walabot-eula-windows-june2018 | Award Winning Wall Scanner & Stud Finder

Hilfe
Vertriebspartner
- United States/Global
- Europe
- Germany
- Canada
- United Kingdom
- Australia

DIY
Makers
Home
Hilfe
Vertriebspartner

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.
----------------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.
----------------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.
----------------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.
----------------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.
----------------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.
----------------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.
----------------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.
----------------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.
----------------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----------------

Vayyar Imaging Ltd.

Lageradresse:

Aero Fulfillment Services
6023 Union Centre Blvd
Fairfield, OH 45014
USA

Kundendienst:

[email protected]

Unternehmen

Über uns
Händler
Kontakt
Rückgabeverlangen

Datenschutz und Nutzungsbedingungen

Rechtliche Hinweise
Rückgaberecht
Pressemappe
Cookie Consent

Wir akzeptieren

©Walabot 2020 • Vayyar Imaging