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Deeyook Location Technologies LTD. Pilot Terms & Conditions

  1. Introduction. These Pilot Terms and Conditions (“T&C”) govern your use (and the use of anyone on your behalf) (collectively, “You”) of the Deeyook’s Wireless Enabled Soft Tracker (“WEST”) and any Deeyook mobile application which is used in relation to the Product (the “App”, and collectively with the Deeyook WEST, the “Product”), sold or otherwise made available to you by Deeyook Location Technologies Ltd., an Israeli company, or any of its affiliates (“Deeyook”). BY USING THE PRODUCT, YOU AGREE TO BE BOUND BY THESE T&C AND DEEYOOK’S PRIVACY POLICY; IF YOU DO NOT AGREE TO BE BOUND BY THESE T&C, DO NOT USE THE PRODUCT.

  2. Pilot. The Product is provided to you for a limited period that shall be determined by Deeyook, which may be terminated by Deeyook for any reason by providing 7 days written notice (the “Pilot Period”), for the sole purpose of conducting an internal pilot of the Product by you, and, if applicable, to demonstrate the performance of the Products to any agreed upon third party (which shall also be subject to these T&C and Deeyook’s Privacy Policy (the “Third Party”)) (the “Purpose” or the “Pilot”). You may use the Product only in accordance with and subject to (a) Deeyook’s instructions; (b) any accompanying documentation or materials provided by Deeyook to you for your internal use and pilot only; and (c) the provisions of this T&C. You shall bear at all times the risk of loss and damage to the Product during the Pilot Period and during return shipment (INCOTERMS 2020: EXW Tel Aviv). If you will demonstrate the Product to any Third Party, you shall bring these T&C and the Deeyook’s Privacy Policy (the “Privacy Policy”) (as shall be in effect from time to time) to the attention of such Third Party and shall only demonstrate the Product to the Third Party after receiving the Third Party’s consent to these T&C and the Privacy Policy. The Product (including all accessories provided with it) shall be returned to Deeyook by you in the condition in which it was received by you (normal wear and tear excluded). Failing this, you shall be responsible for reimbursing Deeyook for full the cost of the Product. Unless otherwise agreed by Deeyook in writing, you shall return the Product no later than the last day of the Pilot Period (or, if terminated before such date, no later than the day of such termination) (the “End Date”) to Deeyook’s registered address. During the Pilot Period you shall (i) assign a designated contact person to serve as the primary point of contact to Deeyook and be responsible on your behalf for compliance with this T&C; and (ii) on Deeyook’s request, provide Deeyook with your assessment of the performance, serviceability and usability of the Product (as derived from the Pilot).

  3. Limited Right to Use. Subject to your compliance with the terms of this T&C, Deeyook grants you a limited, personal, revocable non-transferable, non-assignable (without right of sublicense), non-exclusive right to use the Product for the Pilot Period, solely for the Purpose. You shall not use the Product for any purpose other than the Purpose, including without limitation for production or any other commercial purposes, or any purpose that is potentially illegal or harmful to another party. Deeyook reserves all rights not expressly granted herein. During the Pilot Period, you and Deeyook may collaborate and exchange relevant information for the fulfillment of the Pilot and you will share your user experience, suggestions, comments, feedback and written or oral pilot of the Product (“Feedback”). You hereby agree that any Feedback is given entirely voluntarily and grants Deeyook fully paid up, royalty-free, perpetual, unlimited, and transferable right to use, have used, disclose, reproduce, license, distribute, or exploit the Feedback for any purpose, entirely without obligation or restriction on use or disclosure of any kind. Deeyook retains exclusive ownership of all right, title and interest in and to the Product (or any part thereto and any derivative thereto, including the App), and in and to all related tools, equipment, specifications, software, documentation, trademark, patent, copyright, trade secret, trade name and other intellectual property right related to the Product, and all modifications, improvements, reports, opinions, recommendations and inventions in connection with the Product and all intellectual property rights therein (collectively, the “Developments”), whether prepared by Deeyook or by you. You hereby assign to Deeyook all of your ownership rights in the Feedback or in the Developments and to the extent required, shall cooperate with Deeyook as required to perfect such assignments. You shall have no royalty, reporting or other rights whatsoever in connection with the Developments or the Feedback.

  4. App License. In order to use the Product, you may need to access a URL link to the App. Deeyook hereby grants you a limited, personal, revocable non-transferable, non-assignable (without right of sublicense), non-exclusive license to use the App solely on devices that are owned or managed by you. You represent and warrant that you have the right to operate the App on such devices.

  5. Restrictions. You shall not, and you agree that you shall not permit any third party to, (i) copy, in whole or in part, the Product (or any part thereto) or any documentation provided by Deeyook in any form, (ii) modify, create derivative work of, decompile, disassemble, decrypt, extract or reverse engineer the Product or its parts and shall not cause or permit any such modifications or alterations to be made to the Product; (iii) merge the Product with other technology or hardware for any purpose; and (iv) cause or permit any lien or other encumbrance to be placed on the Product.

  6. Compensation. In Consideration for the Pilot and the Support Services, you shall pay Deeyook the fees detailed in a separate agreement between you and Deeyook (the “Fees”). The Fees are exclusive of taxes or similar charges (including VAT), as well as costumes, duties or tariffs imposed with respect to the Pilot and this T&C, all of which shall be borne by you. Any Product not returned by you within 7 days following the End Date, will be invoiced by Deeyook for each day of delay in return at €150 per day (“Late Return Charge”). Payment terms shall be as directed by Deeyook. All payments to be made to Deeyook hereunder shall be made in the currency directed by Deeyook. In the event Deeyook terminates the Pilot as aforesaid, you shall promptly return the Product to Deeyook, and pay any and all outstanding Fees and applicable Late Return Charges.

  7. Software Updates. In the event that Deeyook shall introduce new features and/or desire to update the Product’s software in any way (such updates may require manually attaching the Product to an external board, which in such case may be provided by Deeyook), you shall fully comply with Deeyook’s instructions regarding the implementation of such new feature or software and shall promptly update such software as and when instructed by Deeyook (“Deeyook Software Updates”). Other than Deeyook Software Updates, you shall not update, modify, remove or delete the software embedded in the Product in any way, without the prior written approval of Deeyook.

  8. Insurance. You shall obtain and maintain during the entire Pilot Period insurance against loss, theft or damage to the Product at the full reinstatement value of the Product (being €200 equivalent to 80 % of the list price of Deeyook for the Product). In the event the Product is lost, stolen or damaged in any way, you agree to inform Deeyook immediately and provide the Deeyook with any relevant information and documentation.

  9. Import & Export. You are responsible for all export and import procedures (if any) to any country, including your country of residence (“Delivery Country”), and including approvals, permits or licenses, if applicable, and any other duties, taxes, fees or brokerage charge. The Product might be subject to export licensing and other restrictions under Israeli, U.S. and/or EU laws and regulations and may not be removed or re-exported from the Delivery Country, transferred to any person, entity or persons appearing on any denied party or similar lists maintained by the US or other applicable government or organization or, used in or for the development of any nuclear fuel or weapons, missile, rockets or unmanned aerial vehicles; and/or chemical or biological weapons, unless in each case you first obtains Deeyook’s written consent and any necessary governmental export license, authorization or approval.

  10. Privacy. Deeyook’s Privacy Policy applies to the use of the Product, and its terms are made a part of these T&C by this reference. By using the Product and our Services, you acknowledge and agree to the Privacy Policy.

  11. NO WARRANTY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE PRODUCT (AND ANY EQUIPMENT OR SOFTWARE RELATED TO THE PRODUCT) IS PROVIDED “AS IS” AND DEEYOOK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND FUNCTIONALITY. YOU AGREE THAT YOU SHALL NOT SEEK TO BRING ANY CLAIMS TOWARD DEEYOOK WITH RESPECT TO THE PRODUCT. YOU HEREBY ACKNOWLEDGE THAT THE PRODUCT IS PROVIDED IN A BETA VERSION, MEANING A NON-FINAL VERSION, AND THAT SUCH VERSION MAY SUFFER PROBLEMS, DIFFICULTIES TO OPERATE, ERRORS OR BUGS OF ANY KIND, AND THAT THE PRODUCT MAY CONSIST OF NEW OR USED PARTS AND/OR EQUIPMENT.

  12. Limitation of Liability. Deeyook shall not be liable to you or anyone on your behalf for any direct, indirect, incidental, consequential, special, or punitive damages of any kind or nature, including without limitation lost profits, security breach, loss of data and/or reputation, whether such liability is asserted on the basis of contract, tort (including among others negligence or strict liability) or otherwise, arising out of or related to use of the Product or to any preparations made prior to the actual use of the product, even if Deeyook has been warned of the possibility of any such loss or damage in advance.

  13. Confidentiality. You agree to maintain the confidentiality of any information that you may obtain from Deeyook, including, but not limited to, any business, technical, financial, and customer information, as well as any other information designated as confidential (and including any information or documents related to the Product, Developments and Feedback (including results of the use and pilot of the Product by you), and any know-how, technical or business data provided by either party hereunder). You agree to use this confidential information only for the Purpose and to not disclose this confidential information to any third-party without Deeyook’s prior written consent. You also agree to use reasonable efforts to protect the confidentiality of this confidential information.

  14. Support Services. During the Pilot Period, Deeyook shall provide you with certain support services with regard to the Product, in accordance with the provisions of Deeyook’s Service Level Agreement, as in effect from time to time.

  15. Disruption of Availability. You hereby acknowledge that the Product and our Services may sometimes be unavailable or malfunction due to various reasons, including equipment malfunctions, maintenance, repairs, or upgrades. These disruptions can also be caused by factors outside of Deeyook’s control, such as telecommunication or digital transmission issues, hardware failures, internet or mobile provider issues, network attacks, or congestion. Deeyook is not responsible for any disruptions to the Product or any damages resulting from these disruptions.

  16. Miscellaneous. The sole relationship between Deeyook and you shall be that of independent contractors. This T&C does not create a joint venture, partnership, or formal business organization of any kind. This T&C and any document referenced by the T&C state the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous discussions, understandings or agreements between the parties with respect to the subject matter hereof, whether oral or written (unless provided otherwise). Your rights under these T&C may not be assigned without the prior written consent of Deeyook. This T&C and all matters relating thereto shall be construed and controlled by the laws of the State of Israel, without giving effect to the rules respecting conflicts of laws. The competent courts in Tel Aviv shall have exclusive jurisdiction to adjudicate any dispute arising out of or in connection with this T&C. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. In case any one or more of the provisions (or part of a provision) contained in this T&C shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision (or part of a provision) of this T&C; and this T&C shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision (or part of a provision), had never been contained herein, and such provision (or part of the provision) reformed so that it would be valid, legal and enforceable to the maximum extent possible. All notices, requests and demands required or permitted to be given to any party to this T&C shall be in writing, and deemed to have been duly given one business day after delivery by hand or by email (with confirmation of receipt) and ten business days after deposit in the mail, postage prepaid, addressed to the address of the party as appears above (or such other address as communicated by a party to the other pursuant to the terms herein). Deeyook may, in its sole discretion and without any prior notice, revise these T&C from time-to-time by updating this page. You are instructed, therefore, to visit this page periodically to review the current T&C to which you are bound. Your continued use of the Product after revisions to these T&C shall constitute your agreement to the revised T&C.

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