END USER LICENSE AGREEMENT

This End User License Agreement (the "Agreement"), is between you (both individual and any legal entity on whose behalf such individual is acting) (hereinafter: “You” or “Your”), on one hand; and AutoMonX Ltd. (“AutoMonX”); on the other hand. 
By activating this Agreement, downloading, installing and/or using the Software, You confirm to be bound by the terms and conditions of this Agreement; and You have the authority to bind the entity specified above, You agree to be bound by the following terms and conditions set forth herein. This Agreement governs the terms and conditions with respect to the installation and use of the Software by You. If You do not agree to any of the terms of conditions of this Agreement, do not install and/or use the Software and You are restricted in installing and/or using the Software.

1.	Definitions. “Software” means the Software products developed by AutoMonX    that are licensed to You in connection with this Agreement, together with all other related and accompanying documentation (the "Documentation"), provided by AutoMonX. 
2.	License. Subject to the terms and conditions of this Agreement, AutoMonX hereby grants You, and You hereby accept, a non-exclusive, non-sublicensable, non-transferable and fully revocable license to install and use the Software in mechanic-readable object-code form only, and to use the Documentation. Such license shall be in effect duration the Activation Period (as defined below), and shall automatically expire upon the conclusion thereof. 
3.	Restrictions. Notwithstanding the above, the Software is licensed to You solely for Your own internal use, such use to be made by You and for Your own operations. Neither the Software nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party. You agree not to allow others to use the Software and You will not use the Software for the benefit of third parties. You acknowledge that the source code of the Software, and the underlying ideas or concepts are valuable intellectual property of AutoMonX and You agree not to, except as expressly authorized in writing by AutoMonX and only to the extent established by applicable statutory law, attempt to (or permit other third parties to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Software or developing your own activation codes or attempting to bypass or causing the Software activation codes to fail to function by any means whatsoever. You will not develop methods to enable unauthorized parties to use the Software, or to develop any other product and/or services containing any of the concepts and ideas contained in the Software. You will not (and will not allow any third party to) modify the Software or create derivative work off any portion of the Software. You will not (and will not allow any third party to) remove any copyright or other proprietary notices from this Software. You will not test the Software or use the Software in connection with any benchmark tests, evaluation or any other tests, the results of which are designated or likely to be published in any form or media or otherwise made available to the public, without AutoMonX's prior written approval. Other than explicitly permitted hereinabove: You will not rent, lend, lease, sub-license or transfer the Software and/or Your rights to the Software. You or any person under Your authority or control will not make copies of the Software or any portions thereof. You will not use the Software in a manner that is not in compliance with the Documentation and with AutoMonX's specific instructions. You will not copy nor modify, adapt or translate into any language the Documentation, nor create derivative works based on the Documentation, without the prior written consent of AutoMonX. You will not use any software provided by third parties and contained within the Software, other than as part of the Software as provided to You by AutoMonX. 

4.	Title and Intellectual Property. You acknowledge and agree that the Software and the Documentation, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are AutoMonX's property protected under any applicable laws and treaties or AutoMonX has granted the legal right to use such Software. You further acknowledge and agree that any and all rights, title and interests in and/or to the Software, including associated intellectual property rights (including but not limited to, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software are and shall remain with AutoMonX and/or by any corporation which provides AutoMonX the legal rights with respect to such Software. This Agreement does not convey to You an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms and conditions of this Agreement. Nothing in this Agreement constitutes a waiver of AutoMonX's intellectual property rights under applicable Law. 
5.	Third Party Software. If the Software contains any software provided by third parties, such third party software shall be subject to its applicable license and to the conditions found in separate license agreements as applicable, in the event that no such third party license agreements exist, the restrictions contained in this Agreement shall apply on all such third party software mutatis mutandis. 
6.	Term and Termination. This Agreement is effective as of the date you have purchased and downloaded the Software, without time limitation (the "Activation Period") or until terminated by AutoMonX at any time by providing You with an advance written notice of 30 days. Upon any violation by You of any of the provisions of this Agreement, or the termination of the Activation Period, the rights to use the Software and Documentation shall automatically terminate and the Software, the Documentation and all copies thereof must be returned to AutoMonX or destroyed. In such an event, You shall indemnify AutoMonX for any loss expenses and/or damages incurred by AutoMonX pursuant to such breach or violation, in addition to any other rights and remedies available to AutoMonX under applicable law. You may also terminate this Agreement at any time by returning to AutoMonX or destroying all copies of the Software and Documentation in your possession or control; provided, however, that you shall pay the entire amount of license, support and maintenance fees that you were to pay for the entire term of the license for which You have subscribed, and that no refunds shall be made by AutoMonX. 
7.	Limitation on Warranty. THE SOFTWARE AND THE DOCUMENTATION ARE LICENSED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND AutoMonX DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. 
8.	Limitation of Liability. YOU HEREBY AGREE THAT IN NO EVENT SHALL AutoMonX OR ANY PARTY GRANTING AutoMonX THE RIGHTS WITH RESPECT TO SUCH SOFTWARE OR ITS OFFICERS, EMPLOYEES OR CONSULTANTS AND/OR ANY ONE ACTING ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE SALE OF, USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AutoMonX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND AutoMonX. IN NO EVENT WILL AutoMonX BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT AutoMonX RECEIVED FROM YOU FOR THE LICENSE OF THE SOFTWARE GIVING RISE TO THE LIABLITY. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT AutoMonX WOULD NOT PROVIDE THE SOFTWARE EXCEPT UNDER THE TERMS OF THIS LICENSE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
9.	Export Control. You shall comply with all applicable government trade and export control laws and regulations with respect to the Software. You agree that the Software will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction.
10.	Miscellaneous. (i) You will not assign Your rights or obligations under this Agreement without the prior written consent of AutoMonX, (ii) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect, (iii) 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, (iv) This Agreement sets the entire understanding and agreement between You and AutoMonX. It supersedes any prior proposal, representation and understanding concerning the Software, and may be amended only in writing signed by both parties; and (v) This Agreement shall be deemed an agreement for the benefit of third-party suppliers of AutoMonX. 
11.	Governing Law. The laws of the state of Israel shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of law principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate Israeli court sitting in Tel Aviv-Jaffa, Israel.