Terms and conditions for Athena Analysis Software

END USER LICENSE AGREEMENT

IDEA Bio‐Medical Ltd.

2 Bergman St., Rabin Science Park

Rehovot, 7670502

ISRAEL

Contact Information:

WebSite: https://idea‐bio.com/

Telephone + 972 732732‐522

FAX + 972 8 9469556

Email info@idea‐bio.com

Customer Support: support@idea‐bio.com

All rights reserved.

This End User License Agreement (“License Agreement” or “EULA”) shall be considered a legally binding agreement between You (as an individual or an entity, who then shall, within the constraints of this agreement, be referred to as “User”) and Idea Bio-Medical Ltd. (hereinafter “IDEA”) for the use of the specified software application of WiSoft^TM Athena Zebrafish software, which may include related printed material, media and any other components and/or software modules, including but not limited to required drivers (hereinafter “Product”). Other aspects of the Product may also include, but are not limited to, software updates and any upgrades necessary that IDEA may supply to User or make available to User, or that User could obtain after receiving the initial copy of the Product, and as such that said items are not accompanied by a separate license agreement or terms of use.

BY WAY OF INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS PRODUCT, USER AGREES TO BE LEGALLY BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF USER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, THEN USER HAS NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS NOR USE THE PRODUCT.

This Product is protected by copyright laws, as well as any other intellectual property laws. This Product is licensed and not sold.

1. GRANT OF LICENSE
2. IDEA grants User, for the duration of this License Agreement, a limited, non‐exclusive, nontransferable license to install and use the Product, on one computer at a time, subject to the terms and conditions as set forth herein (“License”). This License Agreement shall also govern any and all software upgrades provided by IDEA intended to or that in fact replace, overwrite and/or supplement the original installed version of the Product, unless those other upgrades are covered under a separate license, in which case the terms of that license will govern.
3. User is entitled to use the Product for the purpose of research only, according to the provisions of the accompanying user manual.
4. The License is explicitly non‐exclusive. IDEA reserves all rights to conduct, at any time, any action with regard to the Product, including without limitation: use, modification, development, marketing, sale to any third party, etc.
5. Neither the License nor any part thereof, nor any obligations of User under this License Agreement, may be transferred or assigned to any other party, without the prior written consent of IDEA.
6. USAGE LIMITATIONS

User may use the Product only subject to and in accordance with the License. Without limiting the foregoing, User may not:

1. a) Copy the Product (including any binary software component thereof) and/or any part thereof and/or any of the written or printed documentation of the Software, and/or any other part of the Product;
2. b) Modify, adapt, change, translate, de‐compile, de‐assemble, create derivative works from, translate or reverse‐engineer any part of the Product other than what may be used within User’s work in accordance with this License;
3. c) Rent, lease, share, distribute, lend, sub‐license or otherwise make available, in any manner whatsoever, the Product to any third party;
4. d)Incorporate parts of the Product into other software developed by the User and/or third party.
5. e)Distribute, in any way, the Product or any other thereof;
6. f) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or
7. g) Make use of the Product on more than one computer at a time, without prior purchase of additional licenses.
8. UPDATES

IDEA may find the need from time to time to make available to all license holders updates for the offered content, in accordance with the herein contained terms and conditions of this EULA. It shall be at the sole discretion of IDEA to make conditional releases of said upgrade to User upon User’s acceptance of another EULA or execution of another separate agreement. Should User elect to install and make use of these updates, User thereby agrees to be subject to all applicable license, terms and conditions of this EULA and/or any other agreement.

1. INTELLECTUAL PROPRETY RIGHTS
2. IDEA is and shall always remain sole owner of the Product, accompanying documentation and the data contained therein, and of all property rights, including the intellectual property rights regarding same Product/data. IDEA has and shall always have sole and exclusive right, title and interest in any and all copyrights, trademarks, know‐how, inventions, trade secrets and any other intellectual property rights, whether registered or not related to the Product.
3. IDEA reserves the right to all publications, duplication, editing, and marketing of the Product and any documentation pertaining thereto.
4. IDEA reserves all rights, according to any applicable law or contract, which are not explicitly expressed in this Agreement.
5. User shall promptly notify IDEA, in writing, of any infringement of IDEA’s intellectual property, which comes to User’s knowledge.
6. WiSoft^TMis a trademark solely owned by IDEA.
7. To the best of IDEA’s knowledge, neither the Product, nor any part thereof, violates or conflicts with any patents, copyrights or other intellectual property rights of third parties. In the event that an infringement claim based only upon actions conducted by and for the interests of IDEA, filed against IDEA and/or User, then IDEA shall, at IDEA’s sole option and reasonable expense, either: (a) procure the right to continue using the Product, (b) modify the Product so that it becomes non‐infringing (provided that the functionality of the product is not materially different) as a result of such modification; (c) replace the Product with product of substantially similar functionality; or (d) accept erasure of the Product from User’s computer(s) and grant User a refund based on the price actually paid less a reasonable amount for use, damage, or obsolescence. The foregoing states the entire liability of IDEA and the exclusive remedy for User, for any damage incurred by User as a result of any infringement claim as abovementioned in this section D.6. IDEA will not indemnify User for injury or damages asserted by a third party against User arising from User’s use of the Product or for the cost of defending against a suit asserting such injury or damages.

1. LIMITED WARRANTY
2. Subject to the exceptions and upon the conditions stated below, IDEA Bio‐Medical Ltd warrants for the period of 12 months after installation that the Product will substantially perform according to the descriptions in the manual. IDEA Bio‐Medical Ltd does not guarantee that the Product is defect free or that the Product fulfills the specific requirements of the User.
3. Except as specifically noted above, IDEA makes no warranty or representation, either express or implied, with respect to the Product or its documentation, including but not limited to quality, performance, merchantability, or fitness for a particular purpose.
4. The above warranty does not apply to conditions resulting from: (a) improper use, (b) use in a manner not in accordance with the instructions contained in the Product’s user’s manual, (c) User negligence, (d) unsupported configurations, (e) causes beyond IDEA’s reasonable control, (f) modifications, service, moving or installation not performed or authorized by IDEA, (g) performance of improper or inadequate maintenance by the User, (h) operation outside the environmental parameters specified for the product, (i) use of other software, accessories, media, supplies, consumables, or such items not designed for use with the Product, or (j) events of, in whole or in part, fire or explosion of any origin, riot, civil commotion, aircraft, war, electrical surges, or any act of God, including, but not limited to, lightning, windstorm, hail, flood or earthquake.
5. LIMITATION OF IDEA BIO‐MEDICAL LTD’S LIABILITY
6. The entire liability of IDEA under the provisions of this License Agreement, along with User’s exclusive remedy with regard to any and all direct damages, shall hereby be limited to the amount actually paid by User for the Product. Therefore, the aforementioned limitations, exclusions and any disclaimers shall apply to the maximum extent allowable by law, even should any proposed remedy fail its essential purpose.2.      In no event will IDEA be liable for any damages or injuries resulting from the lack of capabilities of the Product, damages resulting from the loss of use, loss of research or development, loss of data, lost profits or other economic loss, or any punitive, special, incidental, consequential, or indirect damages whether based on warranty, contract, tort, or any other legal theory.
7. TERM AND TERMINATION
8. This License Agreement is deemed to be in force commencing on the date on which User first downloads, first installs, first uses, or first purchases the Product, whichever is earliest. All User’s rights under this License Agreement shall be automatically terminated, without notice, immediately upon the violation of any of the terms or conditions of this License Agreement. Upon termination of this License Agreement, User must return or destroy any and all copies of the Product.
9. Without derogating from any of IDEAs rights according to this License Agreement and/or applicable law, in the event of any violation of this License Agreement, the User shall immediately return to IDEA or destroy manuals or documentation in its possession that pertain to the Product, including all copies thereof.
10. User shall indemnify and hold IDEA harmless against any and all claims, demands, suits, actions, causes of action, loss, damage, liability and attorneys’ fees and other costs and expenses incurred by IDEA arising as the result of any violation of this License Agreement by User.
11. User agrees that its obligations herein are necessary and reasonable in order to protect IDEA and IDEA’s business and, accordingly, User agrees and acknowledges that any such violation of this License Agreement may cause IDEA irreparable injury and that, in addition to any other remedies that may be available, in law, in equity or otherwise, IDEA shall be entitled to obtain injunctive relief against the threatened breach of this License Agreement or the continuation of any such breach, without the necessity of proving actual damages.
12. All provisions of this License Agreement, with the exception of the grant of the License as specified in Section A1 above, will remain in effect and thus shall survive termination.
13. GOVERNING LAW AND JURISDICTION

This License Agreement shall be governed in all respects by the laws of the State of Israel, and in the event of a dispute arising under or in connection with this License Agreement, User and IDEA hereby submit to the exclusive jurisdiction of the competent courts of the State of Israel.

1. SEVERABILITY

If a court of competent jurisdiction determines that any provision of this License Agreement is invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this EULA.  Waiver by any party of any breach of the EULA, or failure to exercise any right under the EULA, shall not be deemed to be a waiver of any other breach or right.

1. ENTIRE AGREEMENT

This EULA contains the entire understanding between User and IDEA, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

1. INCLUDED SOFTWARE AND LICENSES

The following Open Source Software is distributed and is provided under other licenses and/or has source available from other locations: