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.

UPDATES AND BINDING EFFECT OF MODIFIED TERMS. Any action, utilization, installation, access,
ongoing use of the Products, the Application, the Designer Software, and/or connection to the Company’s cloud servers and services, at any time (including following any update, upgrade, patch, or modification), shall be strictly subject to the then-current version of these Terms as published or provided by the Company from time to time. The Company reserves the right to amend, modify, update, or replace these Terms at any time at its sole discretion. Continued use, access, or maintenance of any Product, Application, or Software by the Integrator or any End User following such update shall constitute conclusive and binding acceptance of the modified Terms by the Integrator.

INTERPRETATION AND HEADINGS
The headings of the sections and clauses contained in these Terms are for convenience of reference only and shall not affect the interpretation, construction, or legal effect of any provision hereof. All provisions, terms, conditions, and disclaimers set forth in these Terms are interdependent, cumulative, and mutually
reinforcing, and shall be read and construed together as a single, binding legal agreement between the
Parties.”

1 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.), such as “Maestro Remote” or “Maestro KNX”; such application 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 “Maestro 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.

2 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 hereby fully acknowledges and confirms 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; none of the foregoing shall
require any notice by the Company. The Application’s communication will be tunneled to the Controller
Software through the Company’s cloud server, only if the Integrator requests that from the Company.
The Integrator shall request such tunneling through the Company’s cloud server for an Application
licensed by the Company to the End User, only if it was requested to so in writing by the respective
End User. In the event that the Integrator or an End User wishes to terminate such tunneling through
the Company’s cloud server, the Integrator shall immediately apply to the Company requesting the
respective termination.

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).

2.4 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, 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; and/or (xii) deploy, configure, or integrate
any Product, the Application, and/or the Designer Software in any environment, application, or system
architecture that would classify the Product as an “Important Product” (Class I or Class II) or “Critical
Product” under the European Union Cyber Resilience Act (CRA) or any analogous cybersecurity
legislation requiring third-party conformity assessment, certification, or external audit. The Products
are expressly licensed and intended strictly for use in applications that fall exclusively under the CRA’s
‘Default Category’, wherein conformity assessment is permitted solely by means of the manufacturer’s
internal control and self-declaration (Self-Assessment).

2.5 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.

2.6 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.

2.7 The tunneling through the Company’s cloud server as described in Section 2.2 above and/or licenses to the Application may currently be provided to the Integrator and/or the respective End User for free.
However, the Company shall be entitled, at any time, from time to time and at its sole discretion, to
determine, that any license to the Application and/or any tunneling through the Company’s cloud server
as described in Section 2.2 shall be subject to payment of fees by the Integrator, in any manner, in any
amount and/or at any terms, as shall be determined by the Company from time to time. Further, the
Company shall be entitled to update any fees, amounts, manner and/or terms as aforesaid, at any time,
from time to time and at the Company’s sole discretion.

2.8 The Company shall have the right to change, modify, update and upgrade the Application and/or the
Software, including, without limitation, remotely, and the Integrator shall have no claims and/or
demands in connection with any of the foregoing.

3 WARRANTY
3.1 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
majeure. 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.

3.2 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.

3.3 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”). All products, software, and applications are provided strictly “AS IS”, without any security maintenance, patches, or support whatsoever, and the Company shall bear no liability for any security incidents, vulnerabilities, or cyber-attacks related to EOL versions. 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.

3.4 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; all risks and
liabilities in connection with any of the foregoing shall be on the Integrator. 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.

4 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.

5 INDEMNIFICATION
The Integrator shall compensate, indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents, from and against any and all claims, actions, proceedings, demands, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorney’s fees and/or any third party claims) related to, arising out of, and/or connected with: (i) any use, installation, configuration, integration, and/or utilization of the Product, the Application, the Designer Software, and/or the Integrated System by the Integrator or any End User; (ii) any breach of these Terms or any applicable law (including data privacy and cyber security laws) by the Integrator; (iii) any negligence, willful misconduct, or fraud by the Integrator or anyone acting on its behalf; (iv) mishandling, misuse, use under inappropriate conditions and/or circumstances, inadequate use, or improper installation/networking of the Product, the Application, and/or the Designer Software by the Integrator; (v) any representations, warranties, promises, or guarantees made by the Integrator to any End User or third party that were not explicitly authorized in writing by the Company; and (vi) any claims, demands, or lawsuits brought by any End User, customer, or any third party whatsoever against the Company in connection with or arising out of the Products, the Application, the Designer Software, or any Integrated System.

6 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.

7 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.

8 DATA PROTECTION
8.1 When connected to the Company’s cloud services, the Company gets respective End User’s Controller
Software information, such as UID (unique identifier), communication log and debug information, as
well as other End User communication data, configuration information and other data. 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 and/or product development and/or improvement. 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.

8.2 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 when connecting using a browser, the port through which the Product is connected shall be port 443 (HTTPS), 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 into strong password and user names as recommended by the National Institute of Standards and Technology (NIST) (if those conflict any guidelines by Company, the more stringent should be applied) and that no password related to any Integrated System, Product and/or the Application is provided to anyone other than the End User, (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, (viii) ensuring that the internal firewall in the Product shall be configured such that all configurable communication ports will be maximally blocked and (ix) ensuring the Connected Items and the Product are updated to the last commercially available version of firmware thereon. Upon the request of the Company or when it’s required, from time to time, the Integrator shall provide to End User/s with information provided to the Integrator from the Company or information resulting from new features and updates of the Software Product and App.

8.3 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.

8.4 EXCLUSIVE INFRASTRUCTURE, NETWORK, AND PROTOCOL RESPONSIBILITY The Integrator expressly acknowledges, covenants, and agrees that it bears sole, exclusive, and unmitigated responsibility for the design, configuration, implementation, hardening, and continuous maintenance of all local and wide area network infrastructures (LAN/WAN), including, without limitation, network segmentation, Virtual Local Area Networks (VLANs), firewall rules, routers, and secure gateways connected to any Product. Furthermore, the Integrator assumes absolute responsibility for securing all communication protocols utilized in conjunction with the Products and Integrated Systems—specifically including, but not limited to, BACnet, Modbus, MQTT, KNXnet/IP, HTTP, HTTPS, SSH and any proprietary or standard serial/IP protocols. The Company shall bear zero liability or obligation for any security vulnerabilities, network intrusions, data interception, man-in-the-middle attacks, or operational failures arising from or related to improper network architecture, unsegmented VLANs, misconfigured communication ports, or unencrypted protocol transmissions implemented or permitted by the Integrator or End User. 8.2ter.

8.5 MANDATORY SELECTION OF SECURE PROTOCOLS
Whenever the Products, the Application, or the Designer Software provide a choice, option, or configuration setting between secure and non-secure communication methods, protocols, or encryption standards (including, without limitation, choosing between MQTT and MQTT Secure (MQTTS/TLS), HTTP and HTTPS, or unencrypted versus encrypted serial or network transmissions), the Integrator shall be strictly obligated to select and implement the most secure, encrypted, and robust option available. The Integrator is explicitly prohibited from utilizing unencrypted or legacy protocols where a secure alternative exists. The Company shall bear absolute zero liability for any data interception, security incidents, vulnerabilities, or cyber-attacks resulting from the Integrator’s failure to select or implement the most secure communication protocol.

8.6 STRICT PROHIBITION OF INTERNET PORT FORWARDING AND EXCLUSIVE LIABILITY The Integrator is strictly prohibited from opening, configuring, or maintaining any external internet ports, port forwarding, or direct public-facing access to any Product. The Company does not permit keeping ports open to the internet under any circumstances. In the event that any port is opened or exposed to the public internet, the Integrator assumes sole, absolute, and unmitigated responsibility and liability for any security breaches, data leaks, cyber-attacks, ransomware incidents, or damages of any kind resulting therefrom. The Company shall bear zero liability whatsoever for any consequences arising from the breach of this prohibition by the Integrator or End User.

8.7 The Integrator acknowledges that there may be connection of the Application and/or the Controller Software through the Company’s cloud server; full protection from cyber events, malicious network attacks, ransomware, or third-party breaches cannot be assured. A cyber-attack , network intrusion, or security breach on, through, or originating from the Company’s cloud server, third-party infrastructure, or the Integrator’s/End User’s local network may take place. On or through the Company’s cloud server may take place and as a result, among other things, the Company’s cloud server may become unavailable for unlimited time and the Products may become subject to willful misconduct in their operation; and the Products and any other systems connected thereto may be harmed. The renewal of the Company’s cloud server availability and the Products required functionality may be subject to a service call, technician visit and/or fee, as shall be determined by the Company. The Company shall have **zero liability** for any damages, losses, liabilities, costs, service fee, or expenses of, or resulting from, cyber-attacks, security incidents, unauthorized access, or events of the sort described in this Section 8.4, regardless of legal theory. In the event that the Integrator wishes to terminate the connection through the Company’s cloud server as aforesaid or an End User wishes to do so with respect to the Application made available thereto by the Company, the Integrator shall immediately apply to the Company as set forth in Section 2.2 above.

9 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.

10 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.

10.3 The Integrator shall not disclose to any third party the existence or contents of these Terms.

10.4 The Integrator acknowledges that in the event of any breach of Sections 2, 4, 8 and/or 10 of this Agreement 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).

11 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.

12 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.

13 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. To the extent any provisions of these Terms provide any rights to and/or are in any manner beneficial to the Company, such provisions shall survive the termination or expiration of these Terms.

14 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.

15 “PROTECTION OF SHAREHOLDERS, DIRECTORS, EMPLOYEES, AND SUBCONTRACTORS

15.1 It is expressly agreed and acknowledged by the Integrator and any third party that all obligations, liabilities, claims, demands, or causes of action arising out of or in connection with these Terms, the Products, the Application, the Designer Software, or any Integrated System, shall be asserted exclusively against CD Innovation Ltd. as a corporate entity.

15.2 Under no circumstances whatsoever shall any shareholder, director, officer, employee, contractor, subcontractor, or agent of the Company (including, without limitation, any management personnel or engineering staff) incur any personal civil, criminal, regulatory, or tortuous liability of any kind to the Integrator, any End User, or any third party in connection with the design, manufacturing, marketing, supply, installation, or operation of the Products, the Application, or the Designer Software.

15.3 The Integrator hereby waives, releases, and discharges any and all claims and rights to sue or hold personally liable any shareholder, director, employee, or subcontractor of the Company. This limitation and waiver shall survive the termination or expiration of these Terms