SODYO LICENSE AGREEMENT

IMPORTANT -- READ CAREFULLY: THIS LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN SODYO (AS DEFINED BELOW) AND THE USER (AS DEFINED BELOW). BY INSTALLING THE SOFTWARE (AS DEFINED BELOW), YOU REPRESENT AND WARRANT THAT (I) IF THE USER IS AN ENTITY, THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON ITS BEHALF (IN SUCH EVENT "YOU" SHALL REFER TO YOU AND SUCH ENTITY, SEVERALLY AND JOINTLY), OR (II) IF THE USER IS AN INDIVIDUAL, THAT YOU INTEND TO BE PERSONALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT APPLIES TO ANY UPDATES, SUPPLEMENTS AND/OR SUPPORT SERVICES FOR THE SERVICE AND/OR SOFTWARE, UNLESS OTHER TERMS ACCOMPANY THOSE ITEMS (IF SO, THOSE OTHER TERMS APPLY).
1. Definitions

"SODYO" means Sodyo LTD.

"User" shall mean the user designated by you, who shall be licensed to use the applicable Software licensed hereunder pursuant to this Agreement.

"Software" shall mean a machine executable copy of the SODYO software products and applications, the access and usage to which has been ordered by you under this Agreement.
"Service" shall mean the online access to a machine executable copy of the SODYO software products and applications, which has been ordered by you under this Agreement.

2. License

As long as you comply with the terms of this Agreement, SODYO grants to you a nonexclusive, nontransferable right to use the Service, for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SODYO and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service or the Software; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or the Software, or (c) copy any ideas, features, functions or graphics of the Service or the Software. User licenses cannot be shared or used by more than one individual.

During using the Service you shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including, without limitation, material harmful to children or violating third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3.Restrictions

Except as expressly authorized above, you shall not copy the Software. You shall not reverse engineer, decompile, disassemble, or attempt to discover any of the Software object code or source code.

4. Ownership and Confidentiality

The structure, organization and code of the Software are the trade secrets and confidential information of SODYO and its licensors. You acquire only the right to use the Service pursuant to this Agreement and do not acquire any rights of ownership, express or implied, in the Software or the Service. This Agreement does not grant you any intellectual property rights in the Software or the Service and all rights not expressly granted herein are reserved by SODYO and its licensors.

5. Limited Warranty

SODYO does not warrant that: (i) Software will be free from defects; (ii) Software will satisfy all of your requirements; (iii) Software will operate without interruption or error; (iv) Software will always locate or block access to or transmission of all desired addresses, applications and/or files; (v) Software will identify every transmission or file that should potentially be located or blocked; (vi) addresses and files contained in the Software will be appropriately categorized; or (vii) algorithms used in the Software will be complete or accurate. TO THE EXTENT ALLOWED BY LAW, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE/SERVICE.

6. Limitation of Liability

THIS SERVICE IS PROVIDED BY SODYO "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL SODYO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) AND/OR ANY OTHER DAMAGE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) OR OTHEREWISE, ARISING IN ANY WAY OUT OF THE SERVICES AND/OR SOFTWARE AND/OR ANY USE AND/OR UTILIZATION THEREOF AND/OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU OR ANY THIRD PARTY SHALL HAVE NO REMEDIES IN CONNECTION WITH THIS AGREEMENT.

7. Term & Termination

This Agreement shall be effective from the installation of the Software until its termination.

Either party may terminate this Agreement by written notice to the other party. You agree and acknowledge that SODYO has no obligation to retain Customer Data, and may delete such Customer Data after termination.

Termination will not limit SODYO from pursuing other remedies, such as injunctive relief, nor relieve you of any payment obligation (if any) that arose prior to termination. The parties' rights and obligations with respect to the fees and payment terms (if any), title and protection, confidentiality, patent and copyright indemnification, license, limitation of liability, attorney's fee (if any) and governing law provision of this Agreement shall survive termination of this Agreement.

8. Invoicing and Payment

SODYO Service version is currently provided free of charge, but in the future the use of the Service might be subject to fees. If Sodyo, in its sole discretion, chooses to establish fees and payment terms for such use, SODYO will provide notice of such terms and you may elect to stop using the Service rather than incurring fees.

Payment for the Service shall be received by SODYO or other Service Providers before you use the Service. If you are granted a credit term, all fees charged by SODYO or other Service Providers are due and payable within thirty (30) days following the invoice date. Your order is non-cancelable and, upon payment, all payments are non-refundable. You will reimburse SODYO for all reasonable costs incurred (including attorney's fees) in collecting past due amounts. You will pay or reimburse SODYO for all taxes, duties, or any similar assessments on the amounts charged, except for Sodyo's income taxes.

9.Account Data

You, not SODYO, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all data that you submit in the course of using the Service ("Customer Data"), and SODYO shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. SODYO reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Sodyo may use the Customer Data in order to further develop and improve the Services.

10. Intellectual Property Ownership

SODYO alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Software, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Software, or the Intellectual Property Rights owned by SODYO. The SODYO name, logo, product and service names are trademarks of SODYO or third parties, and no right or license is granted to use them.

11. Modification to Terms

SODYO reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
12. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of SODYO, but may be assigned without your consent by SODYO to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

Governing Law

This Agreement will be governed by and construed with the substantive Israeli laws (without its conflicts of laws provisions). Any dispute in connection with this Agreement shall be resolved exclusively by the competent courts of Tel Aviv – Jaffa, Israel.

14. Entire Agreement

This Agreement constitutes the complete agreement between SODYO and you and replaces all previous agreements or representations, written or oral, regarding the Software and Service. Any terms and conditions of your purchase order are superseded by this Agreement, even if initialed by SODYO.

15. General

In the event that any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in effect and the parties shall substitute for the affected provisions an enforceable provision, which approximates the intent and economic effect of the affected provision.