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Emblaze VCON Ltd. SDK End User License Agreement

PLEASE READ THE TERMS AND CONDITIONS OF THIS emblaze-VCon Ltd. SDK End User License Agreement ("EULA") CAREFULLY BEFORE INSTALLING THIS COMPUTER SOFTWARE development kit (the “SDK”), AND INDICATE YOUR ACCEPTANCE BY CHOOSING “I ACCEPT.” THE SDK IS LICENSED UNDER THE TERMS OF THIS AGREEMENT (NOT SOLD). BY CONSENTING, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS EULA. THIS EULA REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SDK, BETWEEN YOU AND Emblaze-vcon LTD. (“EVC”) AND IT SUPERSEDES ANY PRIOR REPRESENTATIONS, OR UNDERSTANDINGS BETWEEN THE PARTIES. A copy of this Agreement may be printed and retained.

Authorization: To the extent that the SDK is intended to be used by a corporation, company, joint venture, partnership or any other corporate entity or association of individuals ("Corporate Entity"), You represent and warrant that You are legally authorized to bind such Corporate Entity and that Your execution of this EULA as provided below, binds such Corporate Entity for any and all purposes and intents.

Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by EVC to show Your approval of any foregoing texts and/or to download and install the SDK, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the SDK. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law .

The terms and conditions contained in this EULA apply to downloading, installing and using the SDK and the application developed with the SDK ("Application").

• The SDK license is available for download from EVC Website free of charge and it is limited to five (5) users licenses for development and demo purposes.

• 'EVC Website' shall mean any and all elements, contents and the 'look and feel' of the website available – among other ULR ’s- under the URL www.emblazevcon.com, from which website the SDK may be downloaded.

• Extent of Grant: Subject to the terms and conditions herein contained, EVC grants you a non-exclusive and non-transferable license to download the SDK on separate 5 stand-alone computers and to use the SDK for the sole purpose of developing the Application. Subject to the payment of the applicable License Fees, EVC hereby grants to you a non-exclusive and non-transferable license to distribute the Application to your end-users customers.
• Payment of License Fees. You acknowledge, that the license granted to You pursuant to this EULA and Your right to use the Application are contingent upon license fees payable through purchase of either certain dongles or EVC license distribution server (MxM) which enable the use of the Application  as more fully details in EVC  Website ("License Fees").
• Limitations: You may not: (i), reverse engineer, decompile, disassemble the SDK; and/or (ii) transfer, assign, rent, or allow the use of  the SDK by any third party, either for consideration or not.
• New Versions of the SDK: EVC, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the SDK. You acknowledge and agree that EVC has no obligation to make available to You any subsequent versions of the SDK. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the SDK. EVC will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the SDK and (2) by the suspension or termination of this Agreement by EVC and/or by You .
• Your Representations and Warranties: You represent and warrant that You are authorized to enter into this EULA and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the SDK .
• Lawful Purposes: You acknowledge and agree to use the SDK solely for lawful purposes.
• Confidentiality and Privacy: You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding EVC, its affiliates, the EVC staff, the SDK and the IP Rights, strictly confidential .   EVC is committed to respecting Your privacy and the confidentiality of Your personal data. The 'Privacy Policy’ that is published on the EVC Website applies to the use of Your personal data.
• Intellectual Property: You acknowledge and agree that the SDK and the user manuals (if provided) and other written and/or electronic materials that relate to the SDK (“Documentation”), including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are EVC’s property protected under patents, patent applications, copyright laws and intellectual property treaties. You further acknowledge and agree that all rights, titles, and interests in and to the SDK, including associated intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the SDK (including, without limitation, the code) ("IP Right"), are and shall remain with EVC and its licensors. This EULA does not convey an interest in or to the SDK, but only a limited right of use revocable in accordance with the terms of this EULA. Nothing in this Agreement constitutes a waiver of EVC’s intellectual property rights under any law.
• Disclaimer. EVC does not warrant that the functions contained in the SDK will meet your requirements or that the operation of the SDK will be uninterrupted or error free. The entire risk as to the quality and performance of the SDK is with you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVC, its licensors AND ITS SUPPLIERS PROVIDE TO YOU THE SDK AND (IF ANY) SUPPORT SERVICES RELATED TO THE SDK ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND EVC, its licensors AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE SDK AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES, DUTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SDK AND ANY SUPPORT SERVICES REMAINS WITH YOU.
• Indemnification of EVC. You agree to indemnify, defend and hold EVC, its Affiliates and the EVC staff harmless from and against any and all liability and costs, including reasonable attorneys ’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the SDK .
• Termination: Without prejudice to any other rights, EVC may terminate this license upon the breach by you of any term hereof. Upon such termination by EVC, you agree to destroy, or return to EVC, the SDK and the Documentation and all copies and portions thereof.
• Limitation of Liability: EVC’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 price You paid (if any) directly to EVC for the SDK.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EVC OR ITS Distributors, 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 EVC BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT EVC directly RECEIVED FROM YOU FOR THE SDK, EVEN IF EVC MAY 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, AS SUCH, THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

• Third Party Software: You acknowledge that the SDK contains software components provided by third parties, such third party’s software shall be subject to the terms and conditions set forth in the agreements contained/attached and/or applicable to such software and/or as specifically detailed in the sub-license agreements' form/s attached hereto as Exhibit A.

Unless otherwise explicitly set forth in Exhibit A, the restrictions contained in this EULA shall apply to all such third party software providers and third party software as if they were EVC's and the SDK, respectively.  In addition, you may be subject to additional limitations by the software producers set forth on Exhibit A, which we have attached herein and made a part of this EULA. Please refer to Exhibit A for a listing of such third party's software producers. However, please note that Exhibit A may not be exhaustive and that EVC reserves the right, at any time to incorporate additional software producers or to delete items from Exhibit A.
You represent and warrant to EVC that You shall solely be responsible for acquiring all proper license and permits and bear any payment related to the use of such third parties' proprietary technology (including, but not limited to, the payment of royalties). You shall indemnify defend or settle (at its option) and hold harmless EVC from and against any losses, expenses (including reasonable attorney’s fees, damages, claims, that arise out of or result from any and all third party claims caused by Your breach of its foregoing obligation.

• Miscellaneous
• If the copy of the SDK and/or license was accompanied by a hard-copy End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the SDK and its license.
• This Agreement represents the complete agreement concerning this license and may be amended only by a document in writing executed by both parties.
• The terms and conditions contained herein shall apply, mutatis mutandis, to any updates, upgrades, additional modules and software pertaining to the SDK and/or the product you have purchased from EVC.
• If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 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. 
• This Agreement shall be construed and governed in accordance with the laws of state of Israel, and both parties hereby submit to the exclusive jurisdiction of the courts of Tel Aviv – Jaffa.
• 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.

 

Exhibit A

1.         MPEG-4 AAC-LD Software

a.         With respect to components provided by Fraunhofer-Gesellschaft zur Foerderung der angewandten Forschung e.V., such as MPEG-4 AAC-LD Software, the following restrictions shall apply:

(a) You shall not expose or publish the application programming interfaces for the MPEG-4 AAC-LD Software and any derivative works thereof in a form in which applications other than Your applications could call such application programming interfaces; and
(b) You shall not permit further redistribution of the MPEG-4 AAC-LD Software and any derivative works thereof by end users.

b.         With respect to components provided by Via Licensing Corporation, You shall be solely responsible to execute the MPEG-4 AUDIO PATENT LICENSE AGREEMENT as per the link below. Notwithstanding the foregoing, You represent and warrant to EVC that You shall solely be responsible for acquiring all proper license and permits and bear any payment related to the use of such MPEG-4 AUDIO PATENT (including, but not limited to, the payment of royalties). You shall indemnify defend or settle (at its option) and hold harmless EVC from and against any losses, expenses (including reasonable attorney’s fees, damages, claims, that arise out of or result from any and all third party claims caused by Your breach of its foregoing obligation.

MPEG-4 AUDIO PATENT LICENSE AGREEMENT

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE SDK, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO EVC THE RIGHTS SET FORTH HEREIN .

* I accept all of the foregoing terms either by clicking here or by any further use of the Software.