END USER LICENSE AGREEMENT


PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND REGISTERING FOR AND/OR USING THE SOFTWARE PRODUCT (DEFINED BELOW).

BY SIGNING THIS END USER LICENSE AGREEMENT (“AGREEMENT”), OR CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE SOFTWARE PRODUCT, INCLUDING ALL RELATED DOCUMENTATION AND REPORTS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT (“LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH LICENSOR (DEFINED BELOW), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE EXTENT THAT LICENSEE HAS AGREED TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW

This Agreement is entered into by Licensee and Licensor (as defined hereinafter) and governs Licensee’s use of all Software Products for which Licensee has purchased a license.

  1. Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meaning:

    1. Documentation” means the user’s guides and technical manuals delivered by Licensor to Licensee.

    2. “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all: (i) inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyrightable, copyrightable works, copyrights (including droit morale), and applications, registrations and renewals in connection therewith; (iv) mask works and applications, registrations and renewals in connection therewith; (v) trade secrets and Confidential Information; and (vi) other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.

    3. Licensor” means (i) Anyvision US Inc. – if Licensee is established in the U.S or Canada, (ii) Anyvision (U.K.) Ltd  – if Licensee is established in Europe, the Middle East (not including Israel) or Africa, (iii) Anyvision Asia Pacific Pte. Ltd. – of Licensee is established in Asia Pacific, and (iv) Anyvision Interactive Technologies Ltd. – if none of the above applies.

    4. New Release” means a new version of the Software Product that includes or adds new functionality or adds substantially new features to the Software Product, including any major enhancements, as designated by a progression of the version number left of the decimal point following the version initially delivered hereunder.

    5. Reseller” means Licensor’s authorized reseller from which Licensee may have purchased the Software Product.

    6. Software Product” means the Licensor’s proprietary software, any related documentation, user manuals, and Updates, and all other written and or electronic materials relating thereto, if provided by Licensor and/or Reseller to Licensee in connection therewith.

    7. Updates” means, with respect to any element of the Software Product, a new version of such element that includes bug fixes and minor enhancements to the Software Product, as designated by a progression of the version number right of the decimal point following the version initially delivered hereunder, and which is made available at no additional cost by Licensor to its customers generally.

  2. License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee and Licensee accepts from Licensor a non-exclusive, non-transferable, non-sublicensable, limited and personal license to use the Software Product for internal use purposes only or as otherwise instructed by Licensor in writing, in accordance with the license terms as set forth herein (“License”).

  3. Reservation of Rights; Use Restrictions. Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express or implied, in the Software Product. Without limiting the generality of the foregoing, Licensee agrees and undertakes not to use the Software Product other in accordance with the Agreement, and shall not (directly or indirectly): (i) sell, lease, sublicense or distribute the Software Product, or any part thereof, or otherwise transfer the Software Product or allow any third party to use the Software Product in any manner; (ii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Product or the Software Product’s source code; (iii) modify, revise, enhance or alter the Software Product; (iv) copy or allow copies of the Software Product to be made; (v) use any backup or archival copies of the Software Product, or any part thereof, or allow any third party to use such copies, for any purpose other than to replace an original copy in the event of the destruction of the Software Product components, if the Software Product becomes defective; (vi) use the Software to provide third parties with a time-sharing, outsourcing, service bureau, application service provider or managed service provider service or any other services whether or not in return for remuneration of any kind; all unless explicitly agreed to by Licensor; (viii) remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Software Product; (ix) develop methods to enable unauthorized parties to use the Software Product, or to develop any other Software Product containing any of the concepts and ideas contained in the Software Product; (x) work around any technical limitations in the Software Product, or use any tool to enable features or functionalities that are otherwise disabled in the Software; (xi) use the Software Product for any unlawful purpose, or one that could associate Licensor with any improper or inappropriate purpose (including aiding or implementing practices violating basic human rights or civil liberties and infringement or misappropriation of any third party intellectual property, privacy, or publicity right); (xii) use the Software Product other than with Licensee’s own computers or  for any use other than internal use; (xiii) use the Software Product for performing comparisons or other “benchmarking” activities, either alone or in connection with any software or hardware; (xiv) publish reviews of the Software Product without the prior written consent of Licensor and/or (xv) represent that it possesses any proprietary interest in the Software Products.

  4. Third Party Software. Licensee acknowledges and agrees that any third party software that may be provided with the Software Product is provided under the terms of the license attached/linked thereto or, if no such license is attached, such third party software is provided “AS IS”. Licensor is not liable for any losses or damages which may occur resulting from the use of any third party software.

  5. Open Source Licenses. The Software Product, may include certain open source code software (“Open Source Software”) that are subject to their respective open source licenses (“Open Source Licenses”).  By executing this Agreement, Licensee undertakes to strictly comply with the terms and condition of the Open Source Licenses, as may be amended from time to time. In order to comply with the Open Source Licenses, Licensee shall read the respective licenses or notices which are available within the Software Product’s notice file, as may be amended from time to time by Licensor, at its sole discretion.  In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail. Without derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided on an “AS IS” basis, without warranty of any kind, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and that in no event shall Licensor or the author(s) of the Open Source Software be liable for any direct, indirect, incidental, special, exemplary, or consequential damages, however caused and on any theory of liability, arising in any way out of the use of the Open Source Software. For clarity, the indemnification obligations of Licensor set forth in Section ‎12 hereunder and the representations and warranties set forth in Section ‎10 hereunder shall not apply to any Open Source Software.

  6. Title & Ownership. LICENSOR DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE PRODUCT, OR ANY PART THEREOF, TO LICENSEE. The Software Product, and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, and irrespective of any support and/or assistance Licensor may, will or had received from Licensee, or any third party on its behalf, with respect thereto), as well as any Updates thereto, if provided to Licensee pursuant to this Agreement, shall remain the sole and exclusive property of Licensor. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Software Product, or part thereof, are and shall be owned solely and exclusively by Licensor. Nothing in this Agreement shall constitute a waiver of Licensor’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such. It is further agreed that to the extent Licensee provides Licensor suggestions, comments or feedback (whether orally or in writing) with respect to the Software Product (the “Feedback“), Licensee acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Licensor and that such shall be considered Licensor’s Confidential Information. It is further understood that use of Feedback, if any, may be made by Licensor at its sole discretion, and that Licensor in no way shall be obliged to make use of any kind of the Feedback or part thereof.

  7. Data Protection Laws

    1. Licensee hereby acknowledges and agrees that to the extent it provides and/or makes available any personal data (as defined in the GDPR (defined herein)) to Licensor, Licensor will be acting as Licensee’s sub-processor with respect to such personal data and will use any data supplied or disclosed to it by Licensee only in accordance with Licensee’s instructions and to perform the applicable services under this Agreement. Licensor will implement appropriate technical and organizational measures to protect the data provided by Licensee against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Licensee hereby warrants and represents that it will provide all appropriate notices, obtain all appropriate informed consents, comply at all times with all applicable privacy and data protection laws and regulations (including the EU General Data Protection Regulation (“GDPR“)) and industry guidelines to which Licensee is subject, for allowing Licensor to use the data in accordance with this Agreement (including, without limitation, the provision of such data to Licensor, the transfer of such data by Licensor to its affiliates and subcontractors, including transfers outside of the European Economic Area).

    2. To the extent that Licensee is subject to the GDPR, Licensee shall download Licensor’s Data Processing Addendum (“DPA“) available here: http://www.anyvision.co/index.php/data-processing-addendum/ and must either: (i) populate the required fields and click ‘Submit’ to indicate its intent to be bound thereby or (ii) return such DPA signed to Licensor, as described therein.

    3. In the event Licensee fails to comply with any data privacy law and/or the DPA, and/or fails to perform its obligations set forth in Section ‎ ‎7.2 above, then: (a) to the maximum extent permitted by law, Licensee shall be fully liable for any such breach, violation, infringement and/or processing of personal data without a DPA by Licensor and Licensor’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) (“Licensor’s Indemnitees”); and (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, Licensee shall defend, hold harmless and indemnify Licensor’s Indemnitees from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.

  8. Support and Maintenance

    Licensor will provide support and maintenance services pursuant and subject to Licensor’s standard SLA

  9. Audit. Licensee will keep current, complete, and accurate records regarding the installation and use of the Software Product. Licensee will provide such information to Licensor and certify that it has paid all related fees, if applicable, within five (5) business days of any written request. Except to the extent prohibited by applicable law, Licensee will, after reasonable prior notice from Licensor, provide Licensor with reasonable access to its premises, records, and personnel so that Licensor or its designee may audit and confirm compliance with this Agreement. If an audit reveals any non-permitted installation or use of the Software Product, Licensee will (i) promptly comply with this Agreement, (ii) pay the additional fees (at Licensor’s then-current rates) due plus interest at the rate of 1.5% per month, and (iii) promptly reimburse Licensor for its reasonable costs of conducting the audit if the audit reveals noncompliance.

  10. Warranties.

    1. Licensor warrants that it has the right to grant Licensee the License.

    2. LICENSOR REPRESENTS AND WARRANTS THAT THE SOFTWARE PRODUCT WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH DOCUMENTATION, FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY (THE “WARRANTY PERIOD”). LICENSOR DOES NOT WARRANT, HOWEVER, THAT LICENSEE’S USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR-FREE.

    3. Licensor’s sole liability for any breach of the warranty at Section ‎10.2 above shall be, at Licensor’s sole discretion: (i) to replace or repair the Software Product or the applicable portion thereof; or (ii) to refund the pro-rated fees paid by Licensee to Licensor for the Software Product, to the extent such fees were paid. The foregoing warranties are contingent upon Licensee’s proper use of the Software Product, and shall not apply to damage caused by abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use of software other than that supplied and supported by Licensor. The foregoing constitutes Licensee’s sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement.

    4. Licensee warrants that it has the right to enter into this Agreement and is not: (a) in a country that is subject to any United States or United Nations trade restrictions or which has been designated by the United States Government or the United Nations as a terrorist supporting country; and (b) included on any United States Government or United Nations list of prohibited or restricted parties. While using the Software Product, Licensee may choose to provide, upload, import, transmit, post, or make accessible to Licensor certain data regarding individuals. Licensee represents and warrants that it has the right to provide Licensor such data.

    5. Licensee hereby represents and warrants it shall act in full compliance with (i) any applicable Anti-Corruption and bribery laws, (ii) Licensor’s Anti-Corruption Policy, available at: http://www.anyvision.co/index.php/anti-corruption-policy/, and (iii) Licensor’s AI Ethics Principles, available at: http://www.anyvision.co/index.php/anyvision-ai-ethics/

  11. Disclaimer of Warranty. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE WARRANTIES RELATED TO  MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE PRODUCT, MAINTENANCE SERVICES OR ANY OTHER ITEMS PROVIDED HEREUNDER. LICENSOR MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION (i) THAT THE SOFTWARE PRODUCT OR ANY COMPONENT THEREOF WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE; (ii) REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE PRODUCT OR ANY COMPONENT THEREOF; (iii) THAT USE OF THE SOFTWARE PRODUCT WILL MEET ANY REQUIRMENTS OR EXPECTATIONS, OR WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR (iv) THAT ANY ERROR WILL BE CORRECTED.

  12. Indemnification.

    1. Subject to the limitation of liability under Section ‎11 below, Licensor shall, at its expense, defend and hold Licensee harmless from and against any action, claim, suit or proceeding (“Claim”) and shall indemnify Licensee for all costs, liabilities, damages and reasonable attorney’s fees finally awarded against Licensee by a court of competent jurisdiction or paid by Licensee in settlement of such Claim, solely to the extent such Claim arises from a third party claim alleging that the Software Product, when used as permitted by Licensor and in conformity with the Documentation, infringes such third party’s copyrights or trade secrets, provided such amounts awarded must actually be paid and any settlement of any such Claim has been agreed to by Licensor.

    2. Licensor’s indemnity obligation shall not extend to Claim based on: (i) an unauthorized modification or use of the Software Product made by any third party other than Licensor, where the Software Product, without such modification or unauthorized use, would not be infringing; (ii) the combination of non-infringing items with any items not supplied by Licensor, where the Software Product, without such combination, would not be infringing; (iii) the use by Licensee of any version which is not the latest available version of the Software Product; or (iv) any infringements of any open source component within the Software Product.

    3. As a condition to the defense set forth above, Licensee shall give Licensor prompt notice of any such Claim made against it, and grant Licensor sole control of the defense of any such Claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof. If the Software Product or part thereof becomes, or in Licensor’s opinion may become, subject to any claim of infringement of any duly issued patent or copyright or asserted trade secret right and its use is thereby enjoined, Licensor’s sole liability shall be, at Licensor’s option, to either: (a) procure for Licensee the right to continue using the Software Product; (b) replace or modify the Software Product, so that it is non-infringing; or (c) Licensor may terminate this Agreement, Licensor shall refund a portion of the License fees paid to Licensor (to the extent such fees were paid by Licensee to Licensor) for such Software Product based on a pro rata straight line thirty six (36) month depreciation basis, upon the return or destruction (and certification of destruction) of the Software Product, provided that if the License is granted for a limited designated term, Licensor will reimburse to Licensee any amount pre-paid by Licensee to Licensor for the remaining unused period of the License. This Section states Licensor’s entire liability, and Licensee’s exclusive remedy, for claims or alleged or actual infringement.

  13. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL (EXCEPT FOR DAMAGES RELATING TO DEATH OR PERSONAL INJURY IN JURISDICTIONS WHERE SUCH DAMAGES MAY NOT BE DISCLAIMED AS A MATTER OF LAW), EXEMPLARY OR RELIANCE DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOSS OF USE) RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT, EQUITY OR ANY OTHER THEORY OF LIABILITY WHATSOEVER, EVEN IF LICENSOR WAS NOTIFIED OR OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. LICENSOR’S MAXIMUM LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE CONSIDERATION PAID TO LICENSOR FOR LICENSEES LICENSE HEREUNDER IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE CLAIM. THE LIMITATIONS CONTAINED IN THIS SECTION ‎13 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.

  14. Confidentiality

    1. Confidential Information. Each party (“Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (“Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend. The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure. Regardless of whether so marked or identified, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.

    2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder and in any event the Receiving Party shall assume full responsibility for any breach of this Agreement caused by any such employees or contractors. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

    3. Exceptions. The Receiving Party’s obligations under this Section, with respect to any Confidential Information of the Disclosing Party, shall not apply to and/or shall terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

  15. Term and Termination

    1. Term. This Agreement shall continue during the term set forth on the Purchase Order or on such Invoice issued by Licensor and/or Reseller to Licensee, as applicable.

    2. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach or default of any material provision of this Agreement, and the breaching party fails to cure the breach or default, within ten (10) days after being given written notice, specifying details of the breach or default and requiring the same to be remedied.

    3. Termination in the Event of Default. Either party may terminate this Agreement immediately, in the event the other party: (i) is judged bankrupt or insolvent; (ii) makes a general assignment for the benefit of its creditors; (iii) a trustee or receiver is appointed for such party or for any of its property; or (iv) any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

    4. Consequences. Upon expiration or termination of this Agreement, Licensee will: (i) immediately cease use of the Software Product; (ii) return the Software Product and all copies thereof, as well as the Documentation to Licensor; (iii) erase or otherwise destroy all copies of the Software Product in its possession, which is fixed or resident in the memory or hard disks of its and/or its Subsidiaries’ computers; (iv) return to Licensor any and all Confidential Information then in its possession; and (v) certify in writing to Licensor that all copies and partial copies of the Software Product and related Documentation have been either returned to Licensor or otherwise erased or destroyed and deleted from any computer libraries or storage devices and are no longer in use by Licensee.

    5. Survival. The provisions of Sections ‎3 and ‎6 and Sections ‎10 to ‎16 (inclusive) shall survive the termination, expiration or other ending of this Agreement.

  16. Export Compliance. Licensee agrees to comply fully with all U.S., Israeli, and all applicable export laws and regulations to ensure that neither the Software Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. For clarity, and without derogating from Section ‎15 above, in case of any change of any applicable law, policy or regulation, which might affect Licensor’s business, Licensor will have the right to terminate this Agreement and the license granted hereunder and the Licensee shall have no claims regarding such termination.

  17. General Terms

    1. Modifications. Licensor reserves the right, at its discretion, to change the terms of this Agreement at any time. Such change will be effective ten (10) days following Licensor sending a notice thereof to Licensee or by posting the revised terms on Licensor’s website. Licensee’s continued use of the Software Product thereafter means that it has accepted such changes.

    2. Governing Law & Jurisdiction. This agreement shall be governed by and construed in accordance with (i) if Licensor is Anyvision US Inc. – the laws of the State of New York without giving effect to the principles of conflict of laws, and both parties hereby consent to the exclusive jurisdiction of, and venue in, the courts in New York, NY in connection with any dispute related to this Agreement; (ii) if Licensor is Anyvision UK Limited or Anyvision Asia Pacific Pte. Ltd – the laws of England and Wales without giving effect to the principles of conflict of laws, and both parties hereby consent to the exclusive jurisdiction of, and venue in, the courts in London, England in connection with any dispute related to this Agreement, or (ii) if Licensor is Anyvision Interactive Technologies Ltd., – the laws of  the State of Israel, without giving effect to the principles of conflict of laws, and both parties hereby consent to the exclusive jurisdiction of, and venue in, the courts in Tel Aviv-Jaffa in connection with any dispute related to this Agreement.

    3. Independent Contractor.  Licensor undertakes the furnishing of the License and performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Licensor’s employees and Licensee, and Licensee’s employees and Licensor.

    4. Waiver. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.  No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.

    5. Notices. Legal notices given by the parties to one another in connection with this Agreement shall be provided by writing, prepaid mail, receipted courier service, or hand delivery to the party to be notified, at the address stated at the outset of this Agreement.

    6. Force Majeure. Licensor is excused for any delays, losses or damages due to causes beyond its control, including without limitation, fire, explosion, power irregularities or surges, acts of God, earthquakes, rains, floods, lightning, labor unrest, strikes, strife or any other cause that was not reasonably foreseeable on the date of signing of this Agreement.

    7. Subcontracting and Assignment. Licensee shall not assign and/or subcontract any of its rights and obligations under this Agreement, except with Licensor’s prior written consent. Licensor may assign any of its rights and/or obligations hereunder at Licensor’s sole discretion.

    8. Severability. If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect.

    9. Entire Agreement. The parties have read this Agreement, including any Purchase Orders or Invoices in relation hereto, and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party. To the extent there is any conflict between this Agreement and any Purchase Order or Invoice, then this Agreement shall prevail. Any rights granted to Licensee in such Purchase Order or Invoice which are not contained in this Agreement, shall apply only in connection with the Reseller, and only to the extent they do not conflict with this Agreement. In that case, Licensee must seek redress or realization or enforcement of such rights solely with the Reseller.