SDK License Agreement

This SDK License Agreement (“Agreement“) is an Agreement between you and Cellepathy Inc.,(the “Company”) and shall apply to all use of Software Development Kit and any associated documentation, software code or other materials made available by Company in order to allow you to integrate the Company service capability (collectively referred to in this agreement as the “SDK“). By using the SDK, you are agreeing to this Agreement. If you do not agree to this Agreement, you may not and should not use the SDK. This Agreement shall become in effect upon the date in which you executed this Agreement below.

RIGHT TO USE

Subject to the terms of this Agreement and during the Term, Company grants and you accept a non-transferable, non-assignable (without right of sublicense), non exclusive right to use the SDK and integrate the Company service capability in your application. You must require any of your end users to agree to terms of use that protect the SDK as much as the terms herein.

You shall solely receive the right to use the SDK under the terms herein. It is agreed that the SDK or any part thereof is not sold to you.

While the Company shall use all reasonable efforts to ensure the availability of the access to the SDK, it is understandable and agreed that there will be times when the SDK will not be available to you. It is therefore agreed that the Company shall not be liable for any Service unavailability and you hereby waive any claims regarding the unavailability of any of the Service.

As a condition to your use of the Services, you hereby agree not to use the SDK for any use or purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offence; (ii) is unlawful; (iii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iv) is in violation or may encourage any manner of acting that would violate any applicable local, state, national and foreign laws, treatises and regulations; (v) competes with the Company business; or (vi) drive or encourage any third party to do any of the foregoing.

As condition to your use of the Services, you hereby further agree not to: (i) attempt to decompile, disassemble, re-engineer or reverse engineer the SDK or any part thereof or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the SDK, or its structural framework; (ii) resell, transfer, sublicense, pledge, lease, rent, or share your rights under this Agreement (including without limitation to any of your affiliates); (iii) modify, remove or amend the Company’s name and/or logo update, reproduce, duplicate, copy all or any part of the SDK or (iv) preform research or tests on or using the SDK.

You may not use the Software or the Services in whole or in part for any purpose except as expressly provided under this Agreement. Any unauthorized use of the Services without the Company’s prior written consent, is expressly prohibited. The Company may refuse to provide the Service or any part of the Service in any case of a breach or an alleged breach of any provision of this Agreement. The Service may use and/or contain links and references to third party websites and applications. The Company does not make any representations with respect to such websites or applications, or regarding the completeness of the sources and information contained in such websites or applications, nor to their availability or correctness. It is hereby clarified the Company may stop making use of any such application or third party website at any time, without providing any notification to that effect. In no event shall the Company be responsible or liable in any way for the use of such third party websites and applications, their practices, the information driven from such and your reliance on such third party websites and/or applications and/or the information driven from such.

PROPRIETARY RIGHTS AND CONFIDENTIALITY

It is hereby acknowledged and agreed that the SDK is a proprietary product of the Company (or parts of the SDK are duly licensed to it in accordance with an agreement with a third party) and to the extent applicable, third parties related to it, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title, and interest in and to the SDK including associated intellectual property rights are the exclusive property of the Company and that title to the above shall at all times remain with the Company.

This Agreement does not convey to you an interest in or to the SDK, but only a limited right of use, which is revocable in accordance with the terms of this Agreement. You shall not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by the Company. You may not use any of the trademarks, service marks, product names or trade names imprinted on any part of the SDK, or any documentation accompanying the SDK without the Company’s express written consent. The Company has access to the information provided or displayed while using the SDK which may be used by the Company for internal purposes including to provide and administer the Services, for internal studies and improvement of the Service and for quality assurance purposes.

Some parts of the SDK may contain software licensed from third parties and are subject to the terms and conditions of third party license agreements. You hereby agree to comply with all such terms and conditions.

You hereby agree that the Company may use your name for marketing purposes of the Company.

SUBSCRIPTION PERIOD AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect until either party notifies the other of its intent to terminate this Agreement. Such notification will have immediate effect upon the reasonable delivery of such notice.

The Company may terminate this Agreement in the event that you breach any term thereof. Upon termination or expiration of this Agreement; (a) all and any rights granted to you under this Agreement shall terminate; (b) you shall cease all use of the SDK; and (c) the Company shall be entitled, at its own discretion, to purge your data and/or files and account information. Termination of this Agreement does not entitle you to any refund of fees paid by you hereunder.

NO WARRANTIES AND LIABILITY LIMITATIONS

The SDK are provided “AS IS”, without any warranties of any kind. THE COMPANY DISCLAIMS ALL WARRANTIES FOR SERVICES INCLUDING WITHOUT LIMITATION THE ACCESS AND USE OF SDK, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT THE ACCESS TO THE SDK OR SERVICE PROVIDED SHALL BE UNINTERRUPTED OR ERROR FREE, OR ANY WARRANTY OF NON-INFRINGEMENT.

THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY ON YOUR BEHALF FOR ANY LOSS OF PROFITS, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO DAMAGES AWARDED IN THE CASE OF PERSONAL INJURY OR DEATH TO THE EXTENT SUCH DAMAGES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. IN NO EVENT WILL THE COMPANY’S (AND ITS OFFICERS’, DIRECTORS’, AGENTS’ AND EMPLOYEES’) LIABILITY IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICES DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE.

GENERAL

You may not assign this Agreement, in whole or in part, without the prior written consent of the Company.

This Agreement shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent courts of Tel-Aviv shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the SDK, provided that the Company may turn to any other court as it deems fit in order to obtain immediate relief. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. Any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof, and it supersedes any prior agreement, proposal, representation, or understanding between the parties. This Agreement cannot be altered except by agreement in writing executed by an authorized representative of each party.

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.