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  • DIY
  • Makers
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LICENSE AGREEMENT IMPORTANT - PLEASE READ CAREFULLY THE TERMS OF THIS LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING “I AGREE” OR OTHER SIMILAR BUTTON OR BY INSTALLING, ACCESSING AND/OR USING THE SOFTWARE (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH VAYYAR IMAGING LTD. (“VAYYAR”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. DO NOT SELECT “I AGREE” OR INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU HAVE PURCHASED WALABOT FROM A PARTNER, RESELLER OR DISTRIBUTOR AUTHORIZED BY VAYYAR (“PARTNER”), TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THIS AGREEMENT AND THE AGREEMENT ENTERED BETWEEN YOU AND THE RESPECTIVE PARTNER, INCLUDING ANY PURCHASE ORDER (“PARTNER ORDER”), THEN, AS BETWEEN YOU AND VAYYAR, THIS AGREEMENT SHALL PREVAIL. ANY RIGHTS GRANTED TO YOU IN SUCH PARTNER ORDER WHICH ARE NOT CONTAINED IN THIS AGREEMENT, APPLY ONLY IN CONNECTION WITH THE PARTNER. IN THAT CASE, YOU MUST SEEK REDRESS OR REALIZATION OR ENFORCEMENT OF SUCH RIGHTS SOLELY WITH THE PARTNER AND NOT VAYYAR. THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES. FOR COMMERCIAL PURPOSES PLEASE CONTACT VAYYAR THROUGH THE VAYYAR WEBSITE AT WWW.VAYYAR.COM (THE “WEBSITE”). 1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meaning: 1.1 “Documentation” means the user’s guides and technical manuals delivered by Vayyar and/or Partner to Licensee. 1.2 “End User Order” means any written or electronic order form issued by Vayyar and agreed to by Licensee by clicking and/or execution, as applicable, for the provision of the applicable license granted under this Agreement. 1.3 “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the Software. 1.4 “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium. ----------------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----------------

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