DIDASO LTD. SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY

CAUTION: IF YOU INSTALL OR USE THIS SOFTWARE, THE FOLLOWING TERMS WILL APPLY. IF THE TERMS ARE NOT ACCEPTABLE TO YOU, PLEASE DELETE THE SOFTWARE FROM YOUR SYSTEM IMMEDIATELY.

DIDASO, LTD. (“DIDASO”) GRANTS TO YOU A LICENSE TO USE THIS SOFTWARE (“SOFTWARE”) AND ACCOMPANYING DOCUMENTATION (COLLECTIVELY, “PRODUCTS”) AS INDICATED BELOW:

1. License Grant. Didaso grants you a nonexclusive, nontransferable license to install and use internally the Products solely for your internal operations. You may reproduce one (1) copy of the Software solely for backup purposes. You may not (a) copy, distribute, reproduce, use or allow third party access to the Products; (b) decompile, disassemble, reverse engineer, translate, convert or apply any procedure or process to the Products in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Products or any trade secret information or process contained in the Products; (c) modify or create a derivative work of any part of the Products; (d) disclose the results of any benchmarking of the Products, or use such results for its own competing software development activities, without the prior written consent of Didaso; or (e) attempt to circumvent any user limits or other license, timing or use restrictions that are built into the Products. Didaso reserves all rights not expressly granted herein to you.

2. Trademarks, Logo, Copyright & Title. All title and copyrights in and to the Products and the media containing the Products are owned by Didaso and/or its licensors, and the Products’ structure, organization and code are the valuable trade secrets of Didaso and/or its licensors. You acknowledge that no title to the intellectual property in the Products is transferred to you, and that you do not obtain any rights, express or implied, in the Products or the media containing the Products other than the rights expressly granted in this Agreement. You agree to retain on the Products and any permitted back‑up copies of the Products all product identifications and patent, copyright, trademark and other proprietary notices contained on the Products delivered to you hereunder.

3. Termination. This Agreement will be terminated immediately if you breach or fail to comply with any of the terms and conditions of this Agreement or upon thirty (30) days written notice by Didaso. Upon termination, you shall immediately remove and destroy all copies of the Products or any part thereof. The provisions of this Agreement, other than the license grant contained in Section 1 hereof, shall survive termination.

4. Maintenance. Didaso is not responsible for the provision of any direct support, maintenance, or the provision of new releases, enhancements, or updates of the Products except as expressly provided for under a separate maintenance agreement with DIDASO. For information on obtaining support services see http://www.DIDASO.com.

5. NO WARRANTY; AS IS. TO THE EXTENT PERMITTED BY LAW, THIS SOFTWARE IS PROVIDED ON AN AS IS BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL DIDASO OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE, DELIVERY, OR PERFORMANCE OF THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW. IN NO EVENT WILL DIDASO'S OR ITS LICENSORS' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EXCEED THE AMOUNT OF TEN DOLLARS. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above exclusions and limitations may not apply to you.

7. Export. You agree that you will not export or re‑export the Software outside of the jurisdiction in which you obtained it without the appropriate United States or foreign government licenses.

8. Integration. This Agreement embraces the full and complete understanding of the parties as to the subject matter hereof and may not be altered or modified, except by written amendment which expressly refers to this Agreement and which is duly executed by an officer of Didaso. It is expressly understood and agreed that the terms and conditions of this Agreement shall apply to all orders and shall, to the extent that there may be conflicts, supersede any terms on any purchase orders or order forms issued by you. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

9. Choice of Law. This Agreement shall be construed and governed in accordance with the laws of the State of Israel, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on the Contracts for the International Sale of Goods. Any dispute arising hereunder shall be exclusively determined by the competent court located in the district of Tel Aviv-Jaffa.