This End-User License Agreement (this "EULA") is a
binding agreement between you (the single user individual or entity signed below) and Cyiot Ltd. ("Cy-oT") regarding the use of the Software (as defined herein). By installing and/or
using all or any portion of the Software and/or the Product, you accept all the terms and conditions of this
CY-OT PERMITS YOU TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH AND SUBJECT TO
YOUR FULL AGREEMENT AND COMPLIANCE WITH THE TERMS OF THIS EULA. THE USE OF THE SOFTWARE IS SUBJECT SOLELY TO THE
TERMS OF THIS EULA (AS MAY BE AMENDED FROM TIME TO TIME BY PROVIDING YOU A WRITTEN NOTICE) AND THE PROVISIONS OF
THIS EULA SHALL PREVAIL ANY CONTRADICTING PROVISION, NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER ANY DOCUMENT
EXCHANGED OR SIGNED BETWEEN YOU AND CY-OT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT
INSTALL OR USE THE SOFTWARE. INSTEAD, PROMPTLY CONTACT THE RESELLER FOR INSTRUCTIONS ON RETURNING THE PRODUCT IN
ACCORDANCE WITH THE RETURN POLICIES. ANY USE OF THE PRODUCT AND THE SOFTWARE WILL CONSTITUTE YOUR AGREEMENT TO
The term "Software" in this EULA shall refer to the software components
embedded within any Cy-oT product purchased by you from the reseller, including, any upgrades, modified
versions, updates and additions thereof, if any (collectively, the "Updates").
The term "Product" in this EULA shall refer to Cy-oT's product purchased
by you in which the Software in embedded.
- Grant of License. Subject to your full
compliance with the terms of this EULA, Cy-oT grants you a limited, personal, non-exclusive,
non-transferable, non-sub-licensable, single user license to use the Software embedded in the Product.
Without derogating the generality of the aforementioned, the Software may be used solely for your internal
business purposes and you may not make any commercial use of the Software, nor grant any third party any
right to use the Software, whether or not for consideration.
- No Ownership. You have no ownership rights,
interest, title or other proprietary rights in the Software. Rather, you have a license to use the Software
pursuant to the terms of this EULA. Ownership of the Software and all other rights, title and interests of
the Software, including all copyrights, trade secrets, and other intellectual property rights, shall remain
at all times solely with Cy-oT and this EULA does not convey to you any interest in or to the Software,
except for a limited right of use as set forth herein, revocable and/or terminable in accordance with the
terms of this EULA.
- Confidentiality. You acknowledge that the
Software contains confidential and proprietary information and trade secrets of Cy-oT and agree that any
unauthorized disclosure, use, or copying of the Software may cause Cy-oT serious financial loss.
Accordingly, you shall treat the Software as confidential and arrange proper and secure storage of said
Software in the same manner as you own confidential material of like nature.
- Copyrights. The Software contains material
that is protected by applicable copyright and trade secret laws and by international treaty provisions. All
copyright or any other proprietary notices placed on or contained within the Software shall be maintained,
and you may not alter, remove, modify, or suppress any such proprietary notice of Cy-oT. You will also
ensure that all such proprietary notices and confidentiality legends appear on all copies of the Software.
- Data Privacy. Cy-oT does not collect through the
Software any direct personal data relating to you or other natural persons. Should any of your personal data
is uploaded, stored, maintained, and/or shared by using the Software, you are solely responsible for
ensuring that your use of the Software is in accordance with applicable privacy laws, and you give Cy-oT
authorization to use your personal data for the operation of the Software. For further information on how
Cy-oT protects and uses personal data it might collect, see Cy-oT's Privacy Notice located at https://www.cy-ot.com/privacy.
- Updates. Cy-oT, at its discretion, may
provide Updates to the Software. All Updates are provided to you on a license exchange basis. You agree that
by using any Update you voluntarily terminate your license to use any previous version of the Software.
- Restrictions. Other than the rights expressly
licensed hereunder to you, no other rights or interests whatsoever in the Software are transferred or
granted to you. Without limiting the foregoing, you undertake not to, and not to allow or aid to any third
party, to: (i) use the Software for any purpose other than the purpose explicitly set forth hereunder, or
other than in compliance with the terms of this EULA; (ii) publish, display, disclose, sell, distribute,
rent, lease or donate the Software; (iii) copy (except as allowed under this EULA), alter or reproduced the
Software or the documentation which accompanies the Software or create derivative works based on the
Software or any part thereof; (iv) develop any other product containing any of the concepts or ideas
contained in the Software; (v) modify, alter, reverse engineer, dissemble or decompile the Software or any
part thereof, or incorporate the Software into any other software, or extract the Software form the Product
within which it is embedded, or attempt to create the source code from the object code of the Software; or
(vi) transmit the Software over any network or between any devices, although you may use the Software to
make such transmissions of other materials. Please be aware that your use of the open source codes and third
party software embedded within the Cy-oT product is subject to the terms of the licenses applicable thereto,
details of which are available upon written request. THE USE OF THE SOFTWARE
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER IS EXPRESSLY PROHIBITED, AND CONSTITUTES AN ILLEGAL INFRINGEMENT OF
COPYRIGHT AND OTHER RIGHTS OF CY-OT IN AND TO THE SOFTWARE AND A VIOLATION OF THIS EULA.
- No Warranty. CY-OT GRANTS NO WARRANTY WITH
RESPECT TO THE SOFTWARE, TO YOU OR TO ANY OTHER PERSON OR ENTITY, EITHER EXPRESS IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. CY-OT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY
SECURE. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" AND WITH
ALL FAULTS, AND CY-OT DOES NOT WARRANT AND REPRESENT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED
OR ERROR FREE.
- Disclaimer of Damages. IN NO EVENT AND UNDER
NO CIRCUMSTANCES, SHALL CY-OT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR LOSSES, COSTS,
PENALTIES, ATTORNEYS FEES RESULTING FROM ANY EXPOSURE AND/OR LOSS OF DATA, FAILURE IN PROTECTING DATA,
BUSINESS INTERRUPTION OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITATION, LOST PROFITS, SAVINGS, USE, OPPORTUNITY, TAXES AND PENALTY TAXES, OR REVENUES
OF ANY KIND), WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), EVEN IF YOU NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
NOTWITHSTANDING ANYTHING IN THIS EULA TO THE CONTRARY, CY-OT'S AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES
OR OTHER REPRESENTATIVES' SOLE, EXCLUSIVE AND MAXIMUM AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED $100.
The limited warranty, limited liability and exclusive remedies provisions set forth herein are
fundamental elements of this EULA, and you accept and confirm that Cy-oT would not be able to provide the
Software on an economic basis without such limitations.
- Termination. Notwithstanding
anything to the contrary herein, this EULA is effective until terminated pursuant to the provisions of this
Section. You may terminate this EULA at any time by destroying or returning to Cy-oT all copies of the
Software in your possession or under your control and in any event providing written notice to Cy-oT which
would confirm that you have acted in accordance with the provisions hereof. Cy-oT may terminate this EULA
and the license granted hereunder, if Cy-oT finds that you have violated the terms of this EULA, or in case
of nonpayment of the applicable fees for the Software or the Product at the time due. Upon notification of
termination, you agree to destroy or return to Cy-oT all copies of the Software in your possession or under
your control and to certify in writing, inter alia, that all known copies, including backup copies of the
Software have been destroyed or returned. All provisions relating to proprietary rights and limitation of
warranty and liability shall survive the termination of this EULA.
- Governing Law. This EULA will exclusively be
governed by and construed in accordance with the substantive laws in the State of Israel, without regard to
its conflict of law rules. The respective courts of Tel-Aviv-Jaffa, shall have exclusive jurisdiction over
all disputes arising from or relating to this EULA.
- General Provisions. (i) you may not assign
or transfer any rights or obligation in this EULA without the prior written consent of Cy-oT. Any attempted
assignment or transfer in violation of this Section will be deemed void. Cy-oT expressly reserves the right
to assign this EULA to an acquirer of or successor to substantially all of its business assets related to
this EULA and/or to the Software; (ii) If any part of this EULA is found void and/or unenforceable, it will
not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to
its terms (unless it renders the license contemplated hereby impracticable); (iii) Updates may be licensed
to you by Cy-oT with additional and/or different terms; (iv) Any waiver, modification or amendment of any
provision of this EULA shall be effective only if in writing and signed by the parties hereto; (v) No delay
or omission by Cy-oT in exercising any right under this EULA shall operate as a waiver of that or any other
right; (vi) Nothing in this EULA, express or implied, shall create or confer upon any person or entity,
other than the parties hereto or their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities, except as expressly provided herein.