POC System Usage License Terms

General

As a provision for the use of the seating areas’ management system (hereinafter the “Software“) you and/or the corporation are required to enter into an engagement agreement, which constitutes a binding legal contract as well as an integral part of the usage license between you (hereinafter the “Licensee”) and P.O.C. – Point of Contact Ltd, company registration no. 513745984 (hereinafter the “POC”).

The usage and service license is contingent upon the payment of period usage fees, which are detailed in the engagement agreement.

The Licensee is required to read and accept the terms of the agreement by drawing his signature at the bottom of the agreement prior to use.

In the event where the Licensee fails accept the terms of the agreement, he shall not be authorized to install and/or use the software and/or the services provided by POC. Any use of the software and/or services shall constitute agreement and acceptance of all of the provisions listed in the engagement agreement and the usage license terms.

Rights and Information

Any content, text, images, graphics, developments, and any other material contained in this software, including information therein (hereinafter the “Information”) which is protected by copyrights, or other rights as well as legislation. The Licensee shall be entitled to use the Information solely as permitted under law, and any other use shall be carried out solely in accordance with explicit permission granted by POC.

All of the rights to the Information included in the software originated by POC or anyone on its behalf, including copyrights, distribution rights and any other intellectual property rights are owned in full by POC. The Information included in the software is designed to be used solely by the Licensee for the purpose for which the solution is purchased, and no other use of such may be made, including commercial use. The copy, reproduction or printing of any Information included in the software for distribution or advertisement in any manner whatsoever are prohibited unless given the prior written consent of POC. The Licensee undertakes to refrain from making public the Information and/or any part thereof.

All of the rights to the Information included in the software entered by the Licensee and/or originated by the Licensee or anyone on his behalf including illustrations and object data belong to the Licensee in full.

It is prohibited to enter into or upload onto the software any information or files or codes that may damage, interfere or impair the software or Information included in such or any other intellectual rights of POC.

Grant of License and License Restrictions

POC hereby grants a number of employees to be determined in the authorization agreement a license for access and use of the software designed for the management of the Licensee’s information, subject to the terms of the agreement and after such had been extensively trained on the manner of use. The license is personal, limited and non-transferable. Pursuant to this agreement and within the framework of the license granted to the Licensee, the Licensee may not carry out and/or transfer onto another the detailed below:

(A) Allow third parties to benefit from the use of the software and/or services, among others, to lease out or grant a sub-license, transfer rights, lend, market, sell to any third party or distribute the software or materials and/or services related to such or part thereof in any manner whatsoever;

(B) Copy or reproduce the software in full part thereof, other than for the purposes of creating a backup copy serving the purpose of re-installing the software at the Authorized User only;

(C) Use the information included in the software that constitutes any commercial secret, develop other software that may interface with the software;

(D) Modify, translate or create derivative works of the software or parts thereof;

(E) Bypass technical barriers within the software, use any tool that enables the use of characteristics and/or functions that otherwise cannot be operated in the software, execute reverse engineering of the software;

(F) Carry out or attempt to carry out any operation that may interfere with the proper use of the software and/or the services provided, prevent access to use the software or services by POC;

(G) Use the software in a manner other than that allowed under this section.

The use of the term “software” includes any component, software, tool, and service provided by POC. The Licensee shall be entitled to install in his computers updating files for the software to be provided by POC from time to time, all in accordance with and subject to this agreement and the terms of use. This issue shall apply also to modifications and upgrades the Licensee may be provided with in the future.

Rights and Ownership

POC grants a license for the use of the software and is not selling the software and reserves in full all of the rights that are not explicitly granted to the Licensee. The software is protected by copyrights and commercial secrets laws as well as other laws concerning intellectual property. POC is the owner of the commercial name, copyrights and other intellectual property rights to the software and/or any of its versions and of the services. This agreement does grant the Licensee any rights to trademarks.

Updates of the Software and Services

POC shall be entitled, from time to time, to update, upgrade, improve and secure the software, versions, software maintenance files and services, as well as any app or other file related to the software and services (hereinafter “Software and Services Updates”) automatically and electronically, as the Licensee allows POC access to the designated server on which the software is installed, both via the Internet as well as physically as required.

Any upgrade, modification and connection to inter-organization systems of the Licensee shall be carried out by POC together with the Licensee in a sterile work environment prior to connecting to the active software.

POC reserves the right and sole discretion to carry out automatic software updates.

Waiver of Claims

The software and services are provided as presented within the pilot carried out by the company and are granted AS IS, with no further undertaking by POC. Thus, the Licensee shall have no claim and/or demand and/or suit against POC, the POC shareholders, ones authorized by POC or any other party related to the provision of the software and services (jointly and severally the “Suppliers”) In addition, the Suppliers shall bear no express or implied liability under law due to any claim of defect, incompatibility, usage right, negotiability, trespassing, etc. POC does not undertake that the software and services will be provided with no “Bugs”, interruptions, and any other hardware or software constraints that may harm the Licensee’s requirements of the software and services (hereinafter  “Malfunctions”) POC invests resources and takes various security measures, as well as the development and upgrading of the software in order to prevent Malfunctions. However, POC is unable to undertake definitively that Malfunctions will not occur.

The Licensee hereby declares that he is aware that the software and services enable the display of areas and seating/object locations, however is not to replace professional counseling in legal or engineering matters or any other service (hereinafter “Professional Counseling”), he is required to obtain professional counseling from a professional who engages in providing professional services in the relevant field. POC does not undertake nor does it profess to provide any representation according to which the use and display of the Information meets all of the design requirements.

Restriction of Liability

POC declares that it shall make all reasonable efforts to resolve Malfunctions upon the technical support services’ receipt of request; however, such does not constitute representation of any undertaking as to the period within which a Malfunction will be resolved.

POC shall not be liable for the Licensee’s server and/or any Malfunction stemming from any hardware and/or software existing on the server allocated by the Licensee.