CD Innovation Ltd., a company incorporated under the laws of the State of Israel, with an address at 4 Arbat HaMinim, Yehud, Israel (the “Company“), is engaged, among other things, with the development, manufacturing, and marketing (directly and indirectly) to integrators (the “Integrators“), of its Maestro Server products. You (the “End User“) are considering to be supplied by an Integrator a system (the “System“), into which such Integrator integrated / shall integrate the Company’s Maestro Server product and related products, such as end controllers and smart switches and thermostats (together, the “Product“).

Any use, installation and/or utilization, and/or access to, the Product and/or the Application (as defined below) by the End User shall be subject to these End User Terms & Conditions (these “Terms“). These Terms are a legal undertaking by the End User towards the Company and therefore they apply to the End User and the End User is required to read carefully these Terms in their entirety before any acquisition, use, utilization and/or installation of, and/or access to, the Product and/or the Application. If the End User does not agree to be bound by these Terms, it is not permitted to acquire, use, access, install or utilize the Product and/or the Application. Any acquisition, use, utilization and/or installation, and/or access to, the Product and/or the Application shall constitute acceptance of these Terms by the End User.

DEFINITIONS
1.1              “Application” means the Company’s software application enabling the End User to connect with the Software within the respective Product through his smart device (smartphone, tablet, personal computer etc.), as may be changed, modified, upgraded and/or updated by the Company from time to time.

1.2              “Documentation” means the user guide and other documentation attached to the Product and/or published by the Company with respect to such Product, as may be updated by the Company from time to time.

1.3              “Software” means the software, which is part of the respective Product.

LICENSE
2.1              Software Licenses.       Subject to applicable law, these Terms and all other related terms and condition and only if the End User actually and duly acquires and holds the Product, the Company shall grant to the End User a limited non-exclusive non-transferable non-sliceable revocable license to use the Application (in object code) on personal smart device of the End User, all as necessary in order to properly use the System in accordance with the related term and conditions; in addition, the Integrator may (subject to the Company’s agreement therewith (and/or with any third party distributing thereto) sublicense to the End User the limited right to use the Software (in object form) as part of the normal use of the System. The End User undertakes that any use or utilization of the Product and/or the Application shall be performed in accordance with the Documentation. Except for the limited license explicitly granted in this Section 2.1, no other licenses or rights are granted in connection with the Software and/or the Application. Notwithstanding any other provision, the Software and the Application are not sold to the End User and the End User shall have no rights in any of the foregoing. The Company shall be entitled at any time to cease the availability and/or operation of the Application, whether generally or to the End User, upon which the license thereto shall expire and terminate.

2.2              Compliance with Law. The End User undertakes to perform these Terms and to use and/or utilize the Product and/or the Application in accordance with applicable law, the Company’s instructions, guidelines and requirements, as provided and/or updated by the Company from time to time. It is clarified that the Company does not provide any warranty with respect to the compliance of the Product, the Application, and/or the use and/or utilization of any of the foregoing with any applicable law. The End User shall not act in any manner that may adversely affect the reputation of the Company and/or the Product. All risks in connection with the use and/or utilization of the Product and/or the Application shall be on the End User (and not on the Company).

Certain Limitations. The End User undertakes not to, and/or shall not cause and/or permit anyone to, directly or indirectly, (i) reproduce, duplicate or copy the Product, the Application and/or any Documentation; (ii) change, develop, modify, adapt, alter, replace, reverse engineer, disassemble, decompile, deconstruct, reduce to human readable form, translate or make any derivatives of the Product, the Application and/or any portion of any of the foregoing in any way and/or by any means whatsoever; (iii) hack and/or otherwise engage in a manner that may be detrimental to the Product and/or the Application; (iv) breach the security of the Software and/or the Application and/or engage in identifying security vulnerabilities thereof; (v) interfere with, circumvent, manipulate, impair and/or disrupt the Product, the Application and/or the operation and/or functionality of any of the foregoing; (vi) work around and/or circumvent any technical limitations in the Product and/or the Application and/or disable any features of any of the foregoing; (vii) use any tool or otherwise act to enable features and/or functionalities that are otherwise disabled and/or inaccessible; (viii) use the Product and/or the Application for any abusive, fraudulent and/or illegal activity; (ix) remove any notices from the Product and/or the Application; (x) sublicense, rent, loan, lease, transfer, assign and/or distribute the Software and/or the Application; and/or (xi) use, utilize, access and/or install the Product and/or the Application in conjunction with the operation of nuclear facilities, aircraft navigation, aircraft communication, aircraft flight control, aircraft air traffic control systems, weapons devices or systems, transportation related systems and/or environments, environments that may endanger life, or any devices, system or item, in which a malfunction (including, without limitation, software related delay or failure) or use of which may result in injury, death, bodily damage and/or damage to property. The End User alone shall bear all responsibility and liability in connection with all equipment, hardware, software and other items that are not the Product and/or the Application themselves; the End User shall ensure that such equipment, hardware, software and other items shall not (i) contain any viruses, trojan horses, worms and/or any other harmful component; (ii) disable, override or otherwise interfere with the Product and/or the Application and/or alerts, warnings, display panels, consent panels, check box and/or the like in any of the foregoing; and/or (iii) facilitate or permit any disabling, hacking, circumventing and/or interference with any security and/or privacy mechanism of the Product and/or the Application. The End User shall not be entitled to terminate these Terms.

In the event that the Integrator does not fully comply with its agreement with the Company and/or any terms and conditions applicable to such Integrator or the End User does not fully comply with these Terms, then the Company shall be entitled, at its sole discretion, to terminate any licenses set forth in Section 2.1 (and/or any sublicenses provided by the Integrator) and/or to the immediate return of the Product. The Company shall be entitled to act, as it deems fit, to enforce its rights under this Section 2.4. The Software may contain technology enabling the Company to regulate usage, for example, software limiting use to the licensed number of concurrent users or named users or temporarily restricting usage until fees are paid in full. The End User acknowledges that such technology and restraints are a reasonable method to ensure compliance with these Terms and agreements, terms and/or conditions with and/or applicable to the Integrator. The End User agrees that the End User will not circumvent, override, or otherwise bypass, such restraints that regulate the use of the Software.

3        NO WARRANTY
The Product is provided, and the Software and the Application are licensed or sublicensed (as the case may be), “AS IS”, without any warranties whatsoever by the Company and/or any supplier thereof. Neither the Company, nor its suppliers, warrant that the Product and/or the Application will meet the Integrator’s and/or the End User’s requirements or that the operation of any of the foregoing will be uninterrupted and/or that the Software and/or the Application will be error-free or virus-free. THE COMPANY MAKES NO WARRANTY, GURATEE OR REPRESENTATION, AND UNDERTAKES NO OBLIGATION, UNDERTAKING OR PROMISE, WITH RESPECT TO THE PRODUCT AND/OR THE APPLICATION AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS AND GURANTEES, WHETHER OR NOT EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON INFRINGEMENT OF THIRD PARTY RIGHTS.

The Company shall have no obligation to provide any maintenance, support and/or other services and shall have no liability in connection with any services that it does provide, if any. It is clarified that the Company shall have no liability in connection with any Product and/or the Application fitting the respective System, the related project, the Connections, the Connected Items and/or the use, utilization, access, installation, and/or operation of any of the foregoing, whether as those are upon delivery and/or as those will be in the future. The Company shall have no limitations in ceasing its operations and/or any part thereof and/or determining that it does no longer provide, sell, support and/or maintain any product and/or service.

INTELLECTUAL PROPERTY
The End User acknowledges and agrees that the Software and the Application and all patents, copyrights, trademarks, trade names, trade secrets and/or intellectual and/or industrial property and/or like rights in connection with the Product, the Application and/or any derivative of any of the foregoing are owned by the Company, that the End User shall have no title and/or ownership in the Software and/or the Application, that the Software and/or the Application are protected under copyrights laws and contain trade secrets and other proprietary information of the Company and that these Terms and/or any acquisition of the Product do not transfer any patents, copyrights and/or intellectual property and/or like rights to the End User.

INDEMNIFICATION
The End User shall compensate, indemnify, defend, and hold harmless, the Company from and against any and all claims, actions, proceedings, demands, liabilities, damages, losses, costs and expenses (including, without limitation, attorney’s fees and/or any third party claims) related to and/or connected with (i) any use and/or utilization of the Product, the Application and/or the System and/or any action and/or omission of the Integrator and/or the End User; (ii) any breach of this Agreement; and/or (iii) mishandling, misuse, use under inappropriate conditions and/or circumstances, and/or inadequate use, of the Product and/or the Application.

LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR ANY DAMAGES AND/OR LOSSES, UNDER CONTRACT, TORTS LAW AND/OR TOHEREWISE, IN CONNECTION WITH AND/OR ARISING OUT OF THESE TERMS AND/OR THE PRODUCT, THE APPLICATION AND/OR TOWARDS THE END USER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANMY SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY THRID PARTY HARDWARE, SOFTWARE, CONTENT, SERVICES AND/OR ITEM IN THE PRODUCT AND/OR THE APPLICATION.

INSURANCE
Without derogation from the End User’s liability under these Terms, the End User shall purchase and maintain, at its own expense, insurance policies (including, without limitation, professional liability insurance and product liability insurance) on customary terms from a reputable insurance company covering any liability of the End User under or in connection with these Terms and/or any related activity, including, without limitation, for the indemnification of the Company under these Terms. The Company shall be entitled to receive, from to time, copies of the policies and the documents evidencing that such policies are in effect, for its review, upon demand by the Company from the End User.

DATA PROTECTION
When connected to the Companie’s cloud services, the Company gets respective End User’s Controller Software information such as , UID (unique identifier), communication log and debug information. The End User acknowledges and agrees that Company may collect data resulting from or otherwise relating to the Integrator’s and/or the End User’s use of the Product and/or the Application (“Data”) for purposes of providing debug and maintenance and support. The Company shall have the right to de-identify such Data so that it does not identify the End User (the “De-Identified Data”). The Company shall have the irrevocable right to freely use, copy, distribute and exploit the De-Identified Data for its business purposes, including, without limitation, research, software, services and/or product development and improvement and provision of products and services to other customers.

However, the Company does not intend to store and/or process End User personal data. The Product, by its nature, may (subject to the terms and conditions of these Terms) be connected, adjunct, integrated, combined, and configured (the “Connections“), with and/or into, equipment, hardware, devices, software, applications, systems, products, solutions, websites, infrastructures, and/or other items (the “Connected Items“). The End User (and not the Company) shall be responsible and liable in all respects for all aspects in connection with the Connections and/or the Connected Items, including, without limitation, (i) ensuring that the communication ports in the Products are not opened to the internet, and, except as explicitly permitted by the Company in the Documentation (and, in addition, only after the Integrator properly informs the End User of the related risks), that no internet (external) ports are forwarded to the Product; (iii) ensuring that the respective Product and the Application fit the System, the Connections, the Connected Items and/or the use, utilization, access, installation, functionality and/or operation, and/or the risks related to, of any of the foregoing, including, without limitation, form the perspectives of data and cyber privacy, security and protection; (v) compliance with the Documentation and any other instructions, guidelines, requirements and/or directions provided and/or published by the Company from time to time in connection with the Product, the Application and/or the use, utilization, access, installation, and/or operation of any of the foregoing; (vi) ensuring that the original password and user names of the Product are properly changed and no password and/or usernames related to the System, Product and/or the Application is provided to anyone, and (vii) ensuring there is no access to the Product and/or the Application by anyone who may abuse it and that the Connected Items shall not include unknown or unrecognized products and/or items. The End User hereby confirms that he is well aware of the data and cyber privacy, security and protection risks in connection with the System, the Product, the Application, and/or the use, utilization, access, installation, and/or operation of any of the foregoing.

In this Section 8, (i) “data privacy laws” shall include, without limitation, all laws that relate to data protection, privacy, cyber security, the use of information relating to individuals, and/or the information rights of individuals, including, without limitation, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), any applicable law which implements GDPR, all and any statutes related to any of the foregoing, and all regulations under any of the foregoing and all formal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures and/or publications of the Information Commissioner’s Office, other relevant regulator and/or any relevant industry body, all as amended and/or replaced from time to time; and (ii) “(data) controller”, “personal data”, and “processing” shall include, without limitation, the respective meanings given to them respectively, under GDPR or other applicable laws from time to time.

STATUS
The End User is not in any manner a client or customer of the Company. The Company does not have any obligations and/or liabilities under these Terms and/or towards the End User.

CONFIDENTIALITY
10.1          The End User undertakes to keep strictly confidential any information that the Company directly or indirectly discloses to End User (the “Confidential Information”). The End User shall not use, disclose, copy, reproduce, decompile, reverse engineer, and/or the like, any Confidential Information.

10.2          Upon request by the Company, the End User shall return to the Company all Confidential Information.

The End User acknowledges that in the event of a breach of this Sections 4, 8 and/or 10 monetary damages may not be sufficient and that in cases of such a breach or threatened breach, the Company shall be entitled to obtain an injunction and any other equitable remedy (without bond).

GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of the State of Israel, excluding its conflicts of laws rules. In the event of any dispute, controversy or claim of any kind or nature arising under or in connection with these Terms, it shall be resolved solely by the competent courts in Tel-Aviv – Jaffa, Israel.

ASSIGNMENT
The End User shall transfer, assign or otherwise dispose of its rights or obligations under this Agreement in any manner, without the prior written consent of the Company. The Company shall be entitled to freely assign these Terms to any successor in interest thereof.

ENTIRE AGREEMENT
These Terms shall not derogate from any duties of the End User towards the Company under applicable law. These Terms shall not be amended or modified, except that the Company shall be entitled to amend, modify and/or change these Terms from time to time.

SEVERABILITY
To the extent that any provision of these Terms is held by a court of competent jurisdiction to be invalid, such provision shall be excluded from these Terms and the remainder of these Terms shall not be affected, provided that these Terms shall be interpreted, to the fullest extent consistent with applicable law, so as to give effect to the excluded provision.