Legal

END USER LICENSE AGREEMENT

This End-User License Agreement (the "Agreement") is between you (both the individual installing the Softwareand any legal entity on whose behalf such individual is acting) (hereinafter: “You” or “Your”) on the one hand and TawkonLtd. on the other hand (“Tawkon”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED, LICENSED AND SOLD. BY CLICKING ON THE "I ACCEPT", "I INSTALL"(OR ANY SIMILAR CONSENT) BUTTON OR TAKING ANY STEP TO SETUP, DOWNLOAD, INSTALL OR USE THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.IF YOU SELECT "CANCEL", THE INSTALLATION PROCESS WILL NOT PROCEED. DO NOT SELECT "ACCEPT", "OK" OR "INSTALL" OR USE THE SOFTWARE UNTILL YOU HAVE CAREFULLY READ, UNDERSTOOD AND AGREED TO THE TERMS OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS INFERENCE TO THE CONTRARY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT CLICK TO ACCEPT OR OTHERWISE DOWNLOAD, INSTALL OR USE THE SOFTWARE.

Software. The Software means the object code copy of the Software downloaded by You from any Application Storeor Tawkons website at [www.tawkon.com] (the "Website") andlicensed to You in connection with this Agreement (provided by Tawkon or by any authorized distributor of Tawkon’ssoftwareunless otherwise specifically indicated by Tawkon).
License. Subject to the terms and conditions of this Agreement and payment of applicable License Fees as specified in the Website, Tawkon hereby grants You and You hereby accept, a non-exclusive, non-sublicensable, non-transferable and fully revocable license to download, install and use the Software on Your MobilePhone (defined below) in mechanic-readable object-code form only.
Use of Software. This Software is protected by intellectual property laws and international treaty provisions. Unauthorized copying of the Software in whole or in part is expressly forbidden. The Software may only be installed ononecellularphone (the "Mobile Phone") for the sole and exclusive purpose of personal use of the Software on Your private Mobile Phone. If You wish to install the Software on additional Mobile Phones, additional licenses must be purchased. You acknowledge and agree that Tawkon may monitor data processed through the Software to the extent permitted by applicable law.
Restrictions. Notwithstanding the above, the Software is licensed to You solely for Your own personal use, to be made by You and for Your own operations. Neither the Software nor any portion thereof may be used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party. and You will not use the Software for the benefit of third parties. You acknowledge that the source code of the Software, and the underlying ideas or concepts are valuable intellectual property of Tawkon and You agree not to, attempt to (or permit other third parties to), decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Software by any means whatsoever. You will not develop methods to enable unauthorized parties to use the Software, or to develop any other product containing any of the concepts and ideas contained in the Software. You will not (and will not allow any third party to) modify the Software or create a derivative work off any portion of the Software. You will not (and will not allow any third party to) remove any copyright or other proprietary notices from this Software. You will not test the Software or use the Software in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public without Tawkon's prior written approval. Other than explicitly permitted hereinabove: You will not rent, lend, lease, sub-license or transfer the Software and/or Your rights to the Software. You or any person under Your authority or control will not make copies of the Software or any portions thereof. You will not use the Software in a manner that does not comply with Tawkon's specific instructions.
Title and Intellectual Property. You acknowledge and agree that the Software, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are Tawkon's property protected under any applicable laws and treaties. You further acknowledge and agree that all rights, title and interests in and to the Software, including associated intellectual property rights (including but not limited to, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software are and shall remain with Tawkon. This Agreement does not convey You an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms and conditions of this Agreement. Nothing in this Agreement constitutes a waiver of Tawkon's intellectual Property rights under applicable Law.
Third Party Software. If the Software contains any software provided by third parties, such third party software shall be subject to its applicable license and to the conditions found in separate license agreements as applicable, in the event that no such third party license agreements exist, the restrictions contained in this agreement shall apply on all such third party software mutatis mutandis.
Fees; Payment Terms for the License. For the License to use the Software, You will pay Tawkon a non-refundable license fee as set forth in the Website (the "License Fee") as a condition for grant of the License hereunder. Either Tawkon or any of its distributors may, at their sole discretion, change the License Fee from time to time. In the event that You fail to pay the License Fee in accordance with this Agreement, Tawkon shall be entitled to terminate this Agreement, without derogating from any other remedy it may have for such breach under applicable law. The License Fees do not include taxes due such as use taxes, Value Added Taxes, employee-related taxes, intangible taxes and property taxes, all as applicable, resulting from the acceptance of this License or from the possession and use of the Software.
Term and Termination. This Agreement shall commence as of the acceptance date by You (the"EffectiveDate") and shall remain effective until terminated by Tawkon. Upon any violation by You of any of the provisions of this Agreement, rights to use the Software shall automatically terminate and You shall immediately cease all use of the Software. In such event, You shall indemnify Tawkon for any loss expenses and/or damages incurred by Tawkon pursuant to such breach or violation, in addition to any other rights and remedies available to Tawkon under applicable law. You may also terminate this Agreement at any time by destroying all copies of the Software in your possession or control; provided, however, that you shall pay the entire amount of License Fees that You were to pay for the entire term of the license for which You have prescribed, and that no refunds shall be made by Tawkon. If Tawkon makes a request via public announcement or press release to stop using the copies of the Software, you will comply immediately with this request. The provisions of paragraphs 4, 5, 6, 9, 10 and 11 will survive any termination of this Agreement.
Limitation on Warranty. You acknowledge and understand that the Software is not standard measurement equipment and therefore provides imperfect accuracy with respect to its results and indications. Furthermore, the Software's output shall serve for reference purpose only and does not replace an accurate and professional examination. Use of the Software shall be at all times subject to any guidelines of applicable local health authorities if and as applicable. Tawkon does not warrant that Your use of the Software will be uninterrupted or that the operation of the Software will be error free or secure. THE SOFTWARE IS LICENSED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND TAWKON DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND ANY MEDICAL WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
Limitation of Liability. YOU HEREBY AGREE THAT IN NO EVENT SHALL TAWKON OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY MEDICAL DAMAGE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE SALE OF, USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF TAWKON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND TAWKON. IN NO EVENT WILL TAWKON BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT TAWKON RECEIVED FROM YOU FOR THE LICENSE OF THE SOFTWARE GIVING RISE TO THE LIABLITY. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT TAWKON WOULD NOT PROVIDE THE SOFTWARE EXCEPT UNDER THE TERMS OF THIS AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. Should this limitation not apply to You, Your rights to use the Software shall automatically terminate and You shall immediately cease all use of the Software.
Export Control. You shall comply with all applicable government trade and export control laws and regulations with respect to the Software. You agree that the Software will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction.
Miscellaneous. You may not assign Your rights or obligations under this Agreement without the prior written consent of Tawkon. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. The laws of the state of Israel shall govern all issued arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the appropriate Israeli court sitting in Tel Aviv-Jaffa, Israel. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. This Agreement sets the entire understanding and agreement between You and Tawkon, it supersedes any prior proposal, representation and understanding concerning the Software, and may be amended only in writing signed by both parties.If You are a corporation, partnership or similar entity, then the license to the Software granted hereunder is deemed to be accepted by a person authorized to sign for and bind the entity.