CD Innovation Ltd., a company incorporated under the laws of the State of Israel, with an address at 4 Arbat HaMinim, Yahud, Israel (the “Company“), is engaged, among other things, with the development, manufacturing, and marketing to integrators (directly and indirectly), of its Maestro Server products. You (the “Integrator“; and together with the Company, the “Parties“) are engaged with the integration and marketing to End Users (as defined below) of programmable controllers, accessories and software. The Company supplied and/or may (but shall have no obligation to) supply Maestro Server products and related products, such as controllers, smart switches and thermostats (the “Products“) to the Integrator.

Any use, installation and/or utilization, and/or access to, any Product, the Application (as defined below) and/or the Designer Software (as defined below) by the Integrator shall be subject to these Integrator Terms & Conditions (these “Terms“). These Terms are a legal agreement between the Parties and therefore it applies to the Integrator and the Integrator is required to read carefully these Terms in their entirety before any use, utilization and/or installation of, and/or access to, any Product, the Application and/or the Designer Software. If the Integrator does not agree to be bound by these Terms, it is not permitted to use, access, install and/or utilize any Product, the Application and/or the Designer Software. Any use, utilization and/or installation, and/or access to, any Product, the Application and/or the Designer Software shall constitute acceptance of these Terms by the Integrator.

DEFINITIONS

1.1              “Application” means the Company’s software application enabling the respective End User to connect with the Controller 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” of each Product means the user guide and other documentation attached to such 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              “Designer Software” means the Company’s computer software/s “Maesatro Designer” of different versions, and other software tools, enabling the Integrator to Design the specific functionality of the Controller Software for a certain Product, as provided by the Company to the respective Integrator for the respective project.

1.4              “End User” means the end user of a Product and/or Application.

1.5              “Integrated System” means the system, into which the Integrator shall integrate the respective Product.

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

LICENSE
2.1              Commercial Terms.     The commercial terms and conditions for the supply of each Product (including, without limitation, the price, payments terms, delivery terms and ordering procedure) are those agreed between the Parties separately with respect to such Product and, to the extent not agreed, per the Company’s standard as of the time on which the Company accepts the order for such Product. These Terms do not in any manner create any obligation of the Company to supply anything.

2.2              Software Licenses.       Subject to applicable law, these Terms and the Integrator actually and duly purchasing any Product, the Company grants to the Integrator a limited non-exclusive non-transferable license to (i) load, install, store and execute a reasonable number of copies of the Designer Software (in object code), and to use the Application (in object code) on a reasonable number of devices of the Integrator, all as necessary in order to integrate such Product into the respective Integrated System and (ii) sublicense to the End User the limited right to use the Controller Software (in object form) as part of the normal use of such Product in conjunction with the respective Integrated System, subject to the End User Terms & Conditions at www.cdinnovation.com, as may be updated by the Company from time to time (the “End User Terms”). The Integrator undertakes that any use or utilization of any Product, the Application and/or the Designer Software shall be performed in accordance with the Documentation and that any delivery of an Integrated System to the respective End User shall be made with the Documentation attached to the respective Product. Except for the limited license explicitly granted in this Section 2.2, no other licenses or rights are granted in connection with the Controller Software, the Application and/or the Designer Software. Notwithstanding any other provision, the Controller Software, the Application and the Designer Software are not sold to the Integrator and the Integrator 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, upon which the license thereto shall expire and terminate.

2.3              Compliance with Law. The Integrator undertakes to perform these Terms and to use and/or utilize the Products, the Application and the Designer Software in accordance with applicable law, the Company’s instructions, guidelines, and requirements, as provided by the Company to the Integrator from time to time and as 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 Products, the Application, the Designer Software and/or the use and/or utilization of any of the foregoing with any applicable law. The Integrator shall not act in any manner that may adversely affect the reputation of the Company and/or the Products. All risks in connection with the use and/or utilization (including, without limitation, by End Users) of the Products, the Application and/or the Designer Software shall be on the Integrator (and not on the Company).

Certain Limitations. The Integrator undertakes that neither the Integrator, nor any End User, shall, and/or shall cause and/or permit anyone to, directly or indirectly, (i) reproduce, duplicate or copy any Product, the Designer Software, 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 any Product, the Designer Software, 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 any Product, the Application and/or the Designer Software; (iv) breach the security of the Controller Software, the Application and/or the Designer Software and/or engage in identifying security vulnerabilities thereof; (v) interfere with, circumvent, manipulate, impair and/or disrupt any Product, the Designer Software, the Application and/or the operation and/or functionality of any of the foregoing; (vi) work around and/or circumvent any technical limitations in any Product, the Application and/or the Designer Software 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 any Product, the Application and/or the Designer Software for any abusive, fraudulent and/or illegal activity; (ix) remove any notices from any Product, the Application and/or the Designer Software; (x) except sublicensing of the Software Controller as expressly permitted in Section 2.2(ii), sublicense, rent, loan, lease and/or distribute the Controller Software, the Application and/or the Designer Software; and/or (xi) use, utilize, access and/or install any Product, the Application and/or the Designer Software 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 Integrator alone shall bear all responsibility and liability in connection with all equipment, hardware, software and other items that are not the Products, the Application and/or the Designer Software themselves; the Integrator 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 any Product, the Application and/or the Designer Software 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 any Product, the Application and/or the Designer Software. The Integrator shall not be entitled to terminate these Terms.
In the event that the Integrator does not fully comply with these Terms, including, without limitation, the commercial terms and conditions as stated in Section 2.1 above and/or any breach of Section 3.3 below, or any End User does not fully comply with any End User Terms, then the Company shall be entitled, at its sole discretion, to terminate any licenses set forth in Section 2.2 (and/or any sublicenses thereunder) and/or to the immediate return of any and all Products and the Integrator shall have no rights under these Terms and/or towards the Company. The Company shall be entitled to act, as it deems fit, to enforce its rights under this Section 2.5. The Controller Software and cloud services 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 Integrator acknowledges that such technology and restraints are a reasonable method to ensure compliance with these Terms, including, without limitation, the terms and conditions under Section 2.1 above. The Integrator agrees that it will not circumvent, override, or otherwise bypass, such restraints that regulate the use of the Controller Software.

3        WARRANTY

The Company hereby warrants, to the Integrator only, that, on the date of delivery thereof by the Company to such Integrator, the hardware component of each Product acquired directly by such Integrator from the Company is free of material defects in the Company’s workmanship and material (the “Warranty“). In the event that the hardware component of such Product breaches the Warranty and such Integrator notified the Company in detailed writing of such breach within a period of one (1) year from the date of delivery thereof by the Company to such Integrator, the Company shall, at its sole option: (i) repair such Product, such that the non-conforming hardware conforms with the Warranty; (ii) replace such Product; (iii) credit such Integrator’s account for the net purchase price of such Product (after deduction for any discounts, allowances and other applicable deductions, including, where appropriate, incidental costs incurred by the Company); or (iv) provide such Integrator with replacement parts, which, in the Company’s judgment, are necessary and sufficient for the Product’s repair by such Integrator, in which event such replacement parts shall be provided without charge, but any other costs associated with such repairs shall be borne by the Integrator. As a condition of providing relief under the Warranty, the Company may, in its sole discretion, require that the Integrator, at Integrator’s cost and expense, first return to the Company such Product or any part thereof. No such Product or part shall be returned, however, before such Integrator obtains the Company’s prior written authorization therefore. The Company may also impose other requirements, such as, but not limited to, detailed technical and diagnostic reports and/or third-party verification, as a condition to relief under the Warranty. Notwithstanding any other provision, the Company shall have no liability or obligation whatsoever (i) towards an Integrator that does not comply fully with these Terms and/or the Company’s requirements thereunder and/or in connection with a Product with respect to which any End User Terms are not complied; (ii) in connection with mishandling, misuse, abuse, damage in transit, exposure to or operation under circumstances for which it was not designed and/or intended or which is negligent or not in compliance with the Company’s instructions, of such Product and/or any part thereof, or other contributing cause (other than a material defect in the Company’s workmanship or materials), including, without limitation, in case of such Product and/or part evidencing any sign to any of the foregoing; (iii) in connection with any nonconformity, failure, breach and/or defect as a result of any willful misconduct or negligence by anyone other than the Company, any use, operation, utilization, installation, assembly, testing, maintenance, repair attempts, storage, handling, action and/or omission, which is not in compliance with the Documentation and/or any instructions given and/or published by the Company from time to time and/or is improper, inadequate, unintended, unauthorized, abusive, unreasonable and/or not in normal conditions, any repair, change, modification and/or alteration to the Product performed by anyone other than Company, any hardware, software, products, systems, infrastructures, equipment and/or other item, which is not the receptive Product’s hardware, and/or any malfunction of any of the foregoing and/or any installation, combination, connection and/or conjunction of the Product on and/or with any of the foregoing; and/or any thefts, accidents, fire, lightening, other hazard, environmental conditions, power and/or air conditioning failure, external causes and/or force majuere. The remedy explicitly set forth in this Section 3.1 shall be the sole and exclusive remedy, and the Company’s only liability, in connection with any breach of, failure under, and/or non-conformance with, the Warranty.
Each Product is provided, and the Controller Software, the Application and the Designer Software are licensed, “AS IS”, without any warranties whatsoever (except, with respect to a Product’s hardware only, the Warranty pursuant to Section 3.1). Neither the Company, nor its suppliers, warrant that any Product, the Application and/or the Designer Software 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 Controller Software, the Application and/or the Designer Software 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 ANY PRODUCT, THE APPLICATION AND/OR THE DESIGNER SOFTWARE 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 AND EXCLUDING, WITH RESPECT TO A PRODUCT’S HARDWARE ONLY, THE WARRANTY PURSUANT TO SECTION 3.1.
The Company shall be entitled, but have no obligation, to provide the Integrator with patches, updates and upgrades to the Controller Software, the Designer Software and/or the Application (“Updates“). If the Company requires that any Update be installed, then the Integrator shall, within three (3) days from such requirement, make such installation on any Product and/or Designer Software supplied to him by the Company and update all of End Users that they should update the Application on their devices and ensure that they do so. The terms “Controller Software”, “Application” and “Designer Software” in these Terms shall include, without limitation, their Updates, respectively, to the extent installed and/or required to be installed as aforesaid.
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. The Integrator shall immediately report to the Company in detailed writing of any complaints related to any Product, the Application and/or the Designer Software and shall act in accordance with the Company’s instructions (if any) in such respect. It is clarified that the Company shall have no liability in connection with any Product, the Application and/or the Designer Software fitting the respective Integrated 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 Integrator acknowledges and agrees that the Controller Software, the Designer 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 any Product, the Designer Software, the Application and/or any derivative of any of the foregoing are owned by the Company, that the Integrator shall have no title and/or ownership in the Controller Software, the Application and/or the Designer Software, that the Controller Software, the Application and/or the Designer Software are protected under copyrights laws and contains trade secrets and other proprietary information of the Company and that these Terms and/or any acquisition of any Product do not transfer any patents, copyrights and/or intellectual property and/or like rights to the Integrator.

INDEMNIFICATION
The Integrator 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 any Product, the Application, any Integrated System and/or the Designer Software and/or any action and/or omission of the Integrator and/or any End User; (ii) any breach of these Terms; and/or (iii) mishandling, misuse, use under inappropriate conditions and/or circumstances, and/or inadequate use, of any Product, the Application and/or the Designer Software.

LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RESULTATIVE, EXAMPLARY AND/OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS AND/OR DATA AND/OR DAMAGES TO REPUTATION, UNDER CONTRACT, TORTS LAW AND/OR OTHERWISE, IN CONNECTION WITH AND/OR ARISING OUT OF THESE TERMS AND/OR ANY PRODUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE COMPANY IN CONNECTION WITH ANY PRODUCT SHALL NOT EXCEED THE PRICE ACTUALLY PAID BY THE INTEGRATOR TO THE COMPANTY FOR SUCH PRODUCT. EXCEPT PER THE PRECEDING SENTENCE, THE COMPANY SHALL HAVE NO LIABILITY IN CONNECTION WITH THESE TERMS. THE COMPANY SHALL HAVE NO LIABILITY IN CONNECTION WITH THE APPLICATION AND/OR THE DESIGNER SOFWTARE. THE COMPANMY SHALL HAVE NO LIABILITY IN CONNECTION WITH ANY OPEN SOURCE, THRID PARTY HARDWARE, SOFTWARE, CONTENT, SERVICES AND/OR ITEM, AND/OR THE LIKE, IN ANY PRODUCT, THE DESIGNER SOFTWARE AND/OR THE APPLICATION.

INSURANCE
Without derogation from the Ingrate’s liability under these Terms, the Integrator 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 Integrator 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 Integrator.

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 Integrator acknowledges and agrees that the Company may collect data resulting from or otherwise relating to the Integrator’s and/or the End User’s use of the Products 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 End Users (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 Products, by their 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 Integrator (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) compliance with all data privacy laws and ensuring proper protection and security, including, without limitation, in connection with the processing and/or control of End User personal data, the Connections, the Connected Items, the Integrated System, the Products, the Designer Software, the Application, and/or the use, utilization, access, installation, and/or operation of any of the foregoing; (ii) ensuring that the communication ports of 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 to any Product are opened; (iii) ensuring that the respective Product and the Application fit the respective Integrated System, the Connections, the Connected Items and/or the use, utilization, access, installation, functionality and/or operation of, and/or the risks related to, any of the foregoing, including, without limitation, form the perspectives of data and cyber privacy, security and protection; (iv) ensuring that each End User is and shall remain bound by the End User Terms (beginning before any acquisition, use and/or utilization of any Product) and is well informed of the data and cyber privacy, security and protection risks in connection with the Integrated System, the Products, the Application, and/or the use, utilization, access, installation, and/or operation of any of the foregoing; (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 respective Products, the Designer Software, the Application and/or the use, utilization, access, installation, and/or operation of any of the foregoing; (vi) ensuring that the original (default) passwords and user names of each Product is properly changed and no password related to any Integrated System, Product and/or the Application is provided to anyone other than the End User, and (vii) ensuring there is no access to any Product, the Application and/or the Designer Software by anyone who may abuse it and that the Connected Items shall not include unknown or unrecognized products and/or items. Upon the request of the Company from time to time, the Integrator shall provide to End User/s with information provided to the Integrator from the Company.
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
Nothing in these Terms shall create a partnership, agency or joint venture between the Parties. These Terms shall not create any employer-employee relationship of either Party and any employees of the other Party.

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

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

The Integrator shall not disclose to any third party the existence or contents of these Terms.
The Integrator acknowledges that in the event of a breach of this Section 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
These Terms 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
Neither party shall transfer, assign or otherwise dispose of its rights or obligations under these Terms in any manner, without the prior written consent of the other Party. Notwithstanding the foregoing, the Company shall be entitled to assign these Terms to any successor in interest thereof, without the consent of the Integrator. In the event that the Integrator provides any Product to any other integrator (subject to the prior written consent of the Company and any terms and condition it may require in connection with the aforesaid), then the Integrator shall remain fully bound by these Terms, including, without limitation, regarding the respective Product, and shall ensure, prior to the provision of such Product as aforesaid, that such other integrator is bound by these Terms (mutandis mutandis). Notwithstanding any other provision, the Company shall have no liability or obligation towards such other integrator. If the Integrator acquires any Product from an authorized distributor of the Company, such Integrator shall be bound by these Terms (mutandis mutandis). Notwithstanding any other provision, the Company shall have no liability or obligation towards such Integrator.

ENTIRE AGREEMENT
Except as set forth in Section 2.1 above, these Terms are the complete and exclusive agreement between the Parties with respect to the subject matters of these Terms, and it supersedes all prior proposals, understandings and agreements between the parties relating to such matters. 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 by written notice to the Integrator.

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.