWARE.  
VAYYAR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES 
THAT  ARISE  UNDER  OR  IN  CONNECTION  WITH  THIS AGREEMENT,  OR  THAT  RESULT 
FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY 
CIRCUMSTANCE   EXCEED   THE   TOTAL   AMOUNTS,   IF   ANY,   ACTUALLY   PAID   BY 
LICENSEE  TO  VAYYAR  FOR  USING  THE  SOFTWARE  WITHIN  THE  SIX  (6)  MONTHS 
PRECEDING THE DATE OF BRINGING A CLAIM.    
THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY: (I) 
EVEN  IF  VAYYAR  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  DAMAGES  OR 
LOSSES;  (II)  EVEN  IF  ANY  REMEDY  SET  FORTH  HEREIN  FAILS  OF  ITS  ESSENTIAL 
PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.   
11. Export Laws. You agree to comply with applicable export control laws and regulations and that You 
will  not  export,  re-export  or  transfer  the Software or  part  thereof,  or  any  related  technology,  to  any 
prohibited country, end-user or end-use except as in compliance with applicable laws and regulations.  
12. Term and Termination.  This Agreement shall continue until terminated as set forth in this section.  
You  may  terminate  this  Agreement  at  any  time  by  removing the  Software  from  Your  system  and 
destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying 
of the Software or otherwise failing to comply with this Agreement will result in automatic immediate 
termination  of  this  Agreement without  derogating  from  other legal rights  and remedies available  to 
Vayyar in connection thereto. Vayyar reserves the right to terminate this Agreement and the License at 
any time and without notice. Upon termination of this Agreement, the License will terminate and You: 
(i)  will cease  any and all rights to use  the  Software, and (ii)  will remove the  Software  from all  hard 
drives, networks and other storage media and destroy all copies of the Software in your possession or 
under  your control.  The  provisions of Sections 2.3, 2.4, 2.5, 3, 4, and 6 through 13 shall survive  the 
termination, expiration or other ending of this Agreement.  
----------------Page (3) Break----------------
- 5 -  
13. Miscellaneous.  This Agreement represent the complete agreement concerning the Software between 
You and Vayyar and supersedes all prior agreements and representations between You and Vayyar.  If 
any  provision  of  this  Agreement  is  held  to  be  unenforceable  for  any  reason,  such  provision  shall  be 
reformed  only  to  the  extent  necessary  to  make  it  enforceable.  Any  waiver  of any  provision  of  this 
Agreement will be effective only if in writing and signed by Vayyar. This Agreement is personal to You 
and may not be assigned or transferred for any reason whatsoever without the consent of Vayyar and 
any action or conduct in violation of the foregoing shall be void and without effect. Vayyar expressly 
reserves  the  right  to  assign  this  Agreement  and  to  delegate  any  of  its  obligations  hereunder.    This 
Agreement is governed by and construed under the laws of the State of Israel, excluding its conflicts of 
law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or 
relating to this Agreement shall be the state or federal courts located in Tel Aviv, Israel, and You further 
agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any 
such claim or action.  You hereby agree to service of process in accordance with the rules of such courts.  
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled 
to recover costs and attorneys' fees.  
LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  LICENSEE  HAS  READ  THE  TERMS  OF  THIS 
AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET 
FORTH HEREIN. BY CLICKING “I  AGREE” OR  SIMILAR BUTTON, AND/OR  CONTINUING TO 
INSTALL,   ACCESS   OR   USE   THE   SOFTWARE   (AS   APPLICABLE),   LICENSEE   EXPRESSLY 
CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.        
  
----------------Page (4) Break----------------
 
LICENSE AGREEMENT  
IMPORTANT - PLEASE   READ   CAREFULLY   THE   TERMS   OF   THIS   LICENSE   AGREEMENT 
(“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, 
ACCESSING   AND/OR   USING   THE   SOFTWARE   (AS   DEFINED   BELOW),   YOU   EXPRESSLY 
ACKNOWLEDGE  AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR 
“LICENSEE”)  ARE  ENTERING  INTO  A  LEGAL  AGREEMENT  WITH  VAYYAR  IMAGING  LTD.  
(“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY 
BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” 
OR  INSTALL  OR  USE  THE  SOFTWARE  UNTIL  YOU  HAVE  CAREFULLY  READ,  UNDERSTOOD 
AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR 
REQUIREMENTS   UNDER   ANY   LAWS   OR   REGULATIONS   IN   ANY   JURISDICTION   WHICH 
REQUIRE  AN  ORIGINAL  (NON-ELECTRONIC)  SIGNATURE  OR  DELIVERY  OR  RETENTION  OF 
NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.   
IF  YOU  HAVE  PURCHASED  WALABOT  FROM  A  PARTNER,  RESELLER  OR  DISTRIBUTOR 
AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN 
THIS  AGREEMENT  AND  THE  AGREEMENT  ENTERED  BETWEEN  YOU  AND  THE  RESPECTIVE 
PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER  ORDER”), THEN, AS BETWEEN 
YOU  AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY  RIGHTS GRANTED TO YOU IN 
SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN 
CONNECTION   WITH   THE   PARTNER.   IN   THAT   CASE,   YOU   MUST   SEEK   REDRESS   OR 
REALIZATION  OR  ENFORCEMENT  OF  SUCH  RIGHTS  SOLELY  WITH THE PARTNER  AND  NOT 
VAYYAR.   
THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES.  
FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE 
AT WWW.VAYYAR.COM (THE “WEBSITE”).  
1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following 
meaning:  
1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to 
Licensee.  
1.2 “End  User  Order” means any written or electronic order form issued by Vayyar and agreed to by 
Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted 
under this Agreement.   
1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the 
Software.  
1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or 
embodied  in  all:  (i)  inventions  (regardless  of  patentability  and  whether  or  not  reduced  to  practice), 
improvements  thereto,  patents,  patent  applications,  patent  disclosures,  together  with  all  reissuances, 
continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, 
derivations  and combinations  thereof,  including  goodwill  associated  therewith,  and  applications, 
registrations,  and  renewals  in  connection  therewith;  (iii)  any  work  of  authorship,  regardless  of 
copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations 
and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in 
connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights 
and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments 
thereof, in whatever form or medium.  
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1.5 “Order” means either Partner Order or End User Order, as the case may be.  
1.6 “Software” means the Walabot software  development  kit in  object  or  source  code  version  including 
sample code, Documentation and any updates and upgrade thereto (to the extent delivered).  
2. License  
2.1 Grant  of  License.    Subject  to  the  terms  and  conditions  of  this  Agreement  and  the  applicable  Order, 
Vayyar grants You, during the  term of this  Agreement,  a  personal, non-exclusive, non-sublicensable, 
non-transferable,   revocable   license   to   use   the   Software   solely   for   Your   own   personal   (and 
noncommercial) use (“License”).   
2.2 Documentation.  Vayyar may make available Documentation to Licensee for Licensee to use solely in 
connection with Licensee’s use of the Software during the term of this Agreement.  Licensee may print 
or  copy  the  Documentation  as  needed  for  its  own  purposes  provided  that  all  copyright  notices  are 
included therein.  The Documentation shall be considered the Confidential Information of Vayyar.      
2.3 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, 
Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality 
of  the  foregoing,  Licensee  agrees  and  undertakes  not  to:  (i)  sell,  lease,  sublicense  or  distribute  the 
Software,  or  any  part  thereof,  or  otherwise  transfer  the  Software  or  allow  any  third  party  to  use  the 
Software  in any  manner; (ii)  reverse  engineer, decompile,  disassemble or otherwise  reduce to human 
perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software;  (iv) 
copy or allow copies of the Software to be made; (v) make the Software accessible to other users or the 
public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or 
features that prevent or restrict use or copying of any content or that enforce limitations on use of the 
Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) 
remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent 
or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any 
applicable  laws,  rules  or  regulations,  or  for  any  unlawful,  harmful,  irresponsible,  or  inappropriate 
purpose,  or  in  any  manner  that  breaches  this  Agreement,  and/or  (x)  represent  that  it  possesses  any 
proprietary interest in the Software.  
The  License  may  be  further  subject  to  Licensee's  compliance  with  additional  use  restrictions  and/or 
limitations specified in the applicable Order, which, for the avoidance of doubt, are in addition to, and 
without derogating from, any other use restrictions set forth herein.  
2.4 Third Party Software. Licensee acknowledges and agrees that any third party software (“Third Party 
Software”) that provided with the Software is provided under the terms of the license attached/linked 
thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” 
basis. Vayyar is  not liable for any losses or damages  which  may occur resulting from  the  use  of any 
Third Party Software. Vayyar does not possess any proprietary interest in such Third Party Software.   
2.5 Open Source Licenses. The Software includes certain open source code software and materials (as shall 
be listed in the documentation of the Software) (“Open  Source  Software”) that are subject to their 
respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list 
of  conditions  with  respect  to  warranty,  copyright  policy  and  other  provisions.  By  executing  this 
Agreement,  Licensee  undertakes  to  strictly  comply  with the  terms  and  condition  of  the  Open  Source 
Licenses, as may be  amended from time  to time. In order to comply  with the  Open Source Licenses, 
Licensee shall read the respective licenses or notices which are available within the Software's notice 
file,  as  may be  amended  from  time  to  time  by  Vayyar,  at  its  sole  discretion.    In  the  event  of  any 
inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the 
provisions  of  this  Agreement,  the  provisions  of  the  Open  Source  Licenses  shall  prevail.  Without 
derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided 
on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, 
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the representations and warranties set forth in Section 5 hereunder shall not apply to any Open Source 
Software.  
3. Data  Collection.  Vayyar  does  not  collect  or  receive  any  data  in  connection  with  your  use  of  the 
Software, however, Vayyar does collect certain information about you when you download the SDK 
from   the   Website. Please   see   our Privacy   Policy at https://walabot.com/docs/walabot-privacy-
416?type=pdf for information relating to how we collect, use, and disclose your personal information 
through the Website. 
4. Title & Ownership. VAYYAR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR 
ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source 
Software and Third Party Software therein which are owned by their respective licensors) and/or any 
copies  thereof,  including  without  limitation  any  derivative  works  made  (regardless  of  whether  such 
derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, 
and irrespective of any support and/or assistance Vayyar may, will or had received from Licensee, or 
any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided 
to  Vayyar  pursuant  to  this  Agreement,  shall  remain  Vayyar  ‘s  sole  and  exclusive  property.  All 
Intellectual  Property  Rights  evidenced  by  or  embodied  in  and/or  attached/connected/related  to  the 
Software,  or  part  thereof,  are  and shall  be  owned  solely  and  exclusively  by  Vayyar.  Nothing  in  this 
Agreement shall constitute a waiver of Vayyar’s Intellectual Property Rights under any law, or be in 
any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Vayyar 
and/or the Partner with Feedback, Licensee acknowledges that any and all rights, including Intellectual 
Property Rights in such Feedback shall belong exclusively to Vayyar and Licensee hereby irrevocably 
and unconditionally transfers and assigns to Vayyar all intellectual property rights in such Feedback and 
waives any and all moral rights that Licensee may have in respect thereto. It is further understood that 
use of Feedback, if any, may be made by Vayyar at its sole discretion, and that Vayyar in no way shall 
be obliged to make use of any kind of the Feedback or part thereof.   
5. Warranty.  Vayyar warrants that, to its knowledge, it has the right to grant Licensee the License granted. 
Vayyar’s sole liability for any breach of this warranty or any other warranty under this Agreement shall 
be, at Vayyar’s sole discretion: (i) to replace or repair the Software or the applicable portion thereof; or 
(ii) to terminate this Agreement.   
6. Warranty Exclusions. The warranty set forth in Section 5 is contingent upon Licensee’s proper use of 
the Software, and shall not apply to, and Vayyar expressly disclaims all liability for damage caused by 
abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use 
of Software other than that supplied and supported by Vayyar.  
7. Warranty Disclaimers.   
AS  BETWEEN  LICENSEE  AND  VAYYAR,  EXCEPT  AS  SET FORTH IN  SECTION 5,  THE 
SOFTWARE  IS  PROVIDED  ON  AN  “AS  IS”  AND  “AS  AVAILABLE”  BASIS  WITHOUT 
WARRANTIES  OF  ANY  KIND  INCLUDING,  WITHOUT  LIMITATION,  REPRESENTATIONS, 
WARRANTIES  AND  CONDITIONS  OF  MERCHANTABILITY,  FITNESS  FOR  INTENDED  OR 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET 
LICENSEE’S  REQUIREMENTS  OR  EXPECTATIONS  OR  WILL  ACHIEVE  ANY  SPECIFIC 
RESULTS  AND  THOSE  ARISING  BY  STATUTE  OR  FROM  A  COURSE  OF  DEALING  OR 
USAGE OF TRADE.    
 
VAYYAR  DISCLAIMS  ANY  WARRANTIES  OR  REPRESENTATIONS  PROVIDED  OR  MADE 
TO LICENSEE BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATIONS ARE THE 
SOLE RESPONSIBILITY OF THE PARTNER.   
----------------Page (2) Break----------------
- 4 -  
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may 
not apply.  
8. High  Risk  Activities.    You  acknowledge  that  the  Software  is  not  fault  tolerant  and  is  not  designed, 
manufactured,  or  intended  for  use  or  resale  as or  in  connection  with on-line  control  equipment  in 
hazardous  or  high  risk  environments  and  activities  requiring  fail-safe  performance  (such  as  in  the 
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct 
life support machines, or weapons systems) in which the failure of the Software could lead directly to 
death, personal injury, or severe physical or environmental damage, and You agree not to use or allow 
the  use  of  the  Software  or  any  portion  thereof  for,  or  in  connection  with,  any  such  environment  or 
activity.  
9. Indemnify. You agree that Vayyar shall have no liability whatsoever for any use made of the Software 
by You or any third party. You hereby agree to defend, indemnify and hold harmless Vayyar and its 
affiliates  and  their  respective  officers,  directors,  agents  and  employees  from  any  and  all  claims, 
damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your 
use of the Software as well as from Your failure to comply with this Agreement.  
10. Limitation of Liability.    
UNDER NO CIRCUMSTANCES SHALL VAYYAR AND/OR ITS AFFILIATES BE LIABLE FOR 
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR 
FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER 
OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR 
THE INABILITY TO USE, THE SOFTWARE.  
VAYYAR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES 
THAT  ARISE  UNDER  OR  IN  CONNECTION  WITH  THIS AGREEMENT,  OR  THAT  RESULT 
FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY 
CIRCUMSTANCE   EXCEED   THE   TOTAL   AMOUNTS,   IF   ANY,   ACTUALLY   PAID   BY 
LICENSEE  TO  VAYYAR  FOR  USING  THE  SOFTWARE  WITHIN  THE  SIX  (6)  MONTHS 
PRECEDING THE DATE OF BRINGING A CLAIM.    
THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY: (I) 
EVEN  IF  VAYYAR  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  DAMAGES  OR 
LOSSES;  (II)  EVEN  IF  ANY  REMEDY  SET  FORTH  HEREIN  FAILS  OF  ITS  ESSENTIAL 
PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.   
11. Export Laws. You agree to comply with applicable export control laws and regulations and that You 
will  not  export,  re-export  or  transfer  the Software or  part  thereof,  or  any  related  technology,  to  any 
prohibited country, end-user or end-use except as in compliance with applicable laws and regulations.  
12. Term and Termination.  This Agreement shall continue until terminated as set forth in this section.  
You  may  terminate  this  Agreement  at  any  time  by  removing the  Software  from  Your  system  and 
destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying 
of the Software or otherwise failing to comply with this Agreement will result in automatic immediate 
termination  of  this  Agreement without  derogating  from  other legal rights  and remedies available  to 
Vayyar in connection thereto. Vayyar reserves the right to terminate this Agreement and the License at 
any time and without notice. Upon termination of this Agreement, the License will terminate and You: 
(i)  will cease  any and all rights to use  the  Software, and (ii)  will remove the  Software  from all  hard 
drives, networks and other storage media and destroy all copies of the Software in your possession or 
under  your control.  The  provisions of Sections 2.3, 2.4, 2.5, 3, 4, and 6 through 13 shall survive  the 
termination, expiration or other ending of this Agreement.  
----------------Page (3) Break----------------
- 5 -  
13. Miscellaneous.  This Agreement represent the complete agreement concerning the Software between 
You and Vayyar and supersedes all prior agreements and representations between You and Vayyar.  If 
any  provision  of  this  Agreement  is  held  to  be  unenforceable  for  any  reason,  such  provision  shall  be 
reformed  only  to  the  extent  necessary  to  make  it  enforceable.  Any  waiver  of any  provision  of  this 
Agreement will be effective only if in writing and signed by Vayyar. This Agreement is personal to You 
and may not be assigned or transferred for any reason whatsoever without the consent of Vayyar and 
any action or conduct in violation of the foregoing shall be void and without effect. Vayyar expressly 
reserves  the  right  to  assign  this  Agreement  and  to  delegate  any  of  its  obligations  hereunder.    This 
Agreement is governed by and construed under the laws of the State of Israel, excluding its conflicts of 
law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or 
relating to this Agreement shall be the state or federal courts located in Tel Aviv, Israel, and You further 
agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any 
such claim or action.  You hereby agree to service of process in accordance with the rules of such courts.  
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled 
to recover costs and attorneys' fees.  
LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  LICENSEE  HAS  READ  THE  TERMS  OF  THIS 
AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET 
FORTH HEREIN. BY CLICKING “I  AGREE” OR  SIMILAR BUTTON, AND/OR  CONTINUING TO 
INSTALL,   ACCESS   OR   USE   THE   SOFTWARE   (AS   APPLICABLE),   LICENSEE   EXPRESSLY 
CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.        
  
----------------Page (4) Break----------------
 
LICENSE AGREEMENT  
IMPORTANT - PLEASE   READ   CAREFULLY   THE   TERMS   OF   THIS   LICENSE   AGREEMENT 
(“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, 
ACCESSING   AND/OR   USING   THE   SOFTWARE   (AS   DEFINED   BELOW),   YOU   EXPRESSLY 
ACKNOWLEDGE  AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR 
“LICENSEE”)  ARE  ENTERING  INTO  A  LEGAL  AGREEMENT  WITH  VAYYAR  IMAGING  LTD.  
(“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY 
BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” 
OR  INSTALL  OR  USE  THE  SOFTWARE  UNTIL  YOU  HAVE  CAREFULLY  READ,  UNDERSTOOD 
AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR 
REQUIREMENTS   UNDER   ANY   LAWS   OR   REGULATIONS   IN   ANY   JURISDICTION   WHICH 
REQUIRE  AN  ORIGINAL  (NON-ELECTRONIC)  SIGNATURE  OR  DELIVERY  OR  RETENTION  OF 
NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.   
IF  YOU  HAVE  PURCHASED  WALABOT  FROM  A  PARTNER,  RESELLER  OR  DISTRIBUTOR 
AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN 
THIS  AGREEMENT  AND  THE  AGREEMENT  ENTERED  BETWEEN  YOU  AND  THE  RESPECTIVE 
PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER  ORDER”), THEN, AS BETWEEN 
YOU  AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY  RIGHTS GRANTED TO YOU IN 
SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN 
CONNECTION   WITH   THE   PARTNER.   IN   THAT   CASE,   YOU   MUST   SEEK   REDRESS   OR 
REALIZATION  OR  ENFORCEMENT  OF  SUCH  RIGHTS  SOLELY  WITH THE PARTNER  AND  NOT 
VAYYAR.   
THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES.  
FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE 
AT WWW.VAYYAR.COM (THE “WEBSITE”).  
1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following 
meaning:  
1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to 
Licensee.  
1.2 “End  User  Order” means any written or electronic order form issued by Vayyar and agreed to by 
Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted 
under this Agreement.   
1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the 
Software.  
1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or 
embodied  in  all:  (i)  inventions  (regardless  of  patentability  and  whether  or  not  reduced  to  practice), 
improvements  thereto,  patents,  patent  applications,  patent  disclosures,  together  with  all  reissuances, 
continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, 
derivations  and combinations  thereof,  including  goodwill  associated  therewith,  and  applications, 
registrations,  and  renewals  in  connection  therewith;  (iii)  any  work  of  authorship,  regardless  of 
copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations 
and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in 
connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights 
and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments 
thereof, in whatever form or medium.  
----------------Page (0) Break----------------
- 2 -  
1.5 “Order” means either Partner Order or End User Order, as the case may be.  
1.6 “Software” means the Walabot software  development  kit in  object  or  source  code  version  including 
sample code, Documentation and any updates and upgrade thereto (to the extent delivered).  
2. License  
2.1 Grant  of  License.    Subject  to  the  terms  and  conditions  of  this  Agreement  and  the  applicable  Order, 
Vayyar grants You, during the  term of this  Agreement,  a  personal, non-exclusive, non-sublicensable, 
non-transferable,   revocable   license   to   use   the   Software   solely   for   Your   own   personal   (and 
noncommercial) use (“License”).   
2.2 Documentation.  Vayyar may make available Documentation to Licensee for Licensee to use solely in 
connection with Licensee’s use of the Software during the term of this Agreement.  Licensee may print 
or  copy  the  Documentation  as  needed  for  its  own  purposes  provided  that  all  copyright  notices  are 
included therein.  The Documentation shall be considered the Confidential Information of Vayyar.      
2.3 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, 
Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality 
of  the  foregoing,  Licensee  agrees  and  undertakes  not  to:  (i)  sell,  lease,  sublicense  or  distribute  the 
Software,  or  any  part  thereof,  or  otherwise  transfer  the  Software  or  allow  any  third  party  to  use  the 
Software  in any  manner; (ii)  reverse  engineer, decompile,  disassemble or otherwise  reduce to human 
perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software;  (iv) 
copy or allow copies of the Software to be made; (v) make the Software accessible to other users or the 
public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or 
features that prevent or restrict use or copying of any content or that enforce limitations on use of the 
Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) 
remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent 
or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any 
applicable  laws,  rules  or  regulations,  or  for  any  unlawful,  harmful,  irresponsible,  or  inappropriate 
purpose,  or  in  any  manner  that  breaches  this  Agreement,  and/or  (x)  represent  that  it  possesses  any 
proprietary interest in the Software.  
The  License  may  be  further  subject  to  Licensee's  compliance  with  additional  use  restrictions  and/or 
limitations specified in the applicable Order, which, for the avoidance of doubt, are in addition to, and 
without derogating from, any other use restrictions set forth herein.  
2.4 Third Party Software. Licensee acknowledges and agrees that any third party software (“Third Party 
Software”) that provided with the Software is provided under the terms of the license attached/linked 
thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” 
basis. Vayyar is  not liable for any losses or damages  which  may occur resulting from  the  use  of any 
Third Party Software. Vayyar does not possess any proprietary interest in such Third Party Software.   
2.5 Open Source Licenses. The Software includes certain open source code software and materials (as shall 
be listed in the documentation of the Software) (“Open  Source  Software”) that are subject to their 
respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list 
of  conditions  with  respect  to  warranty,  copyright  policy  and  other  provisions.  By  executing  this 
Agreement,  Licensee  undertakes  to  strictly  comply  with the  terms  and  condition  of  the  Open  Source 
Licenses, as may be  amended from time  to time. In order to comply  with the  Open Source Licenses, 
Licensee shall read the respective licenses or notices which are available within the Software's notice 
file,  as  may be  amended  from  time  to  time  by  Vayyar,  at  its  sole  discretion.    In  the  event  of  any 
inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the 
provisions  of  this  Agreement,  the  provisions  of  the  Open  Source  Licenses  shall  prevail.  Without 
derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided 
on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, 
----------------Page (1) Break----------------
- 3 -  
the representations and warranties set forth in Section 5 hereunder shall not apply to any Open Source 
Software.  
3. Data  Collection.  Vayyar  does  not  collect  or  receive  any  data  in  connection  with  your  use  of  the 
Software, however, Vayyar does collect certain information about you when you download the SDK 
from   the   Website. Please   see   our Privacy   Policy at https://walabot.com/docs/walabot-privacy-
416?type=pdf for information relating to how we collect, use, and disclose your personal information 
through the Website. 
4. Title & Ownership. VAYYAR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR 
ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source 
Software and Third Party Software therein which are owned by their respective licensors) and/or any 
copies  thereof,  including  without  limitation  any  derivative  works  made  (regardless  of  whether  such 
derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, 
and irrespective of any support and/or assistance Vayyar may, will or had received from Licensee, or 
any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided 
to  Vayyar  pursuant  to  this  Agreement,  shall  remain  Vayyar  ‘s  sole  and  exclusive  property.  All 
Intellectual  Property  Rights  evidenced  by  or  embodied  in  and/or  attached/connected/related  to  the 
Software,  or  part  thereof,  are  and shall  be  owned  solely  and  exclusively  by  Vayyar.  Nothing  in  this 
Agreement shall constitute a waiver of Vayyar’s Intellectual Property Rights under any law, or be in 
any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Vayyar 
and/or the Partner with Feedback, Licensee acknowledges that any and all rights, including Intellectual 
Property Rights in such Feedback shall belong exclusively to Vayyar and Licensee hereby irrevocably 
and unconditionally transfers and assigns to Vayyar all intellectual property rights in such Feedback and 
waives any and all moral rights that Licensee may have in respect thereto. It is further understood that 
use of Feedback, if any, may be made by Vayyar at its sole discretion, and that Vayyar in no way shall 
be obliged to make use of any kind of the Feedback or part thereof.   
5. Warranty.  Vayyar warrants that, to its knowledge, it has the right to grant Licensee the License granted. 
Vayyar’s sole liability for any breach of this warranty or any other warranty under this Agreement shall 
be, at Vayyar’s sole discretion: (i) to replace or repair the Software or the applicable portion thereof; or 
(ii) to terminate this Agreement.   
6. Warranty Exclusions. The warranty set forth in Section 5 is contingent upon Licensee’s proper use of 
the Software, and shall not apply to, and Vayyar expressly disclaims all liability for damage caused by 
abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use 
of Software other than that supplied and supported by Vayyar.  
7. Warranty Disclaimers.   
AS  BETWEEN  LICENSEE  AND  VAYYAR,  EXCEPT  AS  SET FORTH IN  SECTION 5,  THE 
SOFTWARE  IS  PROVIDED  ON  AN  “AS  IS”  AND  “AS  AVAILABLE”  BASIS  WITHOUT 
WARRANTIES  OF  ANY  KIND  INCLUDING,  WITHOUT  LIMITATION,  REPRESENTATIONS, 
WARRANTIES  AND  CONDITIONS  OF  MERCHANTABILITY,  FITNESS  FOR  INTENDED  OR 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET 
LICENSEE’S  REQUIREMENTS  OR  EXPECTATIONS  OR  WILL  ACHIEVE  ANY  SPECIFIC 
RESULTS  AND  THOSE  ARISING  BY  STATUTE  OR  FROM  A  COURSE  OF  DEALING  OR 
USAGE OF TRADE.    
 
VAYYAR  DISCLAIMS  ANY  WARRANTIES  OR  REPRESENTATIONS  PROVIDED  OR  MADE 
TO LICENSEE BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATIONS ARE THE 
SOLE RESPONSIBILITY OF THE PARTNER.   
----------------Page (2) Break----------------
- 4 -  
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may 
not apply.  
8. High  Risk  Activities.    You  acknowledge  that  the  Software  is  not  fault  tolerant  and  is  not  designed, 
manufactured,  or  intended  for  use  or  resale  as or  in  connection  with on-line  control  equipment  in 
hazardous  or  high  risk  environments  and  activities  requiring  fail-safe  performance  (such  as  in  the 
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct 
life support machines, or weapons systems) in which the failure of the Software could lead directly to 
death, personal injury, or severe physical or environmental damage, and You agree not to use or allow 
the  use  of  the  Software  or  any  portion  thereof  for,  or  in  connection  with,  any  such  environment  or 
activity.  
9. Indemnify. You agree that Vayyar shall have no liability whatsoever for any use made of the Software 
by You or any third party. You hereby agree to defend, indemnify and hold harmless Vayyar and its 
affiliates  and  their  respective  officers,  directors,  agents  and  employees  from  any  and  all  claims, 
damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your 
use of the Software as well as from Your failure to comply with this Agreement.  
10. Limitation of Liability.    
UNDER NO CIRCUMSTANCES SHALL VAYYAR AND/OR ITS AFFILIATES BE LIABLE FOR 
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR 
FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER 
OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR 
THE INABILITY TO USE, THE SOFTWARE.  
VAYYAR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES 
THAT  ARISE  UNDER  OR  IN  CONNECTION  WITH  THIS AGREEMENT,  OR  THAT  RESULT 
FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY 
CIRCUMSTANCE   EXCEED   THE   TOTAL   AMOUNTS,   IF   ANY,   ACTUALLY   PAID   BY 
LICENSEE  TO  VAYYAR  FOR  USING  THE  SOFTWARE  WITHIN  THE  SIX  (6)  MONTHS 
PRECEDING THE DATE OF BRINGING A CLAIM.    
THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY: (I) 
EVEN  IF  VAYYAR  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  DAMAGES  OR 
LOSSES;  (II)  EVEN  IF  ANY  REMEDY  SET  FORTH  HEREIN  FAILS  OF  ITS  ESSENTIAL 
PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.   
11. Export Laws. You agree to comply with applicable export control laws and regulations and that You 
will  not  export,  re-export  or  transfer  the Software or  part  thereof,  or  any  related  technology,  to  any 
prohibited country, end-user or end-use except as in compliance with applicable laws and regulations.  
12. Term and Termination.  This Agreement shall continue until terminated as set forth in this section.  
You  may  terminate  this  Agreement  at  any  time  by  removing the  Software  from  Your  system  and 
destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying 
of the Software or otherwise failing to comply with this Agreement will result in automatic immediate 
termination  of  this  Agreement without  derogating  from  other legal rights  and remedies available  to 
Vayyar in connection thereto. Vayyar reserves the right to terminate this Agreement and the License at 
any time and without notice. Upon termination of this Agreement, the License will terminate and You: 
(i)  will cease  any and all rights to use  the  Software, and (ii)  will remove the  Software  from all  hard 
drives, networks and other storage media and destroy all copies of the Software in your possession or 
under  your control.  The  provisions of Sections 2.3, 2.4, 2.5, 3, 4, and 6 through 13 shall survive  the 
termination, expiration or other ending of this Agreement.  
----------------Page (3) Break----------------
- 5 -  
13. Miscellaneous.  This Agreement represent the complete agreement concerning the Software between 
You and Vayyar and supersedes all prior agreements and representations between You and Vayyar.  If 
any  provision  of  this  Agreement  is  held  to  be  unenforceable  for  any  reason,  such  provision  shall  be 
reformed  only  to  the  extent  necessary  to  make  it  enforceable.  Any  waiver  of any  provision  of  this 
Agreement will be effective only if in writing and signed by Vayyar. This Agreement is personal to You 
and may not be assigned or transferred for any reason whatsoever without the consent of Vayyar and 
any action or conduct in violation of the foregoing shall be void and without effect. Vayyar expressly 
reserves  the  right  to  assign  this  Agreement  and  to  delegate  any  of  its  obligations  hereunder.    This 
Agreement is governed by and construed under the laws of the State of Israel, excluding its conflicts of 
law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or 
relating to this Agreement shall be the state or federal courts located in Tel Aviv, Israel, and You further 
agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any 
such claim or action.  You hereby agree to service of process in accordance with the rules of such courts.  
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled 
to recover costs and attorneys' fees.  
LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  LICENSEE  HAS  READ  THE  TERMS  OF  THIS 
AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET 
FORTH HEREIN. BY CLICKING “I  AGREE” OR  SIMILAR BUTTON, AND/OR  CONTINUING TO 
INSTALL,   ACCESS   OR   USE   THE   SOFTWARE   (AS   APPLICABLE),   LICENSEE   EXPRESSLY 
CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.        
  
----------------Page (4) Break----------------
 
LICENSE AGREEMENT  
IMPORTANT - PLEASE   READ   CAREFULLY   THE   TERMS   OF   THIS   LICENSE   AGREEMENT 
(“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, 
ACCESSING   AND/OR   USING   THE   SOFTWARE   (AS   DEFINED   BELOW),   YOU   EXPRESSLY 
ACKNOWLEDGE  AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR 
“LICENSEE”)  ARE  ENTERING  INTO  A  LEGAL  AGREEMENT  WITH  VAYYAR  IMAGING  LTD.  
(“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY 
BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” 
OR  INSTALL  OR  USE  THE  SOFTWARE  UNTIL  YOU  HAVE  CAREFULLY  READ,  UNDERSTOOD 
AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR 
REQUIREMENTS   UNDER   ANY   LAWS   OR   REGULATIONS   IN   ANY   JURISDICTION   WHICH 
REQUIRE  AN  ORIGINAL  (NON-ELECTRONIC)  SIGNATURE  OR  DELIVERY  OR  RETENTION  OF 
NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.   
IF  YOU  HAVE  PURCHASED  WALABOT  FROM  A  PARTNER,  RESELLER  OR  DISTRIBUTOR 
AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN 
THIS  AGREEMENT  AND  THE  AGREEMENT  ENTERED  BETWEEN  YOU  AND  THE  RESPECTIVE 
PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER  ORDER”), THEN, AS BETWEEN 
YOU  AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY  RIGHTS GRANTED TO YOU IN 
SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN 
CONNECTION   WITH   THE   PARTNER.   IN   THAT   CASE,   YOU   MUST   SEEK   REDRESS   OR 
REALIZATION  OR  ENFORCEMENT  OF  SUCH  RIGHTS  SOLELY  WITH THE PARTNER  AND  NOT 
VAYYAR.   
THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES.  
FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE 
AT WWW.VAYYAR.COM (THE “WEBSITE”).  
1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following 
meaning:  
1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to 
Licensee.  
1.2 “End  User  Order” means any written or electronic order form issued by Vayyar and agreed to by 
Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted 
under this Agreement.   
1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the 
Software.  
1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or 
embodied  in  all:  (i)  inventions  (regardless  of  patentability  and  whether  or  not  reduced  to  practice), 
improvements  thereto,  patents,  patent  applications,  patent  disclosures,  together  with  all  reissuances, 
continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, 
derivations  and combinations  thereof,  including  goodwill  associated  therewith,  and  applications, 
registrations,  and  renewals  in  connection  therewith;  (iii)  any  work  of  authorship,  regardless  of 
copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations 
and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in 
connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights 
and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments 
thereof, in whatever form or medium.  
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1.5 “Order” means either Partner Order or End User Order, as the case may be.  
1.6 “Software” means the Walabot software  development  kit in  object  or  source  code  version  including 
sample code, Documentation and any updates and upgrade thereto (to the extent delivered).  
2. License  
2.1 Grant  of  License.    Subject  to  the  terms  and  conditions  of  this  Agreement  and  the  applicable  Order, 
Vayyar grants You, during the  term of this  Agreement,  a  personal, non-exclusive, non-sublicensable, 
non-transferable,   revocable   license   to   use   the   Software   solely   for   Your   own   personal   (and 
noncommercial) use (“License”).   
2.2 Documentation.  Vayyar may make available Documentation to Licensee for Licensee to use solely in 
connection with Licensee’s use of the Software during the term of this Agreement.  Licensee may print 
or  copy  the  Documentation  as  needed  for  its  own  purposes  provided  that  all  copyright  notices  are 
included therein.  The Documentation shall be considered the Confidential Information of Vayyar.      
2.3 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, 
Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality 
of  the  foregoing,  Licensee  agrees  and  undertakes  not  to:  (i)  sell,  lease,  sublicense  or  distribute  the 
Software,  or  any  part  thereof,  or  otherwise  transfer  the  Software  or  allow  any  third  party  to  use  the 
Software  in any  manner; (ii)  reverse  engineer, decompile,  disassemble or otherwise  reduce to human 
perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software;  (iv) 
copy or allow copies of the Software to be made; (v) make the Software accessible to other users or the 
public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or 
features that prevent or restrict use or copying of any content or that enforce limitations on use of the 
Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) 
remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent 
or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any 
applicable  laws,  rules  or  regulations,  or  for  any  unlawful,  harmful,  irresponsible,  or  inappropriate 
purpose,  or  in  any  manner  that  breaches  this  Agreement,  and/or  (x)  represent  that  it  possesses  any 
proprietary interest in the Software.  
The  License  may  be  further  subject  to  Licensee's  compliance  with  additional  use  restrictions  and/or 
limitations specified in the applicable Order, which, for the avoidance of doubt, are in addition to, and 
without derogating from, any other use restrictions set forth herein.  
2.4 Third Party Software. Licensee acknowledges and agrees that any third party software (“Third Party 
Software”) that provided with the Software is provided under the terms of the license attached/linked 
thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” 
basis. Vayyar is  not liable for any losses or damages  which  may occur resulting from  the  use  of any 
Third Party Software. Vayyar does not possess any proprietary interest in such Third Party Software.   
2.5 Open Source Licenses. The Software includes certain open source code software and materials (as shall 
be listed in the documentation of the Software) (“Open  Source  Software”) that are subject to their 
respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list 
of  conditions  with  respect  to  warranty,  copyright  policy  and  other  provisions.  By  executing  this 
Agreement,  Licensee  undertakes  to  strictly  comply  with the  terms  and  condition  of  the  Open  Source 
Licenses, as may be  amended from time  to time. In order to comply  with the  Open Source Licenses, 
Licensee shall read the respective licenses or notices which are available within the Software's notice 
file,  as  may be  amended  from  time  to  time  by  Vayyar,  at  its  sole  discretion.    In  the  event  of  any 
inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the 
provisions  of  this  Agreement,  the  provisions  of  the  Open  Source  Licenses  shall  prevail.  Without 
derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided 
on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, 
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- 3 -  
the representations and warranties set forth in Section 5 hereunder shall not apply to any Open Source 
Software.  
3. Data  Collection.  Vayyar  does  not  collect  or  receive  any  data  in  connection  with  your  use  of  the 
Software, however, Vayyar does collect certain information about you when you download the SDK 
from   the   Website. Please   see   our Privacy   Policy at https://walabot.com/docs/walabot-privacy-
416?type=pdf for information relating to how we collect, use, and disclose your personal information 
through the Website. 
4. Title & Ownership. VAYYAR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR 
ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source 
Software and Third Party Software therein which are owned by their respective licensors) and/or any 
copies  thereof,  including  without  limitation  any  derivative  works  made  (regardless  of  whether  such 
derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, 
and irrespective of any support and/or assistance Vayyar may, will or had received from Licensee, or 
any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided 
to  Vayyar  pursuant  to  this  Agreement,  shall  remain  Vayyar  ‘s  sole  and  exclusive  property.  All 
Intellectual  Property  Rights  evidenced  by  or  embodied  in  and/or  attached/connected/related  to  the 
Software,  or  part  thereof,  are  and shall  be  owned  solely  and  exclusively  by  Vayyar.  Nothing  in  this 
Agreement shall constitute a waiver of Vayyar’s Intellectual Property Rights under any law, or be in 
any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Vayyar 
and/or the Partner with Feedback, Licensee acknowledges that any and all rights, including Intellectual 
Property Rights in such Feedback shall belong exclusively to Vayyar and Licensee hereby irrevocably 
and unconditionally transfers and assigns to Vayyar all intellectual property rights in such Feedback and 
waives any and all moral rights that Licensee may have in respect thereto. It is further understood that 
use of Feedback, if any, may be made by Vayyar at its sole discretion, and that Vayyar in no way shall 
be obliged to make use of any kind of the Feedback or part thereof.   
5. Warranty.  Vayyar warrants that, to its knowledge, it has the right to grant Licensee the License granted. 
Vayyar’s sole liability for any breach of this warranty or any other warranty under this Agreement shall 
be, at Vayyar’s sole discretion: (i) to replace or repair the Software or the applicable portion thereof; or 
(ii) to terminate this Agreement.   
6. Warranty Exclusions. The warranty set forth in Section 5 is contingent upon Licensee’s proper use of 
the Software, and shall not apply to, and Vayyar expressly disclaims all liability for damage caused by 
abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use 
of Software other than that supplied and supported by Vayyar.  
7. Warranty Disclaimers.   
AS  BETWEEN  LICENSEE  AND  VAYYAR,  EXCEPT  AS  SET FORTH IN  SECTION 5,  THE 
SOFTWARE  IS  PROVIDED  ON  AN  “AS  IS”  AND  “AS  AVAILABLE”  BASIS  WITHOUT 
WARRANTIES  OF  ANY  KIND  INCLUDING,  WITHOUT  LIMITATION,  REPRESENTATIONS, 
WARRANTIES  AND  CONDITIONS  OF  MERCHANTABILITY,  FITNESS  FOR  INTENDED  OR 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET 
LICENSEE’S  REQUIREMENTS  OR  EXPECTATIONS  OR  WILL  ACHIEVE  ANY  SPECIFIC 
RESULTS  AND  THOSE  ARISING  BY  STATUTE  OR  FROM  A  COURSE  OF  DEALING  OR 
USAGE OF TRADE.    
 
VAYYAR  DISCLAIMS  ANY  WARRANTIES  OR  REPRESENTATIONS  PROVIDED  OR  MADE 
TO LICENSEE BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATIONS ARE THE 
SOLE RESPONSIBILITY OF THE PARTNER.   
----------------Page (2) Break----------------
- 4 -  
Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may 
not apply.  
8. High  Risk  Activities.    You  acknowledge  that  the  Software  is  not  fault  tolerant  and  is  not  designed, 
manufactured,  or  intended  for  use  or  resale  as or  in  connection  with on-line  control  equipment  in 
hazardous  or  high  risk  environments  and  activities  requiring  fail-safe  performance  (such  as  in  the 
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct 
life support machines, or weapons systems) in which the failure of the Software could lead directly to 
death, personal injury, or severe physical or environmental damage, and You agree not to use or allow 
the  use  of  the  Software  or  any  portion  thereof  for,  or  in  connection  with,  any  such  environment  or 
activity.  
9. Indemnify. You agree that Vayyar shall have no liability whatsoever for any use made of the Software 
by You or any third party. You hereby agree to defend, indemnify and hold harmless Vayyar and its 
affiliates  and  their  respective  officers,  directors,  agents  and  employees  from  any  and  all  claims, 
damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your 
use of the Software as well as from Your failure to comply with this Agreement.  
10. Limitation of Liability.    
UNDER NO CIRCUMSTANCES SHALL VAYYAR AND/OR ITS AFFILIATES BE LIABLE FOR 
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR 
FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER 
OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR 
THE INABILITY TO USE, THE SOFTWARE.  
VAYYAR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES 
THAT  ARISE  UNDER  OR  IN  CONNECTION  WITH  THIS AGREEMENT,  OR  THAT  RESULT 
FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY 
CIRCUMSTANCE   EXCEED   THE   TOTAL   AMOUNTS,   IF   ANY,   ACTUALLY   PAID   BY 
LICENSEE  TO  VAYYAR  FOR  USING  THE  SOFTWARE  WITHIN  THE  SIX  (6)  MONTHS 
PRECEDING THE DATE OF BRINGING A CLAIM.    
THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY: (I) 
EVEN  IF  VAYYAR  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  DAMAGES  OR 
LOSSES;  (II)  EVEN  IF  ANY  REMEDY  SET  FORTH  HEREIN  FAILS  OF  ITS  ESSENTIAL 
PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.   
11. Export Laws. You agree to comply with applicable export control laws and regulations and that You 
will  not  export,  re-export  or  transfer  the Software or  part  thereof,  or  any  related  technology,  to  any 
prohibited country, end-user or end-use except as in compliance with applicable laws and regulations.  
12. Term and Termination.  This Agreement shall continue until terminated as set forth in this section.  
You  may  terminate  this  Agreement  at  any  time  by  removing the  Software  from  Your  system  and 
destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying 
of the Software or otherwise failing to comply with this Agreement will result in automatic immediate 
termination  of  this  Agreement without  derogating  from  other legal rights  and remedies available  to 
Vayyar in connection thereto. Vayyar reserves the right to terminate this Agreement and the License at 
any time and without notice. Upon termination of this Agreement, the License will terminate and You: 
(i)  will cease  any and all rights to use  the  Software, and (ii)  will remove the  Software  from all  hard 
drives, networks and other storage media and destroy all copies of the Software in your possession or 
under  your control.  The  provisions of Sections 2.3, 2.4, 2.5, 3, 4, and 6 through 13 shall survive  the 
termination, expiration or other ending of this Agreement.  
----------------Page (3) Break----------------
- 5 -  
13. Miscellaneous.  This Agreement represent the complete agreement concerning the Software between 
You and Vayyar and supersedes all prior agreements and representations between You and Vayyar.  If 
any  provision  of  this  Agreement  is  held  to  be  unenforceable  for  any  reason,  such  provision  shall  be 
reformed  only  to  the  extent  necessary  to  make  it  enforceable.  Any  waiver  of any  provision  of  this 
Agreement will be effective only if in writing and signed by Vayyar. This Agreement is personal to You 
and may not be assigned or transferred for any reason whatsoever without the consent of Vayyar and 
any action or conduct in violation of the foregoing shall be void and without effect. Vayyar expressly 
reserves  the  right  to  assign  this  Agreement  and  to  delegate  any  of  its  obligations  hereunder.    This 
Agreement is governed by and construed under the laws of the State of Israel, excluding its conflicts of 
law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or 
relating to this Agreement shall be the state or federal courts located in Tel Aviv, Israel, and You further 
agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any 
such claim or action.  You hereby agree to service of process in accordance with the rules of such courts.  
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled 
to recover costs and attorneys' fees.  
LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  LICENSEE  HAS  READ  THE  TERMS  OF  THIS 
AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET 
FORTH HEREIN. BY CLICKING “I  AGREE” OR  SIMILAR BUTTON, AND/OR  CONTINUING TO 
INSTALL,   ACCESS   OR   USE   THE   SOFTWARE   (AS   APPLICABLE),   LICENSEE   EXPRESSLY 
CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.        
  
----------------Page (4) Break----------------
 
LICENSE AGREEMENT  
IMPORTANT - PLEASE   READ   CAREFULLY   THE   TERMS   OF   THIS   LICENSE   AGREEMENT 
(“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, 
ACCESSING   AND/OR   USING   THE   SOFTWARE   (AS   DEFINED   BELOW),   YOU   EXPRESSLY 
ACKNOWLEDGE  AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR 
“LICENSEE”)  ARE  ENTERING  INTO  A  LEGAL  AGREEMENT  WITH  VAYYAR  IMAGING  LTD.  
(“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY 
BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” 
OR  INSTALL  OR  USE  THE  SOFTWARE  UNTIL  YOU  HAVE  CAREFULLY  READ,  UNDERSTOOD 
AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR 
REQUIREMENTS   UNDER   ANY   LAWS   OR   REGULATIONS   IN   ANY   JURISDICTION   WHICH 
REQUIRE  AN  ORIGINAL  (NON-ELECTRONIC)  SIGNATURE  OR  DELIVERY  OR  RETENTION  OF 
NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.   
IF  YOU  HAVE  PURCHASED  WALABOT  FROM  A  PARTNER,  RESELLER  OR  DISTRIBUTOR 
AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN 
THIS  AGREEMENT  AND  THE  AGREEMENT  ENTERED  BETWEEN  YOU  AND  THE  RESPECTIVE 
PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER  ORDER”), THEN, AS BETWEEN 
YOU  AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY  RIGHTS GRANTED TO YOU IN 
SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN 
CONNECTION   WITH   THE   PARTNER.   IN   THAT   CASE,   YOU   MUST   SEEK   REDRESS   OR 
REALIZATION  OR  ENFORCEMENT  OF  SUCH  RIGHTS  SOLELY  WITH THE PARTNER  AND  NOT 
VAYYAR.   
THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES.  
FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE 
AT WWW.VAYYAR.COM (THE “WEBSITE”).  
1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following 
meaning:  
1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to 
Licensee.  
1.2 “End  User  Order” means any written or electronic order form issued by Vayyar and agreed to by 
Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted 
under this Agreement.   
1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the 
Software.  
1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or 
embodied  in  all:  (i)  inventions  (regardless  of  patentability  and  whether  or  not  reduced  to  practice), 
improvements  thereto,  patents,  patent  applications,  patent  disclosures,  together  with  all  reissuances, 
continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, 
service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, 
derivations  and combinations  thereof,  including  goodwill  associated  therewith,  and  applications, 
registrations,  and  renewals  in  connection  therewith;  (iii)  any  work  of  authorship,  regardless  of 
copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations 
and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in 
connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights 
and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments 
thereof, in whatever form or medium.  
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1.5 “Order” means either Partner Order or End User Order, as the case may be.  
1.6 “Software” means the Walabot software  development  kit in  object  or  source  code  version  including 
sample code, Documentation and any updates and upgrade thereto (to the extent delivered).  
2. License  
2.1 Grant  of  License.    Subject  to  the  terms  and  conditions  of  this  Agreement  and  the  applicable  Order, 
Vayyar grants You, during the  term of this  Agreement,  a  personal, non-exclusive, non-sublicensable, 
non-transferable,   revocable   license   to   use   the   Software   solely   for   Your   own   personal   (and 
noncommercial) use (“License”).   
2.2 Documentation.  Vayyar may make available Documentation to Licensee for Licensee to use solely in 
connection with Licensee’s use of the Software during the term of this Agreement.  Licensee may print 
or  copy  the  Documentation  as  needed  for  its  own  purposes  provided  that  all  copyright  notices  are 
included therein.  The Documentation shall be considered the Confidential Information of Vayyar.      
2.3 Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, 
Licensee shall have no other rights, express or implied, in the Software. Without limiting the generality 
of  the  foregoing,  Licensee  agrees  and  undertakes  not  to:  (i)  sell,  lease,  sublicense  or  distribute  the 
Software,  or  any  part  thereof,  or  otherwise  transfer  the  Software  or  allow  any  third  party  to  use  the 
Software  in any  manner; (ii)  reverse  engineer, decompile,  disassemble or otherwise  reduce to human 
perceivable form the Software’s source code; (iii) modify, revise, enhance or alter the Software;  (iv) 
copy or allow copies of the Software to be made; (v) make the Software accessible to other users or the 
public; (vi) circumvent, disable or otherwise interfere with security-related features of the Software or 
features that prevent or restrict use or copying of any content or that enforce limitations on use of the 
Software; (vii) interfere or attempt to interfere with the integrity or proper working of the Software; (viii) 
remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent 
or other notices, contained in or displayed on or via the Software; (ix) use the Software to violate any 
applicable  laws,  rules  or  regulations,  or  for  any  unlawful,  harmful,  irresponsible,  or  inappropriate 
purpose,  or  in  any  manner  that  breaches  this  Agreement,  and/or  (x)  represent  that  it  possesses  any 
proprietary interest in the Software.  
The  License  may  be  further  subject  to  Licensee's  compliance  with  additional  use  restrictions  and/or 
limitations specified in the applicable Order, which, for the avoidance of doubt, are in addition to, and 
without derogating from, any other use restrictions set forth herein.  
2.4 Third Party Software. Licensee acknowledges and agrees that any third party software (“Third Party 
Software”) that provided with the Software is provided under the terms of the license attached/linked 
thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” 
basis. Vayyar is  not liable for any losses or damages  which  may occur resulting from  the  use  of any 
Third Party Software. Vayyar does not possess any proprietary interest in such Third Party Software.   
2.5 Open Source Licenses. The Software includes certain open source code software and materials (as shall 
be listed in the documentation of the Software) (“Open  Source  Software”) that are subject to their 
respective open source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list 
of  conditions  with  respect  to  warranty,  copyright  policy  and  other  provisions.  By  executing  this 
Agreement,  Licensee  undertakes  to  strictly  comply  with the  terms  and  condition  of  the  Open  Source 
Licenses, as may be  amended from time  to time. In order to comply  with the  Open Source Licenses, 
Licensee shall read the respective licenses or notices which are available within the Software's notice 
file,  as  may be  amended  from  time  to  time  by  Vayyar,  at  its  sole  discretion.    In  the  event  of  any 
inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the 
provisions  of  this  Agreement,  the  provisions  of  the  Open  Source  Licenses  shall  prevail.  Without 
derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided 
on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, 
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- 3 -  
the representations and warranties set forth in Section 5 hereunder shall not apply to any Open Source 
Software.  
3. Data  Collection.  Vayyar  does  not  collect  or  receive  any  data  in  connection  with  your  use  of  the 
Software, however, Vayyar does collect certain information about you when you download the SDK 
from   the   Website. Please   see   our Privacy   Policy at https://walabot.com/docs/walabot-privacy-
416?type=pdf for information relating to how we collect, use, and disclose your personal information 
through the Website. 
4. Title & Ownership. VAYYAR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR 
ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source 
Software and Third Party Software therein which are owned by their respective licensors) and/or any 
copies  thereof,  including  without  limitation  any  derivative  works  made  (regardless  of  whether  such 
derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, 
and irrespective of any support and/or assistance Vayyar may, will or had received from Licensee, or 
any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided 
to  Vayyar  pursuant  to  this  Agreement,  shall  remain  Vayyar  ‘s  sole  and  exclusive  property.  All 
Intellectual  Property  Rights  evidenced  by  or  embodied  in  and/or  attached/connected/related  to  the 
Software,  or  part  thereof,  are  and shall  be  owned  solely  and  exclusively  by  Vayyar.  Nothing  in  this 
Agreement shall constitute a waiver of Vayyar’s Intellectual Property Rights under any law, or be in 
any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Vayyar 
and/or the Partner with Feedback, Licensee acknowledges that any and all rights, including Intellectual 
Property Rights in such Feedback shall belong exclusively to Vayyar and Licensee hereby irrevocably 
and unconditionally transfers and assigns to Vayyar all intellectual property rights in such Feedback and 
waives any and all moral rights that Licensee may have in respect thereto. It is further understood that 
use of Feedback, if any, may be made by Vayyar at its sole discretion, and that Vayyar in no way shall 
be obliged to make use of any kind of the Feedback or part thereof.   
5. Warranty.  Vayyar warrants that, to its knowledge, it has the right to grant Licensee the License granted. 
Vayyar’s sole liability for any breach of this warranty or any other warranty under this Agreement shall 
be, at Vayyar’s sole discretion: (i) to replace or repair the Software or the applicable portion thereof; or 
(ii) to terminate this Agreement.   
6. Warranty Exclusions. The warranty set forth in Section 5 is contingent upon Licensee’s proper use of 
the Software, and shall not apply to, and Vayyar expressly disclaims all liability for damage caused by 
abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use 
of Software other than that supplied and supported by Vayyar.  
7. Warranty Disclaimers.   
AS  BETWEEN  LICENSEE  AND  VAYYAR,  EXCEPT  AS  SET FORTH IN  SECTION 5,  THE 
SOFTWARE  IS  PROVIDED  ON  AN  “AS  IS”  AND  “AS  AVAILABLE”  BASIS  WITHOUT 
WARRANTIES  OF  ANY  KIND  INCLUDING,  WITHOUT  LIMITATION,  REPRESENTATIONS, 
WARRANTIES  AND  CONDITIONS  OF  MERCHANTABILITY,  FITNESS  FOR  INTENDED  OR 
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET 
LICENSEE’S  REQUIREMENTS  OR  EXPECTATIONS  OR  WILL  ACHIEVE  ANY  SPECIFIC 
RESULTS  AND  THOSE  ARISING  BY  STATUTE  OR  FROM  A  COURSE  OF  DEALING  OR 
USAGE OF TRADE.    
 
VAYYAR  DISCLAIMS  ANY  WARRANTIES  OR  REPRESENTATIONS  PROVIDED  OR  MADE 
TO LICENSEE BY THE PARTNER. SUCH WARRANTIES AND REPRESENTATIONS ARE THE 
SOLE RESPONSIBILITY OF THE PARTNER.   
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Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may 
not apply.  
8. High  Risk  Activities.    You  acknowledge  that  the  Software  is  not  fault  tolerant  and  is  not  designed, 
manufactured,  or  intended  for  use  or  resale  as or  in  connection  with on-line  control  equipment  in 
hazardous  or  high  risk  environments  and  activities  requiring  fail-safe  performance  (such  as  in  the 
operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct 
life support machines, or weapons systems) in which the failure of the Software could lead directly to 
death, personal injury, or severe physical or environmental damage, and You agree not to use or allow 
the  use  of  the  Software  or  any  portion  thereof  for,  or  in  connection  with,  any  such  environment  or 
activity.  
9. Indemnify. You agree that Vayyar shall have no liability whatsoever for any use made of the Software 
by You or any third party. You hereby agree to defend, indemnify and hold harmless Vayyar and its 
affiliates  and  their  respective  officers,  directors,  agents  and  employees  from  any  and  all  claims, 
damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your 
use of the Software as well as from Your failure to comply with this Agreement.  
10. Limitation of Liability.    
UNDER NO CIRCUMSTANCES SHALL VAYYAR AND/OR ITS AFFILIATES BE LIABLE FOR 
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR 
FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER 
OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR 
THE INABILITY TO USE, THE SOFTWARE.  
VAYYAR’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES 
THAT  ARISE  UNDER  OR  IN  CONNECTION  WITH  THIS AGREEMENT,  OR  THAT  RESULT 
FROM LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, SHALL NOT IN ANY 
CIRCUMSTANCE   EXCEED   THE   TOTAL   AMOUNTS,   IF   ANY,   ACTUALLY   PAID   BY 
LICENSEE  TO  VAYYAR  FOR  USING  THE  SOFTWARE  WITHIN  THE  SIX  (6)  MONTHS 
PRECEDING THE DATE OF BRINGING A CLAIM.    
THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY: (I) 
EVEN  IF  VAYYAR  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  ANY  DAMAGES  OR 
LOSSES;  (II)  EVEN  IF  ANY  REMEDY  SET  FORTH  HEREIN  FAILS  OF  ITS  ESSENTIAL 
PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.   
11. Export Laws. You agree to comply with applicable export control laws and regulations and that You 
will  not  export,  re-export  or  transfer  the Software or  part  thereof,  or  any  related  technology,  to  any 
prohibited country, end-user or end-use except as in compliance with applicable laws and regulations.  
12. Term and Termination.  This Agreement shall continue until terminated as set forth in this section.  
You  may  terminate  this  Agreement  at  any  time  by  removing the  Software  from  Your  system  and 
destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying 
of the Software or otherwise failing to comply with this Agreement will result in automatic immediate 
termination  of  this  Agreement without  derogating  from  other legal rights  and remedies available  to 
Vayyar in connection thereto. Vayyar reserves the right to terminate this Agreement and the License at 
any time and without notice. Upon termination of this Agreement, the License will terminate and You: 
(i)  will cease  any and all rights to use  the  Software, and (ii)  will remove the  Software  from all  hard 
drives, networks and other storage media and destroy all copies of the Software in your possession or 
under  your control.  The  provisions of Sections 2.3, 2.4, 2.5, 3, 4, and 6 through 13 shall survive  the 
termination, expiration or other ending of this Agreement.  
----------------Page (3) Break----------------
- 5 -  
13. Miscellaneous.  This Agreement represent the complete agreement concerning the Software between 
You and Vayyar and supersedes all prior agreements and representations between You and Vayyar.  If 
any  provision  of  this  Agreement  is  held  to  be  unenforceable  for  any  reason,  such  provision  shall  be 
reformed  only  to  the  extent  necessary  to  make  it  enforceable.  Any  waiver  of any  provision  of  this 
Agreement will be effective only if in writing and signed by Vayyar. This Agreement is personal to You 
and may not be assigned or transferred for any reason whatsoever without the consent of Vayyar and 
any action or conduct in violation of the foregoing shall be void and without effect. Vayyar expressly 
reserves  the  right  to  assign  this  Agreement  and  to  delegate  any  of  its  obligations  hereunder.    This 
Agreement is governed by and construed under the laws of the State of Israel, excluding its conflicts of 
law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or 
relating to this Agreement shall be the state or federal courts located in Tel Aviv, Israel, and You further 
agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any 
such claim or action.  You hereby agree to service of process in accordance with the rules of such courts.  
In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled 
to recover costs and attorneys' fees.  
LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  LICENSEE  HAS  READ  THE  TERMS  OF  THIS 
AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET 
FORTH HEREIN. BY CLICKING “I  AGREE” OR  SIMILAR BUTTON, AND/OR  CONTINUING TO 
INSTALL,   ACCESS   OR   USE   THE   SOFTWARE   (AS   APPLICABLE),   LICENSEE   EXPRESSLY 
CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.        
  
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USA

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