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Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Terms and Conditions for Sale and Use

WARNING:

Please

read

these

Terms

and

Conditions

for

Sale
and

Use

(“Terms”)

carefully.

Failure

to

follow

all

of

the

safety
and

usage

instructions

in

these

Terms

may

result

in

electric
shock,

fire

and/or

serious

injury.

SAVE

THESE

TERMS.

These

Terms

are

the

terms

and

conditions

upon

which

Vayyar
Imaging

Ltd.

and

its

affiliates

(collectively,

the

“Seller”)

makes
all

sales

of

the

Seller’s

3D

imaging

sensor

board

known

as
Walabot

sensor

(“Hardware”),

its

related

software

(“Software”)

and

any

and

all

ancillary

products

(collectively, the

“Product”)

and

constitute

an

agreement

between

the

Seller and

the

entity

purchasing

the

Product

(the

“Buyer”).
Acceptance

of

all

purchase

orders

is

expressly

made

conditional
upon

these

Terms,

without

modification

or

addition.

The

Seller
expressly

disclaims

any

other

terms

and

conditions

of

sale.
Notwithstanding

anything

herein

to

the

contrary,

any

download,
acceptance

or

use

by

the

buyer

of

any

Product

and/or

Software
shall

constitute

an

irrevocable

acceptance

of

these

Terms.

The
Seller

hereby

reserves

the

right

to

modify

these

Terms

at

any
time.

If

the

Buyer

disagrees

to

be

bound

by

these

Terms

the
Buyer

will

cease

any

use

of

the

Product.

1.

ORDERING

The

Buyer

shall

order

the

Product

by

issuing

an

irrevocable
purchase

order

in

a

form

acceptable

to

the

Seller

which

may

be
accepted

or

rejected

by

the

Seller,

subject

to

availability

or

other
reasonable

reasons.

The

Seller

will

use

reasonable

commercial
efforts

to

approve

or

reject

purchase

orders

within

10

business
days

and

in

case

of

no

response

it

shall

be

deemed

as

rejection.
The

Seller

shall

have

no

liability

to

the

Buyer

as

a

result

of refusal

of

any

such

orders

submitted.

No

order

shall

bind

the
Seller

until

accepted

by

its

authorized

representative.

Following
acceptance,

this

purchase

order

may

be

cancelled

or
rescheduled

by

the

Seller

for

reasonable

reason

at

any

stage
before

receiving

shipment

notification.

Each

purchase

order
shall

include

a

description

of

the

ordered

Product,

quantity
(which

shall

not

exceed

10

Product

units

per

buyer),

total

cost in

accordance

with

the

Seller’s

applicable

quotation,

shipping
location

and

method

of

payment.

If

the

terms

and

conditions

of
the

Buyer

purchase

order

conflict,

in

whole

or

in

part,

with

the
provisions

of

these

Terms,

such

terms

and

conditions

set

forth in

the

Buyer

purchase

orders

shall

be

of

no

force

or

effect
whatsoever.

In

the

event

that

the

Buyer

is

interested

in

ordering
more

than

10

Product

units,

the

Buyer

may

contact

the

Seller

at
support@walabot.com.

2.

PRICE AND PAYMENT

Prices

for

the

Product

are

set

forth

in

the

Seller’s

website,

at
www.walabot.com.

All

prices

are

exclusive

of

insurance,

duties
and

other

charges

related

thereto.

All

prices

are

also

exclusive of

shipping

costs

unless

otherwise

noted

on

the

Seller’s

website.
Such

charges

when

applicable

will

appear

as

separate

additional
items

on

the

quotation

and

invoice.

Unless

otherwise

specified
by

the

Seller

in

writing,

payment

terms

are

in

United

States
Dollars,

upon

the

purchase

of

the

Product.

The

Seller,

at

its discretion,

may

require

reasonable

advance

assurances

of payment

through

irrevocable

bank

letters

of

credit

or

otherwise. Even

after

the

Seller’s

acceptance

of

an

order,

shipments

or deliveries

will,

at

all

times,

be

subject

to

the

Seller’s

approval and

the

Seller

may

at

any

time

decline

to

make

any

shipments or

deliveries

until

receipt

of

payment

or

upon

additional

terms and

conditions

or

security

are

satisfactory

to

the

Seller.

The buyer

shall

not

have

the

right

to

any

set-off

with

respect

to

any due

payment.

The

Seller

reserves

the

right

to

declare

all

sums immediately

due

and

payable

hereunder

for

any

breach

of

these

Terms

including,

without

limitation,

failure

to

comply

with
credit

terms.

3.

TAXES

All

amounts

paid

hereunder

are

net

and

exclusive

of

any

taxes,
including

value

added

tax,

sales

tax

or

withholding

tax,

all

of
which

shall

be

the

responsibility

of

the

Buyer.

4.

TITLE AND DELIVERY

Title

and

the

risk

of

loss

or

damage

to

the

Product

shall

pass

to
the

Buyer

upon

delivery

of

Product

to

a

common

carrier

at

the
Seller’s

shipment

facility,

carrier

acting

as

the

Buyer

agent.

The
Seller

may

choose

the

method

of

shipment

in

its

discretion.

If the

Buyer

delays

shipment,

any

Products

held

for

the

Buyer
during

any

such

delay

shall

be

at

the

Buyer’s

risk

and

expense.
The

Seller

shall

make

commercially

reasonable

efforts

to

meet
the

date(s)

quoted

or

acknowledged;

however,

the

Buyer
understands

that

delivery

is

dependent

on

third

parties

which are

outside

the

Seller’s

control

and

thus,

in

no

event

will

the Seller

be

liable

for

any

delays.

In

the

event

of

any

such

delay, the

date

of

delivery

shall

automatically

be

extended

for

a

period equal

to

the

time

lost

by

reason

of

the

delay.

In

the

event

that the

Seller

for

any

reason,

has

insufficient

supplies

of

Product

to meet

future

demand

or

accepted

offers,

the

Seller

shall

contact the

Buyer

within

a

reasonable

time

and

offer

the

Buyer

to

either: (i)

cancel

the

order

in

which

case

the

Seller

shall

refund

the Buyer

all

amounts

paid;

or

(ii)

wait

until

the

Seller

has

the Product

in

stock

in

which

case

the

Buyer

shall

deliver

the Product

to

the

Buyer

once

in

stock

(and

hold

the

Buyer’s payment).

5.

RESTRICTIONS

Except

as

explicitly

provided

in

these

Terms

or

expressly
permitted

by

applicable

law,

the

Seller

does

not

permit

or
authorize

distributors,

end

users

or

any

other

third

party

to:

(a)
disassemble

or

reverse

engineer

the

Product,

including

the
Software;

(b)

copy,

modify,

enhance

or

otherwise

create
derivative

works

of

the

Product;

(c)

tamper

with

any

security
features

of

the

Product;

or

(d)

remove

any

notices

(including
copyright

or

patent

notices)

from

the

Product.

The

Buyer
represents

and

warrants

that

no

Product

will

be

used,

made
available

for

use,

or

diverted

to

use

in

any

activities

relating

to
the

construction,

design,

development,

fabrication,
maintenance,

operation,

stockpiling,

testing

or

use

of:

(i)
nuclear

weapons

or

nuclear

explosive

devices,

or

facilities

or
components

of

facilities

for

chemical

processing

of

irradiated
special

nuclear

or

source

material,

heavy

water

production,
separation

of

isotopes

of

source

and

special

nuclear

material,

or
fabrication

of

nuclear

reactor

fuel

containing

plutonium,

or
safeguarded

or

unsafeguarded

nuclear

facilities;

(ii)

maritime
nuclear

propulsion

projects

including

any

machinery,

devices,
components

or

equipment

specifically

developed

or

designed
for

use

in

such

plants

or

facilities;

(iii)

chemical

or

biological
----------------Page (0) Break----------------

weapons,

or

their

precursors,

or

any

other

weapons

of

mass
destruction;

(iv)

rocket

systems

or

ballistic

missile

systems

or
any

other

weapon

whatsoever;

or

(v)

any

other

activities

or

uses
which

do

not

comply

with

applicable

laws.

The

Buyer

further
represents

and

warrants

that

the

Product

will

be

used,

made
available

for

use,

or

diverted

only

to

territories

which

are
covered

by

the

regulatory

approval

of

the

country

of

shipment.
The

Buyer

represents

and

warrants

that

the

Product

or

the
underlying

intellectual

property

rights

will

not

be

made
available:

(1)

to

persons

or

entities

that

commit,

threaten

to
commit

or

support

terrorism;

or

(2)

to

the

following

countries:
North

Korea,

Iran,

Syria,

Lebanon,

Cuba,

Iraq,

Libya

and

the
Palestinian

Authority

without

the

prior

written

consent

of

the
Seller.

6.

PRODUCT INSPECTION AND PRODUCT RETURN

The

Buyer

will

inspect

the

Product

at

its

destination

promptly
upon

arrival.

The

Buyer

has

up

to

14

days

following

arrival

to
inspect

the

Product,

subject

to

applicable

law.

If

a

Product

is
believed

to

be

defective,

the

Buyer

will

return,

at

the

Buyer’s
cost,

the

allegedly

defective

Product

to

the

Seller

accompanied
by

a

full

description

of

such

alleged

defect.

If

the

Seller
determines

that

any

returned

Product

is

not

defective,

the

Seller
will

return

the

Product

to

the

Buyer

at

the

Buyer’s

expense,
freight

collect,

along

with

a

written

statement

setting

forth

the
Seller’s

conclusion

that

the

returned

Product

was

not

defective,
and

the

Buyer

agrees

to

pay

the

Seller’s

reasonable

cost

of
handling

and

testing.

Upon

determining

that

a

returned

Product
is

defective,

and

subject

to

the

terms

and

conditions

of applicable

law,

the

Seller,

at

its

option

may:

(i)

repair

or

replace the

Product

and

ship

the

repaired

or

replaced

Product

to

the Buyer,

reimburse

the

shipping

cost

of

returning

the

Product

at the

Seller’s

expense;

or

(ii)

refund

the

purchase

price

and

return shipping

cost

(if

already

paid).

Any

replacement

Product

will be

warranted

under

these

Terms

for

the

remainder

of

the original

warranty

period.

7.

LIMITED

WARRANTY

The

Seller

warrants,

for

6

months

or

as

required

by

law

or
regulation,

from

date

of

initial

shipment

to

the

Buyer

with
respect

to

the

Hardware,

that

it

will

be

free

from

material
defects

in

materials,

workmanship

and

design

(the

“Hardware
Warranty”).

The

Seller

warrants,

for

1

month

or

as

required

by
law

or

regulation,

from

date

of

initial

shipment

to

the

Buyer
with

respect

to

the

Software,

that

it

will

comply

with

the
Product’s

applicable

specifications

and

documentation

(the
“Software

Warranty”

and

together

with

the

Hardware
Warranty,

the

“Product

Warranty”).

The

Product

Warranty
shall

not

apply

to,

normal

wear

and

aging

(i.e.

scratches

on
plastic

etc.),

or

any

Software

or

Hardware

which

the

Seller
determines

has,

by

the

Buyer

or

otherwise,

been

subject

to
operating

or

environmental

conditions

not

in

accordance

with the

applicable

specifications,

or

have

otherwise

been

subject

of
mishandling,

misuse,

neglect,

improper

testing,

repair,
alteration

or

damage.

Furthermore,

the

Buyer

hereby
acknowledges

that

the

Seller’s

website

may

display

various
functionalities,

potential

applications

and

performance

options
of

the

Product

(“Use

Concepts”).

These

represent

applications
that

the

Seller

is

actively

working

to

develop,

however,
currently

such

Use

Concepts

are

provided

for

demonstration
purposes

and

are

intended

as

examples

of

concepts

rather

than
specific

finished

applications.

The

Seller

does

not

warrant

that
the

Product

will

actually

support

all

Use

Concepts

immediately
upon

release.

The

Seller

will

aim

to

assist

developers,

with
documentation

and

tools

but

is

not

required

to

provide

support to

any

Product

or

a

Buyer’s

product

which

contains

the

Product
based

upon

such

Use

Concepts.

EXCEPT

AS

EXPRESSLY
SET

FORTH

ABOVE,

THE

PRODUCT

IS

PROVIDED

“AS
IS”,

AND

NO

OTHER

WARRANTIES,

EITHER
EXPRESSED

OR

IMPLIED,

ARE

MADE

WITH

RESPECT
TO

THE

PRODUCT,

INCLUDING,

WITHOUT
LIMITATION,

THE

IMPLIED

WARRANTIES

OF
MERCHANTABILITY

AND

FITNESS

FOR

A
PARTICULAR

PURPOSE.

IN

THE

CASE

OF

A
HARDWARE

WARRANTY

CLAIM,

THE

BUYER’S

SOLE
AND

EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

HARDWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

SENDING

A
REPLACEMENT

OF

THE

PRODUCT

OR

REFUNDING
THE

AMOUNT

PAID.

IN

THE

CASE

OF

A

SOFTWARE
WARRANTY

CLAIM,

THE

BUYER’S

SOLE

AND
EXCLUSIVE

REMEDY

FOR

ANY

BREACH

OF

THE
FOREGOING

LIMITED

SOFTWARE

WARRANTY

WILL
BE,

AT

THE

SELLER’S

OPTION,

A

FIX,

PATCH

OR
WORKAROUND

TO

THE

SOFTWARE,

WHICH

MAY

BE
INCLUDED

IN

A

FUTURE

SOFTWARE

RELEASE,

AT

NO
ADDITIONAL

CHARGE

OR

REFUNDING

THE

AMOUNT
PAID.

THE

SELLER

DOES

NOT

WARRANT

THAT

THE
OPERATION

OF

THE

PRODUCT

WILL

BE
UNINTERRUPTED

OR

ERROR-FREE.

It

is

hereby

clarified
that

the

Seller

does

not

provide

any

warranties

of

any

kind

to any

of

the

Buyer’s

customers

or

with

respect

to

the

Buyer’s
products.

8.

INDEMNITY

If

any

Product

is

in

the

opinion

of

the

Seller

likely

to,

or

does,
become

the

subject

of

a

claim

for

patent

infringement,

the

Seller
may,

at

its

sole

option,

procure

for

the

Buyer

the

right

to
continue

using

the

Product

or

modify

it

to

become

non-
infringing.

If

the

Seller

is

not

reasonably

able

to

modify

or
otherwise

secure

for

the

Buyer

the

right

to

continue

using

the
Product,

the

Buyer

shall

return

the

Product

to

the

Seller

and cease

any

use

thereof

and

the

Seller

upon

the

acceptance

of

the Product

shall

refund

the

Buyer

the

amounts

actually

paid.

The Seller

shall

not

be

liable

to

the

Buyer

for

any

amounts,

damages, losses

or

expense,

including

refunds

of

the

Product

with

respect to

any

infringement

or

claim

based

upon:

(i)

the

combination

or incorporation

of

the

Product

with

other

products

not

supplied by

the

Seller,

to

the

extent

that

the

infringement

results

from such

combination

or

incorporation

of

the

Product;

(ii)

the modification

by

the

Buyer

of

the

Product

not

contemplated

by these

Terms

or

authorized

by

the

Seller;

(iii)

the

Buyer’s negligence

or

willful

misconduct;

(iv)

any

use

by

the

Buyer

of a

Product

in

violation

of

these

Terms;

or

(v)

the

Buyer’s

use

of a

Product

in

connection

with

any

product

where

there

may

be reasonable

risk

to

human

life

or

bodily

injury.

In

all

the

cases (i)

through

(v)

above,

and

for

claims

by

third

parties

against

the Seller

related

to

use

of

the

Product,

or

the

violation

of

law

or regulation

in

the

marketing,

sale

or

promotion

of

any

the Buyer’s

products,

the

Buyer

shall

hold

the

Seller

----------------Page (1) Break----------------

harmless

and indemnify

the

Seller

from

any

damage,

loss,

liability

and/or expenses

(including

reasonable

attorneys’

fees)

upon

Seller’s first

request.

9.

LIMITATION OF REMEDIES AND DAMAGES

THE

BUYER’S

SOLE

REMEDY

AND

THE

SELLER’S
ENTIRE

LIABILITY

ARE

AS

SET

FORTH

ABOVE.

IN

NO
EVENT

SHALL

THE

SELLER

OR

ANY

OF

ITS
SUPPLIERS,

LICENSORS,

DIRECTORS,

OFFICERS,
EMPLOYEES

OR

AFFILIATES

BE

LIABLE

TO

THE
BUYER

FOR

ANY

CONSEQUENTIAL,

INCIDENTAL,
INDIRECT,

SPECIAL

OR

SIMILAR

DAMAGES
WHATSOEVER

(INCLUDING,

WITHOUT

LIMITATION,
DAMAGES

FOR

LOSS

OF

BUSINESS

PROFITS,
BUSINESS

INTERRUPTION

AND

THE

LIKE),

WHETHER
FORESEEABLE

OR

UNFORESEEABLE,

ARISING

OUT
OF

THE

USE

OR

INABILITY

TO

USE

THE

PRODUCT

OR
ACCOMPANYING

WRITTEN

MATERIALS,
REGARDLESS

OF

THE

BASIS

OF

THE

CLAIM

AND
EVEN

IF

THE

SELLER

OR

ITS

REPRESENTATIVE

HAS
BEEN

ADVISED

OF

THE

POSSIBILITY

OF

SUCH
DAMAGE.

TO

THE

EXTENT

PERMITTED

BY

LAW,

THE
SELLER’S

LIABILITY

TO

THE

BUYER

FOR

DIRECT
DAMAGES

FOR

ANY

CAUSE

WHATSOEVER,
INCLUDING

AS

RESULT

OF

BUYER’S

USE

OF

IN-WALL
IMAGING

APPLICATIONS

(AS

DEFINED

BELOW)

OR
OTHER

APPLICATIONS,

AND

REGARDLESS

OF

THE
BASIS

OF

THE

FORM

OF

THE

ACTION,

WILL

BE
LIMITED

TO

THE

AMOUNT

PAID

TO

THE

SELLER

FOR
THE

APPLICABLE

PURCHASE

ORDER

THAT

GAVE
RISE

TO

THE

CLAIM

OR

ACTION,

AND

IF

NO

SUCH
SINGLE

PURCHASE

ORDER

IS

SO

APPLICABLE,

THEN
THE

SELLER’S

LIABILITY

SHALL

NOT

EXCEED

THE
AMOUNT

PAID

BY

THE

BUYER

TO

THE

SELLER
HEREUNDER

FOR

THE

APPLICABLE

PRODUCT
(EXCLUDING

ANY

TRANSPORTATION,

INSURANCE,
TAXES,

DUTIES

AND

OTHER

CHARGES).

Some
jurisdictions

do

not

allow

the

exclusion

of

certain

warranties

or
the
exclusion
or

limitation

of

liability

for

consequential

or
incidental

damages,

so

the

warranties

and

limitations

above
may

not

apply

to

the

Buyer.

10.

INTELLECTUAL PROPERTY AND LICENSE

As
between
the

parties,

all

right,

title

and

interest

to

any
intellectual

property

rights

embodied

in

the

Product

(including
the

Software)

and

all

inventions,

works

of

authorship,
derivative

works,

developments

or

improvements

thereof

(all

of
the

foregoing,

the

“Seller

IP”)

shall

remain

with

the

Seller.
Subject

to

the

terms

and

conditions

of

these

Terms,

the

Seller
grants

the

Buyer

a

limited,

non
-e
xclusive,

non
-t
ransferable
license,

without

the

right

to

sublicense,

to:

(a)

integrate,

without
modification,

the

Product

and

related

documentation

within

the
Buyer’s

product/s;

(b)

except

as

permitted

under

the

Software’s
End

User

License,

to

distribute

the

Product

and

related
documentation

only

as

part

of

the

Buyer’s

products

and

related
documentation

and

not

as

a

stand-alone

product;

and

(c)
internally

use

the

Product

and

related

documentation

solely

for
its

personal

non-commercial

use

and

in

compliance

with

these
Terms.

For

the
avoidance
of

doubt,

the

Buyer

shall

not
distribute

or

re-sell

the

Product

‘as

is’.

Furthermore,

the

Buyer

may

provide

suggestions,

comments

or
other

feedback

to

the

Seller

regarding

the

Product,

its
technology

and

business,

including

but

not

limited

to,

new
features,

functionality,

techniques

or

business

methods

whether
by

mail,

through

any

blog

or

survey

system

managed

by

the
Seller

or

in

any

other

manner

(“Feedback”).

The

Seller

highly
values

and

appreciates

Feedback

and

will

use

it,

among

other
things,

to

improve

the

Product

and

foster

collaborative

group
projects

within

the

community.

As

a

result

all

comments

and
suggestions

are

granted

to

the

Seller

and

any

of

its
representatives

a

perpetual,

worldwide,

no-charge,

royalty-free,
irrevocable,

non-exclusive

license

to

reproduce,

prepare
derivative

works

of,

publicly

display,

publicly

perform,
sublicense,

and

distribute

the

Buyer’s

Feedback

and

such
derivative

works.

The

Buyer

further

hereby

grants

to

the

Seller
and

to

representatives

a

perpetual,

worldwide,

non-exclusive,
no-charge,

royalty-free,

irrevocable

patent

license

to

make,
have

made,

use,

offer

to

sell,

sell,

import,

and

otherwise

transfer
the

Buyer’s

Feedback,

where

such

license

applies

to

the

Buyer’s
patent

claims

(including

any

patent

claims

of

the

Buyer’s
affiliates)

that

are

related

to

the

Buyer’s

Feedback

or

that

are
necessarily

infringed

by

the

Buyer’s

Feedback.

Without
derogating

from

the

above,

the

Buyer

hereby

waives

any

right to

the

Feedback,

including

but

not

limited

to,

any

right

for
royalties

or

any

other

consideration.

The

Buyer

represents

that
the

Buyer

is

legally

entitled

to

grant

the

above

licenses.

If

the
Buyer’s

employer(s)

has

rights

to

intellectual

property

that

the
Buyer

creates

that

includes

the

Buyer’s

Feedback,

the

Buyer
represents

that

the

Buyer

has

received

permission

to

provide
Feedback

on

behalf

of

that

employer,

that

the

Buyer’s

employer
has

waived

such

rights

for

the

Buyer’s

Feedback

to

the

Seller, or

that

the

Buyer’s

employer

has

executed

these

Terms.

11.

HIGH RISK ACTIVITIES AND IN-WALL IMAGING
APPLICATIONS

The

Buyer

hereby

acknowledges

that

the

Product

is

not

fault
tolerant

and

is

not

designed,

manufactured,

or

intended

for

use
or

resale

as

on-line

control

equipment

in

hazardous

or

high

risk
environments

and

activities

requiring

fail-safe

performance
(such

as

in

the

operation

of

aircraft

navigation

or
communication

systems,

air

traffic

control,

direct

life

support
machines,

or

weapons

systems)

in

which

the

failure

of

the
Product

could

lead

directly

to

death,

personal

injury,

or

severe
physical

or

environmental

damage,

and

the

Buyer

hereby

agrees
not

to

use

or

allow

the

use

of

the

Product

or

any

portion

thereof
for,

or

in

connection

with,

any

such

environment

or

activity.

As
a condition
for

making

use

of

the

Product

for

in-wall
imaging

applications

(“In-Wall

Imaging

Applications”),

the
Buyer

hereby

acknowledges

and

confirms

that

it

may

not

detect
live

wires,

pipes

or

similar

objects

and

substances,

such

as,

but
not

limited

to,

wires

in

a

metal

conduit

or

behind

metalized

or
conductive

surfaces

and/or

pipes.

The

Buyer

acknowledges

that
the

Product

should

not

be

relied

on

exclusively

to

locate

items
below

a

scanned

surface

and

other

information

sources

should be

used
to

help

locate

items

before

penetrating

a

scanned
surface,

including,

without

limitation,

construction

plans,
visible

points

of

entry

of

pipes

and

wiring

into

walls.

Prior

to
penetrating

a

surface

(such

as

with

a

drill,

router,

saw

or

nail),
the

Buyer

shall

exercise

extreme

caution

and

safety,

including,
but
not
limited

to,

shutting

off

the

electrical

power,

gas

and
----------------Page (2) Break----------------

water

supplies.

The

Buyer

acknowledges

that

cutting

or

drilling
into

these

items

when

operational

can

result

in

personal

injury or

physical

damage.

Buyer

shall

ensure

that

any

third

party

that
operates

the

Product

is

aware

of

these

Terms,

including,

without
limitation,

this

Section.

12. EXPORT & IMPORT COMPLIANCE

The Buyer shall not transfer, export or re-export any Product or
part thereof (collectively “goods”), or any related technology
except in full compliance with export controls administered by
the

U.S.,

EU,

and

Israel, and

any

other

applicable

import

and

use

restrictions.

The

Buyer shall

be

solely

responsible

for

ensuring

compliance

with

and

obtaining

all

required

approvals

to

facilitate

the

export

of

any Products,

including

outside

of

the

U.S.

and

Israel.

The goods will be imported on behalf of the Buyer. The Buyer
authorizes the Seller to import the goods on its behalf. Further,
the Buyer agrees that the Seller may delegate the obligation to
import the goods on its behalf to a subcontractor (e.g., customs
broker). The Buyer will pay the taxes and duties in addition with
the purchase price of the goods.

13. CONSUMER LAWS

Despite any other section of these Terms, if any legislation
affects your rights under these Terms (a “Consumer Law”),
then to the extent that any term or section contained in these
Terms: (i) becomes void or unenforceable for any reason; or (ii)
would be unfair under the applicable Consumer Law if applied
or relied upon in a particular way; that term or section shall be
severed such that all remaining terms and sections of these
Terms shall continue to be in full force and effect and be
unaffected by the severance of any other term or provision. No
section of these Terms excludes or modifies any right or
remedy, or any guarantee, warranty or other term or condition
implied or imposed by any Consumer Law which cannot
lawfully be excluded, limited or modified.

14. GENERAL

These Terms shall constitute the final, complete and exclusive
agreement of the parties with respect to all sales of Product by
the Seller to the Buyer and shall supersede all prior offers,
negotiations, understandings and agreements. No additional or
different terms or conditions, whether material or immaterial,
shall become a part of any agreement, including these Terms,
unless expressly accepted in writing by an authorized officer of
the Seller. These Terms are not assignable by the Buyer. These
Terms are binding on the parties and their respective successors
and permitted assigns. Any waiver by the Seller of one or more
of these terms and conditions or any defaults hereunder shall not
constitute a waiver of the remaining terms and conditions or of
any future defaults hereunder. No failure or delay on the part of
the Seller in exercising or enforcing any right hereunder shall
operate as a waiver thereof or preclude any other exercise or
enforcement of rights hereunder. Any provision of these Terms
that is prohibited or unenforceable under applicable law shall be
ineffective to the extent of such prohibition or
unenforceability, without impairing or invalidating the
remaining provisions of these terms and conditions. These
Terms and all performance and disputes arising out of or related
to goods in question, shall be governed by the laws of the State
of Israel, without reference to conflict of laws principles. The
parties hereby irrevocably agree to submit any claim arising out
of or related to these terms and conditions to the competent
courts of Tel-Aviv.

Last updated: May 31, 2020

----------------Page (3) Break----------------

Vayyar Imaging Ltd.

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

Kundendienst:

[email protected]

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