The following terms shall have the respective meanings as set forth within this Section, or in the Section in which they first appear in this EULA: 1.1 "Documentation" means all user manuals, technical manuals and any other materials provided by Axonize (or a Partner on Axonize’s behalf), at any time, in printed and electronic form, that describe the installation, operation, use or technical specifications of the Licensed Software. 1.2 “Axonize IoT Platform™” (deemed to include any subsequent, or predecessor name referring thereto) (together- the “Licensed Software”), shall mean the licensed software product (in their current version), the current specifications of which are attached herein and marked Exhibit A, and all media and Documentation relating thereto, together with any related third party licensed software (if applicable) and together with such other services as may, from time to time or on a case by case basis, be provided by Axonize or integrated thereto. 1.3 “Intellectual Property Rights” includes but is not limited to, worldwide rights, whether registered or not, under any copyright, trademark, service mark, patent and integrated circuit protection laws, rights in domain and subdomain names, trade secrets, know-how, rights against misappropriation of databases and confidential information, including but not limited to technology, ideas, algorithms, testing procedures, structure, interfaces, documentation, problem reports, drawings and other technical, production, marketing and financial information, plans and data and all similar or equivalent rights or forms of protection provided by applicable law, regulations or rules in any jurisdiction throughout the world. 1.4 “Marks” include the following: “AXONIZE™”, (and any constituent or subsequent names thereof) and the Axonize logo (as may exist from time to time), together with any other name or sign connected to Axonize at any time, with or without logo design. 1.5 "New Version" means as, defined by Axonize, any new version of the Licensed Software that Axonize may from time to time introduce and market generally as a distinct licensed product, and which the Licensor may make available to the End User. 1.6 “Partner” means any third party that has entered into a Master Agreement (as defined below), with Axonize to provide to the End User the Licensed Software (when applicable). 1.8 “Master Agreement” means a commercial agreement entered into by Axonize and End User or any third party partner (“Partner”), the result of which is that Axonize provides, directly or indirectly through the Partner or otherwise, the Licensed Software and this EULA to End User. 1.9 “Territory” for the purposes of this EULA means Israel. 1.10 “Update” means any modifications, updates or releases made to the Licensed Software from time to time which may add or change program features or improve on existing features, or functions, modules, and technology, that are not originally within the Licensed Software. These Updates may contain, among other things, error corrections, enhancements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Licensed Software. 2. License 2.1. Upon the terms and subject to the conditions as set forth in this EULA and, where applicable, the relevant Master Agreement (including full payment as required by the payment provisions therein), Axonize hereby grants a personal, revocable, non-exclusive, non-transferable, non sub licensable, temporary, limited license to the End User to use the Licensed Software (and the Documentation as applicable) for the purposes of monitoring and tracking it’s premises as purchased and subscribed for by End User from Axonize or Partner, within the Territory (collectively hereinafter: the “License”) during the Term. 2.2. Updates, if applicable and relevant, are also governed by this EULA. 3. Acceptance The End User hereby acknowledges that by using the Licensed Software in part, or in full, that it has accordingly and in full accepted the Licensed Software for all purposes and it is from such point fully obligated as concerns its payment obligations hereunder. 4. Limited Warranty, Indemnifications and Limitation of Liability 4.1. Axonize represents and warrants that the Licensed Software shall function substantially in accordance with the Specifications listed in Annex A (the “Warranty”). Such Warranty shall only apply where the End User is in full compliance with all other terms and conditions of this EULA. In the event that this paragraph contradicts any specific Warranty provision as contained within a Master Agreement (executed by Axonize) to which this EULA is annexed, the Warranty provision as referenced therein shall, notwithstanding anything to the contrary, prevail over this Section ‎‎4‎. 4.2. It is hereby clarified that any Warranty does not include damage to or decreased functionality of the Licensed Software resulting from a cause other than Axonize caused defect or malfunction, including damage arising from: (a) abuse, misapplication, improper installation, testing, operation or maintenance or neglect, or other hazard, or unreasonable use, or (b) use of the Licensed Software in combinations with any product or process not provided, or agreed to, by Axonize, or (c) any Licensed Software or part thereof for which the End User does not pay any due license fee as required under a valid agreement. 4.3. Exclusive Remedies. For any material breach of the warranties mentioned above during the Term (as defined below), End User's exclusive remedy, and Axonize's entire liability, shall be the correction of material Licensed Software errors that cause breach of the Warranty and occur during the Term, or if so elected by Axonize in its sole discretion, End User shall receive a refund of any fees paid to Axonize for the applicable Licensed Software license and shall immediately cease using the applicable Licensed Software. 4.4. EXCEPT FOR THE EXPRESS LIMITED WARRANTY MENTIONED ABOVE, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER, AND SUCH WARRANTY AND THE REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. AXONIZE HEREIN MAKES NO WARRANTIES OR BINDING REPRESENTATIONS AS TO PERFORMANCE OF OR CONTENT OF THE LICENSED SOFTWARE OR AS TO AXONIZE SERVICE TO END USER OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH ABOVE AND IN AXONIZE’S LIMITED WARRANTY ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. 4.5. NOTWITHSTANDING ANYTHING TO THE CONTRARY MENTIONED ELSEWHERE IN THIS AGREEMENT, END USER IS ONLY ENTITLED TO COMPENSATION FOR DIRECT EXPENSES AND DIRECT DAMAGES ARISING FROM WILLFUL MISCONDUCT ON THE PART OF AXONIZE. IN NO EVENT SHALL AXONIZE BE LIABLE FOR ANY OF THE FOLLOWING: A) DAMAGES BASED ON ANY THIRD PARTY CLAIM; B) INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WORK STOPAGE, LOSS OF USE, REVENUE AND/OR PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE) ARISING OUT OF THIS AGREEMENT OR OTHERWISE OUT OF END USER’S USE OF THE LICENSED SOFTWARE, EVEN IF AXONIZE HAS BEEN ADVISED OF OR COULD FORSEE THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AXONIZE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECIEVED BY AXONIZE FOR THE LICENSED SOFTWARE IN THE 12 (TWELVE) MONTHS IMMEDIATELY PRECEDING ANY EVENT GIVING RISE TO SUCH CLAIM (WHETHER PAID TO A PARTNER OR PAID TO AXONIZE AND IN ANY EVENT, ANY SUCH AMOUNT, HOWEVER ACCRUING, SHALL BE CAPPED AT US$50,000 IN THE AGGREGATE). 5. End User’s Warranties, Undertakings and Representations End User hereby warrants, undertakes and represents as follows: 5.1. The End User shall not make and shall not permit any third party to make any unauthorized changes and/or alterations to the Licensed Software, and shall not remove any identification, copyright logo, trademark, trade name or other notices from the Licensed Software or any Documentation. It shall not in any way decipher, decompile, disseminate, modify, recreate, copy, generate, emulate, reverse engineer or merge the Licensed Software or any part thereto, in any way including into another program or otherwise attempt to determine the underlying source or object code of the Licensed Software or permit any such actions, or create derivative works based on the Licensed Software. End User has no right to receive, reproduce or distribute any source code, object code or any partial copies of object code or source code of the Licensed Software. End User undertakes to notify Axonize promptly of any infringements or alterations of the Licensed Software that come to End User's attention and to fully and promptly assist Axonize in any prosecutions and any other action that Axonize may take. 5.2. The End User shall fully protect all of the proprietary rights of Axonize in and to the Licensed Software, including, without limitation, security access to Licensed Software and utilizing all legal and equitable remedies available. 5.3. The End User shall not distribute, copy, duplicate, or otherwise reproduce all or any part or translate any part of the Licensed Software (except and only to the extent that such activity is expressly permitted by applicable law and notice of the same is given to Axonize in advance). 5.4. The End User shall not use the Licensed Software in violation of any federal, state or local law, regulation or rule or not as contemplated under the relevant Master Agreement with Axonize or Partner. 5.5. Export Administration. End User agrees to comply fully with all relevant export laws and regulations of the United States of America (“Export Laws”) or elsewhere as applicable, to assure that neither the Licensed Software nor any direct product thereof are (1) exported, directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. 6. Term and Termination 6.1. This Agreement is effective as of the Effective Date and shall continue for the term of the End User’s subscription to the Axonize Iot Platform under a valid Master Agreement unless and until terminated as provided hereunder (the "Term"). 6.2. Axonize may terminate this Agreement, prior to the end of the Term, and the License under it, if one or more of the following occur: (1) upon fifteen (15) days written notice, if End User or the Partner (if applicable) shall fail to pay any License fee when due, but such termination shall not take effect, and the respective License shall remain in full force and effect, if End User makes such payment in full prior to the expiration of said fifteen (fifteen) day period; (2) upon fifteen (15) days written notice, if End User is in default of any other non-material provision of this Agreement, but such termination shall not take effect, and the License shall remain in full force and effect, if End User cures such default prior to the expiration of said fifteen (15) day period; (3) if End User commits a breach of any warranty or End User enters into liquidation, whether voluntary or compulsory, or has a receiver appointed, or commits an act of bankruptcy, or becomes insolvent, or enters into any arrangement with its creditors, or takes or suffers any similar action in consequence of debt, or ceases or threatens to cease to carry on business. 6.3. If End User's right to use the Licensed Software is terminated for any reason, whether with or without cause or due to the expiration of a fixed term license, or non-renewal thereof, End User shall immediately cease using the Licensed Software and fully and permanently delete all remains of the same and all associated items. Furthermore, End User shall promptly and at its own expense return to Axonize (or the applicable Partner if relevant) all copies of any materials provided by Axonize (or any Partner) in connection with the License. Upon written request from Axonize, End User shall confirm in writing to Axonize that such deletion of the Licensed Software and return of all materials has occurred. 6.4. The provisions of Section ‎4, ‎5, 6 and ‎7 shall survive the any expiration or earlier termination of this Agreement. 7. Intellectual Property Rights and Other Rights Axonize (or its affiliates or suppliers as applicable) own (or licenses) all right, title and interest, including all Intellectual Property Rights, in and to the Licensed Software, portions thereof, the Marks, or Licensed Software or content provided through or in conjunction with the Licensed Software. Except for the limited license granted under this Agreement, all rights in and to the Licensed Software and the Marks are reserved by Axonize (and/or its third parties with whom it has contracted) and no licenses, ownership or other rights, implied or otherwise, are granted by Axonize. The End User hereby agrees not to contest any such ownership or rights. 8. Miscellaneous 8.1. This Agreement binds and will benefit the Parties and their respective successors and assigns. This Agreement and the Master Agreement constitute the entire understanding of the Parties with respect to its subject matter, supersede all prior oral or written agreements between the Parties (unless as otherwise may be specifically referenced herein), and may be modified only in writing by signature of the Parties. This Agreement may not be assigned by End User without the prior written consent of Axonize. 8.2. In case of a contradiction between this Agreement and the Master Agreement, this Agreement shall prevail unless specifically stated to the contrary herein. 8.3. The Parties will use their best endeavors to amicably settle any dispute or difference between them. This Agreement shall be governed and enforced exclusively in accordance with the laws of Israel, without regard to any conflict of law’s provisions. The sole and exclusive venue for resolution of any dispute in respect to this Agreement shall be in the competent courts located in Tel Aviv, Israel. 8.4. End User acknowledges that due to the unique nature of the Licensed Software, there may be no adequate remedy at law for any breach of the obligations hereunder by it and that any such breach may result in irreparable harm to Axonize. Therefore, upon any such breach Axonize may seek appropriate equitable relief in addition to whatever remedies it may have at law. Further, the failure of Axonize to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of Axonize thereafter to enforce each such provision. No waiver in any instance of any of the provisions of this Agreement shall constitute a waiver with respect to any other terms of this Agreement or with respect to the same provision in any other instance. 8.5. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement. 8.6. The paragraph headings in this Agreement have been inserted merely for convenience, and shall not affect the rights and obligations of the Parties or the meaning of the language in this Agreement