END USER LICENSE AGREEMENT

This Product License Agreement ("Agreement"), consists of the terms and conditions which governs your ("you" or "User") access to and use of the Products (defined below) of Dronomy Ltd., of 159 Yigal Alon St. Tel Aviv 6744367, Israel (Dronomy). This instrument constitutes a binding agreement between you and Dronomy. It is important that you read the following terms and conditions. By pressing "I Agree" at the bottom of this Agreement and/or by using the Product (in whole or in part) in any way or manner, you agree: (i) to abide by, and that you are bound, by this Agreement and any license of any Third Party Software (as defined below); (ii) that this Agreement is a legally binding and valid agreement; and (iii) to take all necessary steps to ensure that the terms and conditions of this Agreement are adhered to by any person or entity under your control or in your service. If you do not agree to this Agreement, you should immediately avoid the use of the Products and return them to Dronomy.

1.      Definitions

1.1.       Documentation means the user guide, release notes, installation notes, and other materials delivered by Dronomy with the Product.

1.2.       SiteAware Cloud means the cloud storage, processing and analysis services provided by Dronomy or a third party on its behalf for use in connection with the Products.

1.3.       Equipment shall mean all third party hardware equipment provided to you by Dronomy and/or a third party on its behalf pursuant to this Agreement, all as specified in Exhibit A.

1.4.       "Intellectual Property Rights" shall mean any and all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

1.5.       Products shall mean the Dronomy proprietary solution, which consists of the Software and Equipment as further described in Exhibit A, and as may be amended from time to time, including all copies of software regardless of method of delivery and all Documentation, packaging, updates, upgrades, versions and modifications thereto.

1.6.       Rental Agreement if applicable, shall mean that certain rental agreement, purchase order, or any other form of agreement (whether in oral or in writing) between you and Dronomy or a third party of its behalf, pursuant to which the Product is leased to you.

1.7.       Software shall mean (i) the SiteAware Cloud service software and SiteAware tablet software (inclusive of third party software) as further described in Exhibit A, contained in the package you receive(d) to be used in conjunction with the SiteAware Product ; (ii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the Software that Dronomy and/or a third party of its behalf may provide to you; (iii) all related documentation included in the package and/or provided to you via e-mail, or Dronomys World Wide Web site, or by other media; and (iv) any software that is delivered with or installed on the Equipment.

1.8.       Term shall mean the term for which you are authorized by Dronomy to use the Product, pursuant to the Rental Agreement or pursuant to terms agreed between you and Dronomy or any third party on its behalf.

2.      Title & Ownership. You acknowledge that the Product is leased by Dronomy or a third party on its behalf for the Term of this Agreement. You agree to return the Product upon termination of the Rental Agreement (for whatever reason), in the condition in which it was received, taking into account only normal wear and tear for this type of product. You understand and acknowledge that you will be responsible to maintain the Product in good and working condition, and you will be responsible and indemnify Dronomy for all damages or losses of any kind that was caused to the Product, except for reasonable wear and tear.

Subject to the terms and conditions of this Agreement and upon payment of all applicable fees, risk of loss and damage shall transfer to you upon collection of the Products by you from the designated collection point. Notwithstanding any other provision to the contrary, all right, title and interest in and to the Products, Confidential Information and all enhancements, modifications, derivatives and Feedback (as defined in Section 7 below) thereto and all Intellectual Property Rights in connection therewith (collectively, "Dronomy IPR") are and will remain the property of Dronomy, its affiliates or licensors (if applicable). This Agreement does not convey to you any right, title or interest in the Dronomy IPR, other than the revocable and limited license to use the Product as set forth in Section 4 below (provided user paid all applicable fees in full). To the extent all right, title and interest in and to all Intellectual Property Rights are not owned in their entirety by Dronomy upon creation, User hereby irrevocably assigns all rights therein to Dronomy and waives any and all rights therein including without limitation moral rights and/or rights to receive compensation and/or royalties.

3.      Confidential Information. The Products contain valuable trade secrets of Dronomy and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Dronomy and agree that Dronomy may be entitled to obtain immediate injunctive relief prohibiting such violation in addition to any other rights and remedies available to it. User expressly undertakes to retain in confidence and to require its employees to retain in confidence all information and know-how in respect of the Products and/or that are transferred to User by Dronomy and/or anyone on its behalf and any and all Feedback (Confidential Information). You expressly undertake to (i) safeguard any Confidential Information with the same care as you would safeguard your own confidential information, but with no less than reasonable care; (ii) limit dissemination of the Confidential Information solely to such of its employees who have a need to know and who are bound by obligations and restrictions as to confidentiality and Intellectual Property Rights no less restrictive on said employees and no less protective of Dronomy IPR and Confidential Information than the terms hereof; (iii) not disclose the Confidential Information to any third party; and (iv) not use the Confidential Information for any purpose other than as explicitly permitted herein. If you shall be compelled to disclose any Confidential Information due to any applicable law, you will promptly inform Dronomy in writing of such disclosure requirement and you will limit the disclosure only to that extent which is legally required. You acknowledge that any information concerning the Product or the use thereof that you provide to Dronomy will not be treated as your confidential information and may be used by Dronomy and its affiliates. You agree that your obligations according to this Clause 3 shall be effective during the Term of this Agreement and thereafter in perpetuity.

4.      License Grant. For as long as the Rental Agreement is in effect, Dronomy grants User, and User accepts a non-transferable, non-sublicensable, non-exclusive, royalty-free license, to use the Software provided to you by Dronomy, solely for end User use, in conjunction with the Product and the Rental Agreement. The license shall be granted until terminated pursuant to this Agreement.

5.      User Obligations and Limitations on Use.

5.1.       User agrees not to (i) copy, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Products, or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance all or any part of the Software or create any derivative works or otherwise merge or utilize all or any part of the Software with or into other computer programs or other materials or attempt to discover the Softwares source code; (iii) ship, transfer, or export the Product or any component thereof or use the Product in any manner, prohibited by law; (iv) contest Dronomy's Intellectual Property Rights to the Products; (v) remove or add any labels or logos to the Products; (vi) breach any security or licensing mechanism of the Product or identify or attempt to identify any security vulnerabilities therein; (vii) work around or circumvent any technical limitations in the Product; (viii) use any tool or other means to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Product or for which you have not paid a license fee; or (ix) permit, cause or encourage any third party to do any of the foregoing. This Agreement shall automatically terminate upon the occurrence of any of the events set forth in subsections (i)-(ix) above.

5.2.       User shall use the Products in a proper environment as set forth in the Product documentation and in compliance with the applicable operating instructions and all applicable laws and regulations and for no purpose other than as specifically authorized in the Product documentation. User shall immediately allow Dronomy or a third party on its behalf to access the Product being leased to you and to install, all Software updates made available by Dronomy.

6.      Data Protection. Without limiting the above, Dronomy shall not, use, or transfer the personal data without Users express request and only on Users behalf and at Users risk and responsibility, except for the purpose of providing services to User with respect to the Product at User's request, and provided however that Dronomy shall be entitled to transfer such data to a third party that has acquired substantially all of the assets or interests of Dronomy. You represent and warrant that allowing the Dronomy, subsidiaries, affiliates, and their respective distributors, officers, directors, employees, advisors, consultants and subcontractors to access personal data processed by the Product, for the purpose of performing their services at User's request, does not violate, breach, or infringe upon any person's right under any relevant directives, laws and regulations with respect to personal data and the use, transfer, processing and storage thereof. Notwithstanding anything to the contrary above, Dronomy may freely collect, use and analyze data based on information provided by the User, for purposes of research, studies and/or commercial publications.

7.      Feedback. User agrees that any feedback or ideas User provides to Dronomy regarding any Products, their use or any suggested improvements, enhancements or derivatives ("Feedback") thereto will be the exclusive property of Dronomy and shall be deemed as Dronomy IPR and Confidential Information. User shall keep the Feedback secret and shall not disclose or publish such Feedback or otherwise make any such information publicly available.

8.      Disclaimer of Warranty

8.1.       EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN EXHIBIT B ("LIMITED WARRANTY") AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED AS IS, WITHOUT OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRONOMY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH USER.

8.2.       DRONOMY DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, BUG FREE OR ERROR-FREE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF THEIR CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS USER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT USER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE PRODUCTS AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE PRODUCTS.

9.      Limitation of Liability. IN NO EVENT SHALL DRONOMY OR ITS AFFILIATES OR DISTRIBUTORS OR THEIR SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES RESPECTIVELY BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT, COPYRIGHT INFRINGEMENT, OR OTHERWISE, FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS OR ANY PART THEREOF EVEN IF DRONOMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, DRONOMY'S AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE LICENSE FEES PAID BY YOU TO DRONOMY FOR THE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE RELEVANT CLAIM.

10.  Safe Performance. The Product is not designed, manufactured or intended to any use in a fail-safe performance environment in which the failure of the Product could lead to irreversible consequences such as death, personal injury or significant damage to property.

11.  Improper Use. The User acknowledges that Dronomy does not guarantee the Product performance, outputs or results in the event that User fails to comply with the Documentation, or if the Product is used improperly or not in accordance with the applicable recommendations.

12.  Compliance with Laws. User shall ensure the compliance of its activities and its use of the Product with all applicable laws and regulations, in any relevant jurisdiction, and with all such governmental approvals, licenses, permits and authorizations necessary for the performance of Users activities hereunder and with respect to the Product.

13.  Indemnification. You agree to defend, indemnify and hold harmless Dronomy and anyone on its behalf, including but not limited to, all of its shareholders, managers, directors, officers, affiliates and employees, against any losses, expenses, costs, claims, damages (including reasonable attorney fees, expert fees and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to your negligent use of the Products and/or any misconduct by you and/or any breach of this Agreement by you.

14.  Third Party Software. The Product contains software provided by third parties ("Third Party Software"), as specified in Exhibit C attached hereto, along with additional copyright notices and license terms applicable to such third parties' software. Use of such third party software shall be governed by the license agreements specific to such software if applicable, provided, however, that in addition to any terms and conditions of any third party software license as set forth in Exhibit C, the disclaimer of warranty and limitation of liability set forth above shall apply to all Software and Third Party Software. If the Software contains any software provided by third parties not noted in Exhibit C, the restrictions contained in this Agreement shall apply to all such third party software providers and third party software as if they were Dronomys and the Product, respectively. For the sake of clarity, nothing in this Section shall be deemed as a statement, representation or information provided by Dronomy that any Third Party Software has been integrated, combined, linked, embedded, incorporated or otherwise used in the Product in any manner which derogating from the proprietary nature of the Product or from any right of Dronomy in and to the Product, or that the Product as a whole is subject to any Third Party License. Upgrades, updates, modifications and enhancements to the Software and/or to any Third Party Software shall be governed by the terms and conditions of this Agreement, unless such upgrades, updates, modifications and enhancements modify the Product materially, and in such case you will be notified via email or by another means of notice determined by Dronomy. By continuing to use the Product or any part thereof following such modifications, you agree to be bound by such modifications.

15.  Termination. Notwithstanding termination or expiration of the Rental Agreement, or termination of the license granted hereunder, Sections 1-3, 5-17 shall survive and remain in effect in perpetuity.

16.  Governing Law & Jurisdiction. This Agreement is governed by the laws of the State of Israel without regard to conflict of laws provisions thereof. The courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.

17.  General. (i) The Agreement is the entire agreement between you and Dronomy in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) Dronomy may assign this Agreement, in whole or in part, in its sole discretion. You may not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement to any third party without the prior written consent of Dronomy. Any unauthorized assignment will be void and of no force or effect; (iii) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than you and Dronomy, its affiliates and successors or assignees any rights, remedies or other benefits under or by reason of the Agreement; (iv) Dronomys failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions; (v) in the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.


Exhibit A

Products

 

         Drone system, including:

o   Quad-copter Drone with gimbal and camera

o   Propellers

o   Remote control unit

o   Tablet connectivity cable

o   Drone battery

o   Battery charger

o   Carrying case

         Spare drone batteries

         Propeller protectors

         Spare drone propellers

         iPad mini tablet, including charger

         MiniSD memory card

         Memory card reader

         SiteAware Planner flight control and planning mobile application (pre-installed on Tablet)

         SiteAware Cloud Uploader (web interface for uploading drone imagery to SiteAware Cloud)

         SiteAware Viewer (web application to access, view, manipulate, share and analyze output and models created by Dronomy from drone captured imagery)

         Documentation and manuals


Exhibit B

Limited Warranty

 

1.       If the SiteAware Product should become defective within the Term of this Agreement, Dronomy shall repair or replace, at its option, any parts that appear to have been defective, or are defective in material or workmanship.

2.       This Limited Warranty covers the correct use of the SiteAware Product in normal and usual conditions as required under the Documentation. This warranty does not cover damages due to (1) acts of God, misuse, or abuse or negligence by the end user including, but not limited to, dropping or crashing unit, damage caused by exogenous sources, liquids or substances, heat or freezing exposure, or any other cause beyond the range of intended use; (2) attempted repairs or modifications of the SiteAware Product by anyone other than Dronomy or its qualified technicians; or (3) improper operation or maintenance of the SiteAware Product.

3.       Dronomy reserves the right to modify, alter or improve the SiteAware Product or parts thereof at any time, without incurring an obligation to modify, alter, improve or replace any previously sold SiteAware Product or parts thereof.

4.       This Limited Warranty is non-transferable.

5.       This Limited Warranty will be governed by the laws of the State of Israel, excluding their conflicts of laws principles.

6.       The replacement or repair of defective parts as described in this Limited Warranty shall constitute the sole remedy of the User and the sole liability of Dronomy under this limited warranty.


Exhibit C

Third Party Software

 

List of open source packages used by SiteAware.

 

DRONOMY LTD. CONFIDENTIAL October 30, 2017