EULA (Digi Family)

Effective from March 16, 2022

PURESIGHT TECHNOLOGIES LTD. END USER LICENSE AGREEMENT

BEFORE DOWNLOADING AND/OR INSTALLING THE “PURESIGHT” SOFTWARE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS. ANY USE OF THE PURESIGHT SOFTWARE PROGRAM (including, without limitation, all associated media, printed materials, “online” or electronic documentation, and all revisions, corrections, modifications, enhancements, maintenance work product, and updates and/or new releases thereto – hereinafter, in whole or in part defined as the “PROGRAM”) SUPPLIED BY PURESIGHT TECHNOLOGIES LTD. (or any of its subsidiaries and/or affiliates – either of them referred to as “PureSight”) IS AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS END-USER LICENSE AGREEMENT (“AGREEMENT”).

BY CLICKING “I ACCEPT” AND/OR BY INSTALLING THE PROGRAM AND/OR BY USING THE PROGRAM, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT”, DO NOT INSTALL THE PROGRAM, DO NOT USE IT IN ANY MANNER WHATSOEVER, AND PROMPTLY RETURN IT TO PURESIGHT, AS APPLICABLE.

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM, BETWEEN YOU AND PURESIGHT ALONE, THE INTERNET SERVICE PROVIDER (ISP) IS NOT PART TO IT AND SHALL BEAR NO RESPONSIBILITIES RELATED TO THIS AGREEMENT, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

This Agreement has 4 sections:

* Section I applies if you are downloading or using the Program provided to you without charge, including without limitation Program (i) known as PureSight Free Version

* Section II applies if you are downloading or using the Program free of charge for evaluation purposes only.

* Section III applies if you have purchased a license from PureSight to use the Program either on a single workstation or for multiple users.

* Section IV applies to all grants of license.

SECTION I — TERMS APPLICABLE TO GRANT OF FREE VERSION LICENSE

1. License Grant.

PureSight hereby grants to you, and you accept, a nonexclusive license to use the Program in machine-readable, object code form only, free of charge, for personal, noncommercial purposes purpose. When using the Program free of charge, you are not entitled to support services. You may use the Program only in the manner described in Section IV below under “Extent of Grant”.

2. Disclaimer of Warranty.

The Program is provided on an “AS IS” basis, without warranty of any kind. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY SHALL NOT APPLY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. The entire risk as to the quality and performance of the Program is borne by you. This disclaimer of warranty constitutes an essential part of the agreement.

3. Termination.

Without prejudice to any other rights, PureSight may terminate this license at any time for its sole discretion. Upon such termination by PureSight, you agree to destroy, or return to PureSight, the Program, all copies and portions thereof.

SECTION II — TERMS APPLICABLE TO GRANT OF EVALUATION LICENSE

1. License Grant.

PureSight hereby grants to you, and you accept, a nonexclusive license to use the Program in machine-readable, object code form only, free of charge, for the purpose of evaluating whether to purchase an ongoing license to the Program and only as authorized herein. The evaluation period is limited to a maximum of thirty (30) days. If you are using the Program free of charge, you are not entitled to support services. You may use the Program, during the evaluation period, only in the manner described in Section IV below under “Extent of Grant”.

2. Disclaimer of Warranty.

SECTION III — APPLICABLE TERMS WHEN GRANTED A LICENSE

1. Single Workstation License Grant.

Subject to the terms and conditions specified hereunder, if you have been granted a license to use the program on a single workstation, and subject to payment of applicable license fees, PureSight hereby grants to you, and you accept, a nonexclusive, non-transferable, revocable, personal license to install and use the Program in machine-readable, object code form only, on one computer only in the manner described in Section IV below under “Extent of Grant”. This license for the Program may not be shared. Neither use of the Program on another computer nor concurrent use on two or more computers, nor use in a local area network or other network is permitted without separate authorization and the payment of other license fees for each computer on which the Program is used or to which it is distributed.

2. Multiple User License Grant.

Subject to the terms and conditions specified hereunder, and if you have been granted a license to use the Program for a multiple number of users, subject to payment of applicable license fees, PureSight hereby grants to you, and you accept, a nonexclusive, non-transferable, revocable, personal license to install and use the Program in machine-readable, object code form only, on such number of servers as set forth in the purchase order executed by you and PureSight such that the Program is made available for such limited number of users as set forth in said purchase order, and solely in the manner described in Section IV below under “Extent of Grant”. The Program may not be used by a number of users exceeding the number of users for which a license was granted in the purchase order. If you wish to make the Program available for additional users, additional licenses must be purchased.

3. Limitation of Warranty.

Unless otherwise explicitly set forth in a purchase order and/or license agreement executed between PureSight and yourself, PureSight warrants, for your benefit alone, that for a period of twelve (12) months from the date of obtaining the Program (referred to as the “Warranty Period”), the Program, if operated as directed, shall operate substantially in accordance with the functional specifications in the user manual of the Program provided to you by PureSight. PureSight does not warrant, however, that your use of the Program will be uninterrupted or that the operation of the Program will be error-free or secure. PureSight’s sole liability for any breach of this warranty shall be to provide you with maintenance services in accordance with PureSight’s standard maintenance policy. Only if you inform PureSight in writing of your problem with the Program during the applicable Warranty Period and provide evidence of the date you purchased a license to the Program, will PureSight be obligated to honor this warranty. You agree that the foregoing constitutes your sole and exclusive remedy for breach by PureSight of any warranties made under this Agreement.

EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM AND ANY DOCUMENTATION, IF AND WHEN PROVIDED, ARE LICENSED “AS IS”, AND PURESIGHT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS; NO PURESIGHT DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made by you to the Program during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Program is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Program was designed to be used as described in the documentation.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

SECTION IV — TERMS APPLICABLE TO ALL GRANTS OF LICENSE

1. Extent of Grant

1.1 Limitations: You may not: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Program; (ii) place the Program onto a server so that it is accessible via a public network.

1.2 Rental: You may not rent or lease the Program.

2. Intellectual Property.

The Program that is about to be installed by you IS NOT FOR SALE and is and shall remain solely PureSight’s property. All rights, title and interest in the Program, and any backup copy made, and/or any modifications, corrections, revisions, enhancements or upgrades thereto, including all connected/related/associated intellectual property rights (including without limitation, copyrights, trade secrets and trademarks), in and to the Program, are and shall remain PureSight’s. You agree that the Program is confidential and proprietary to PureSight, that it is distributed only subject to restricted disclosure and that PureSight does not, and will not, convey to you an interest in or to the Program, or any part thereof, but only a limited right of use strictly in accordance with the terms of this Agreement, and that nothing herein shall be construed as a waiver by PureSight of its foregoing intellectual property rights under any law.

You may not copy the documentation and/or any part thereof.

3. Third Party Software.

If the Program contains any software provided by third parties, the restrictions contained in this Agreement shall apply to all such third party software providers and third party software as if they were PureSight and the Program, respectively.

4. Termination.

Without prejudice to any other rights, PureSight may terminate this license upon the breach by you of any term hereof. Upon such termination by PureSight, you agree to destroy, or return to PureSight, the Program, the documentation and all copies and portions thereof.

5. Limitation of Liability.

PureSight’s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to PureSight for the use of the Program OR, WITH RESPECT TO FREE PROGRAM ONE US ($1.00)

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PURESIGHT OR ITS SUPPLIERS OR RESELLERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES FOR PERSONAL INJURY OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL PURESIGHT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PURESIGHT RECEIVED FROM YOU FOR A LICENSE TO THE PROGRAM, EVEN IF PURESIGHT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

6. Testing, Benchmarking.

You shall not, and shall not permit any third party to test or benchmark nor externally disclose or publish testing or benchmark results for any PureSight Software without PureSight Technologies’ prior written consent. Requests for authorization for testing or benchmarking can be directed through email sent to [email protected].

7. Miscellaneous.

(i) If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable; (ii) This Agreement shall be construed and governed in accordance with the laws of the State of Israel (except for conflict of law provisions), and only the courts in Tel Aviv, Israel, shall have jurisdiction over any dispute arising out of the performance of this Agreement; (iii) The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded; (iv) 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.

I HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS.