End user evaluation agreement – updated 02 MARCH 2023

Please read carefully the terms and conditions of this End User Non-Exclusive Evaluation Agreement (“Agreement”). It contains very important information about Your (as defined below) rights and obligations, as well as limitations and exclusions that may apply to You once Cognata (as defined below) grants and You install, access and/or use (collectively, “Use”) the Cognata Cloud and/or Cognata Station (as defined below). It likewise contains a dispute resolution clause. If You do not agree to be bound by this Agreement and comply with its terms and conditions, You may not use the COGNATA PLATFORM (as defined below).  

Non-Exclusive End User Evaluation Agreement (“Agreement”)

YOU AGREE AND ACKNOWLEDGE THAT IN THE EVENT COGNATA LTD. (“COGNATA”) WILL AGREE TO PROVIDE YOU A LICENSE/RIGHT TO USE THE COGNATA CLOUD AND/OR COGNATA STATION, THEN COGNATA’S AGREEMENT TO PROVIDE YOU WITH A LICENSE/RIGHT TO USE THE COGNATA CLOUD AND/OR COGNATA STATION AND OTHER CONFIDENTIAL INFORMATION IS BASED ON YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT AND TO ABIDE BY THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON OR CHECKING THE APPROPRIATE BOX ON COGNATA’S WEBPAGE SIGNIFYING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, OR BY YOUR USE OF THE COGNATA CLOUD AND/OR COGNATA STATION (COLLECTIVELY, “ACCEPTANCE ACT”) YOU ARE SIGNIFYING YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO ABIDE BY THEM, WITHOUT ANY QUALIFICATION OR EXCEPTION. YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR ACCEPTANCE ACT SIGNIFIES THAT YOU HAVE READ AND UNDERSTOOD: (I) THIS AGREEMENT; AND (II) ANY OTHER SUPPLEMENTAL TERMS AND POLICIES THAT THIS AGREEMENT EXPRESSLY INCORPORATES BY REFERENCE. THE EARLIEST DATE OF SUCH ACCEPTANCE ACT SHALL BE DEEMED AS THE “EFFECTIVE DATE”); AND (III) BECAUSE ALLOWING YOU ACCESS OR USE OF THE COGNATA PLATFORM WILL BE DONE IN WHOLE OR IN PART IN ISRAEL AND COGNATA IS AN ISRAELI COMPANY, THIS AGREEMENT IS TO BE DEEMED TO HAVE SUFFICIENT CONNECTIONS TO ISRAEL FOR JURISDICTIONAL MATTERS.

BY THE ACCEPTANCE ACT YOU ARE HEREBY AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THE ENTITY/ORGANIZATION/COMPANY/GOVERNMENTAL ENTITY, ON WHOSE BEHALF YOU PERFORMED (OR ARE PERFORMING) THE ACCEPTANCE ACT. “YOU” AND “YOUR” REFER TO THAT ENTITY. LIKEWISE, YOU HEREBY REPRESENT AND UNDERTAKE THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY/ORGANIZATION/COMPANY/GOVERNMENTAL ENTITY TO THIS AGREEMENT. (YOU AND COGNATA MAY BE REFERRED TO HEREIN AS “PARTY” OR COLLECTIVELY AS “PARTIES”)

IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY/ORGANIZATION/COMPANY/GOVERNMENTAL ENTITY ON BEHALF OF WHICH YOU (OR FELLOW MEMBERS OF YOUR ENTITY/ORGANIZATION/COMPANY/GOVERNMENTAL ENTITY) INTEND ON USING OR SHALL BE USING THE COGNATA CLOUD AND/OR COGNATA STATION, DO NOT CLICK THE “I ACCEPT” BUTTON, DO NOT CHECK THE APPROPRIATE BOX ON COGNATA’S WEBPAGE SIGNIFYING YOUR CONSENT TO BE BOUND THIS AGREEMENT AND DO NOT USE THE COGNATA CLOUD AND/OR COGNATA STATION.

BY ENTERING INTO THIS AGREEMENT, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY LAW APPLICABLE TO YOU REQUIRING THAT THE AGREEMENT BE LOCALIZED TO MEET YOUR LANGUAGE OR REQUIRING AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.

COGNATA RESERVES THE RIGHT TO UPDATE, AMEND, AND/OR MODIFY THIS AGREEMENT FROM TIME TO TIME BY POSTING NEW TERMS ON ITS WEBPAGE, AND ANY USE OF THE COGNATA PLATFORM AFTER SUCH TERMS HAVE BEEN POSTED SHALL BE DEEMED AS ACCEPTANCE BY YOU OF THE NEW TERMS..

1. Definitions

In this Agreement the following terms shall have the meaning set out next to them (other terms are defined in other Sections):

“Cognata Cloud” means cloud service of the Cognata Software (SaaS). “cloud worker instance” means a virtual machine that runs the Cognata Software in the cloud. The features of the Cognata Cloud which will be made accessible to You (if any) are those features that Cognata determined that they will be made accessible to You. If the Cognata Cloud is installed on Your private cloud, You shall receive a binary executable form of the Cognata Cloud.

“COGNATA PLATFORM” means all of the following: (i) the Cognata Cloud; (ii) the Cognata Station, and (iii) the Output.

“Cognata Software” means Cognata’s simulation software solution for developing, testing, and validating AV and ADAS systems and their sensors (as well as for other transportation solutions, such as urban traffic planning), including all workarounds, bug fixes, corrections, modifications, new releases and new versions of the Cognata software which will be made available to You (if any) in the form of Cognata Cloud or Cognata Station (if any) as well as any Documentation which will be made available to You (if any). The Cognata Studio server is part of the Cognata Software and is required both for Cognata Cloud and Cognata Station.

“Cognata Station” means a binary executable form of the Cognata Software which will be locally deployed on Your workstation (if any). The features of the Cognata Station which will be provided to You (if any) are those that Cognata determined that will be provided to You.

“Company Software” means Your software which You shall connect to the Cognata Software for the purpose of simulating such Company software.

“Derivative Work” means a work based upon one or more preexisting works, such as a translation, adaptation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which a work may be recast, transformed, or adapted. Likewise, a work consisting of editorial revisions, annotations, elaborations, or other modifications, which, as a whole, represent an original work of authorship is considered a Derivative Work. It is agreed and clarified that software or computer code that You will develop which are based on the Output or the conclusions which You will draw based on the Output are not considered Derivative Work of the COGNATA PLATFORM.

“Documentation” means the official technical specifications and using materials of the Cognata Software which Cognata publishes in respect of the Cognata Software.

“Evaluation License” means a limited license/right to Use the Cognata Software during the Evaluation Period in accordance with the terms and conditions of this Agreement.

“Evaluation Period” or “Evaluation Term” means unless expressly authorized otherwise by Cognata: a period of thirty (30) days commencing on the date Cognata allowed You to Use the Cognata Software (including by way of providing licenses or making the Cognata Software accessible). Cognata may in its sole discretion extend the Evaluation Term beyond the initial period.

"Intellectual Property Rights" means Israeli, United States and other applicable county: (i) patents, patent applications and patent rights, including any and all continuations, division, reissue or extensions thereof and all rights associated with the foregoing; (ii) rights associated with works of authorship, including copyrights and copyright applications and mask work rights whether or not registered; (iii) rights relating to the protection of trade secrets; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property and any other intellectual property rights recognized by Israeli United States and other applicable country law including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights.

“Named User(s)” means those employees of Yours who are authorized by You to Use the Cognata Software on Your behalf. You will identify these Named Users by name, and only those identified and registered in a database kept by Cognata may Use the Cognata Software. For clarity, the Named Users do not have a right of their own to Use the Cognata Software, but rather they shall be Using the Cognata Software on Your behalf. For clarity Use of the Cognata Software by the Named Users is deemed as Use by You.

"Output” means any and all the images and/or video and/or other media and/or other data generated by the Cognata Software as a result of Your (including for the avoidance of doubt, the Named Users’) Use of the Cognata Software.

“Purpose” means evaluation of the COGNATA PLATFORM and discussions between You and Cognata related to a potential business transaction concerning Your purchase of licenses/ right to use the Cognata Software.

“Use” means access and/or use, and if applicable install.

  2. Evaluation License

A. Limited Use of the Cognata Software.

1. 1. Cognata Station. In the event, Cognata decides to grant You a license to a copy (or copies) of the Cognata Station then the license granted is subject to Your compliance with the terms and conditions of this Agreement. The license (if granted) is limited, non-exclusive, non-transferable, non-assignable (by operation of law or otherwise), non-sub-licensable, and revocable license to use such copy (or copies) only as an end user, and only during the Evaluation Period by up to 5 Named Users. You shall not use any copy of the Cognata Station after the earlier of (i) the termination of the Evaluation Period, or (ii) the expiration of the Evaluation Period, and You shall delete all copies of the Cognata Station in Your possession.
   2. Cognata Cloud. In the event, Cognata decides to grant You a right to Use the Cognata Cloud then the right granted is subject to Your compliance with the terms and conditions of this Agreement. The right to use (if granted) is limited, non-exclusive, non-transferable, non-assignable (by operation of law or otherwise), non-sub-licensable, and revocable right to Use the Cognata Cloud only as an end user and only during the Evaluation Period by up to 5 Named Users. You shall not use the Cognata Cloud after the earlier of (i) the termination of the Evaluation Period, or (ii) the expiration of the Evaluation Period. If the Cognata Cloud is installed on Your private cloud, then upon the expiration or termination of the Evaluation Period, You shall delete the Cognata Cloud from Your computer systems
   3. Cognata Studio server. The Cognata Studio server is part of the Cognata Software, and accordingly, the provisions herein concerning the Cognata Software are applicable also to the Cognata Studio server. The Cognata Studio server is installed in the cloud. You acknowledge that even if You were granted only a right to Use the Cognata Station, the Cognata Station will connect to the Cognata Studio server in the cloud, and the terms and conditions herein governing the Use of the Cognata Station (including for the avoidance of doubt, the disclaimer of representations and warranties and limitation of liability) also govern Your Use of the Cognata Studio server over the cloud.
   4. Use only for the Purpose. You shall use the COGNATA PLATFORM only for this Purpose.
   5. Not a Sale. For the avoidance of doubt entering into this Agreement does not constitute a sale, but a grant of a license/right to Use the Cognata Software in accordance with the terms and conditions of this Agreement. Other than the right to Use the Cognata Cloud and/or Cognata Station in accordance with the license/right granted herein, You do not and shall not acquire any rights in or to or related to the Cognata Software (including for the avoidance of doubt in or to the Intellectual Property Rights therein), express or implied.
   6. Reservation of Rights. All rights not expressly granted by Cognata in this Agreement with respect to the Cognata Software are hereby expressly reserved by Cognata.

B. Restrictions. You hereby undertake that You shall not (and You have no right to):

1. 1. sell, rent, lease, lend, sublicense, outsource, host, act as a service bureau, assign, timeshare, disseminate, or distribute the Cognata Software (or any portion thereof) to any third party;
   2. reverse engineer, disassemble, or decompile the Cognata Software (or any portion thereof) or otherwise attempt to discover the source code, the algorithm, workflows, and/or non-literal aspects (such as the underlying structure, sequence, organization, and interfaces) of the Cognata Software (or any portion thereof);
   3. create Derivative Works of (and/or based upon) the Cognata Software (or any portion thereof);
   4. copy, reproduce, or modify the Cognata Software (or any portion thereof);
   5. Use the Cognata Software (or any portion thereof) to build, create or generate products or services directly competitive with the Cognata Software or the Output;
   6. Use the Cognata Software (or any portion thereof) in a manner other than as specifically permitted by Cognata (including Using it in excess of the authorization granted by Cognata);
   7. disable, tamper with, or otherwise attempt to circumvent any security or access control mechanism of the Cognata Software (or any portion thereof) and/or any billing or metering mechanism, verification methods, or any parts thereof;
   8. send or store or introduce viruses, Trojan horses, worms, malicious code, or other malware through or on the Cognata Software; and/or
   9. publish or disclose to third parties any evaluation or benchmarking of the Cognata Software;
   10. alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within the Cognata Software (or any portion thereof);
   11. take any action that requires any portion of the Cognata Software to be subject to end-user rights incompatible or inconsistent with this Agreement;
   12. interfere with or disrupt the integrity or performance of the cloud environment which hosts the Cognata Software;
   13. attempt to do or permit anyone to do any of the above (a-l).

C. Installation of Cognata Station, Workarounds, etc. Prior to the installation of copies of Cognata Station, the binary of the Cognata Cloud (if installed on a private cloud), and any workarounds, bug fixes, corrections, modifications, new releases, and new versions which You shall receive, You will run those acceptance tests which You believe are required to meet Your own requirements before installation.

D. SDK/API. To the extent an SDK/API is provided by Cognata, You may modify, alter, translate, add to or adapt the SDK/API (if any is provided) solely for the purpose of interoperability of the Company Software with the Cognata Software.

E. Company Materials and Company Equipment. You undertake that the Company Software and any and all data and materials (collectively, “Company Materials”) which You will connect to, run on, process on, transmit to, and/or upload (collectively, “Process”) on the Cognata Cloud is either owned by You, or You have a right to use such Company Materials in connection with the Cognata Cloud. You are responsible that all the Company Materials will not contain any personal information. You hereby grant Cognata and the cloud service provider on which Cognata hosts (or will host) the Cognata Cloud the right to Process the Company Materials but solely for the purpose of providing the Cognata Cloud service, as determined by Cognata’s reasonable judgment. Cognata is not responsible for any actions and inactions of third parties related to such Processing, including the actions or inaction of the cloud service provider, or the network through which You shall Process Company Materials or download the Output. You retain all ownership and Intellectual Property Rights in the Company Materials. You are responsible for the operation, performance, and security of Your equipment, networks, and other computing resources used by You or any of Your Named Users to connect to or otherwise utilize the Cognata Cloud and/or Cognata Station.

F. Named Users/Keys. Use of the Cognata Software by You is limited to the number of Named Users which Cognata authorized You to Use with the Cognata Software. You shall not allow anyone other than the Named Users to Use the Cognata Software. You are responsible for the compliance of the Named Users with the terms and conditions of this Agreement, including the restrictions and limitations that apply to Your Use of the Cognata Software. Any act or omission by the Named Users in connection with the Cognata Software and/or in connection with this Agreement shall be deemed as Your act or omission and accordingly any breach by the Named Users of this Agreement shall be deemed to be a breach of this Agreement by You. Use of the Cognata Software may require the use of a particular key (the "Key"). You shall keep in strict confidence the Key, and You are responsible for any and all activities and actions done with such Key and/or under such Key, including without limitation, any unauthorized use of the Key by a third party, or by a person who is not a Named User. In collecting the details of the Named Users, Cognata will act as a data processor and will act on the Named Users’ instructions concerning the treatment of their personal data. You are responsible to provide any notices and obtain any consents to allow Cognata to use the Named Users’ email addresses and those related to the Named Users’ use of the Cognata Software, including those related to the collection, use, processing, transfer, and disclosure of personal data.

G. Third-Party Components, Open-Source, and Minimum Requirements. The Cognata Software may include certain third-party components which are embedded in the Cognata Software, such as maps. The third-party components (as opposed to open-source software) (“Third-Party Components”) are to be Used by You under and in accordance with the terms and conditions of this Agreement applicable to Cognata Software. The Third-Party Components may not be used separately from the Cognata Software, and You shall not directly access any Third-Party Components other than with or as part of the Cognata Software. Notwithstanding anything else in this Agreement to the contrary, Cognata makes no warranty, representation, or other undertakings in respect of the Third-Party Components, and in no event shall Cognata be liable with respect to these Third-Party Components. Open-source software (applicable only if You received a copy of the Cognata Software) is to be Used pursuant to the applicable open-source software license. To the extent applicable, information about the open-source software may be found (i) in a file accompanying the SDK/API and/or the Cognata Software; or (ii) in the Documentation. Notwithstanding anything else in this Agreement to the contrary, Cognata makes no warranty, representation, or other undertakings in respect of any open-source software, and in no event shall Cognata be liable with respect to any open-source software. Third-party applications or services, such as cloud services, may be appropriate or necessary in order to Use the Cognata Cloud ("Minimum Requirements"). These Minimum Requirements are governed by the terms and conditions specified by the third-party owner, author, or provider of such Minimum Requirements (such as Google’s Acceptable Use Policy or Microsoft Azure's Acceptable Use Policy). You are responsible for Your compliance with these terms. In no event shall Cognata be liable with respect to these third-party applications or services. In addition, the Cognata Software may contain features, functions, or interfaces that enable interoperation with or access to third-party products, services, or content (such as Simulink). You acknowledge and agree that such third-party products, services, or content are not part of the Cognata Software and are not warranted, maintained, or supported by Cognata.

H. Review. You hereby agree to provide Cognata with all relevant records and information that are reasonably necessary to allow Cognata to determine whether You are using the COGNATA PLATFORM in accordance with this Agreement.

I. Statistical Usage Information. Statistical usage information of the Cognata Cloud by You collected by Cognata in an anonymized and aggregated manner shall be the sole property of Cognata.

  3.

The Evaluation License is provided during the Evaluation Period for evaluation free of charge.

4. Intellectual Property in the Cognata Software

A. Cognata is the owner of Cognata Software. Cognata retains all right title and interest in and to the Cognata Software including any and all Intellectual Property Rights therein, and likewise retains all rights, titles, and interest in and to any Derivative Works of the Cognata Software including any and all Intellectual Property Rights therein. Except for the limited license/right to Use the Cognata Software as expressly authorized by Cognata, You shall have no other right title, or interest in or to the Cognata Software.

B. To the extent that as part of the evaluation, Cognata developed any features or made other adaptations of the Cognata Software to meet Your requests/needs, it is agreed that Cognata owns the features and adaptations of the Cognata Software, including Intellectual Property Rights therein: (a) regardless of the fact that You may have requested Cognata to develop/add/provide these features/adaptation of the Cognata Software; and (b) regardless if You provided any information, data, and feedback in connection with these features/adaptations. You are not entitled to any royalty or other form of payment if anyone else uses the features/adaptations.

5. Confidential Information.

A. In connection with this Agreement and the Purpose, either of the Parties (in this capacity, a “Receiving Party”) will receive from the other Party (in this capacity, a “Disclosing Party”) or will have access to information, data, materials, and computer code (collectively, “Information”) (actual access is deemed as disclosure) that the Disclosing Party considers confidential (hereinafter “Confidential Information”, such term shall include without limitation all copies, extracts, derivatives, and portions thereof). The Disclosing Party’s Confidential Information shall not include Information which the Receiving Party can prove: (i) was already lawfully known to the Receiving Party before it was disclosed to it or before it had access to such Confidential Information. This exclusion shall not apply with respect to Information which the Receiving Party became aware of under a previously executed confidentiality undertaking towards the Disclosing Party or under a previously executed agreement with the Disclosing Party; (ii) is independently developed by Receiving Party without access to or use of Confidential Information of the Disclosing Party as proven by written records, (iii) was (or will be) generally known to the public without breach of this Agreement by the Receiving Party or anyone on its behalf, or (iv) is lawfully obtained by the Receiving Party from any third party who did not acquire or disclose such Information in breach of any obligation to the Disclosing Party. It is agreed that the Confidential Information of Cognata shall be deemed to include but shall not be limited to the Cognata Software and the Output, and the exclusions stated above shall not apply to the Cognata Software and the Output

B. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party, except its employees and independent contractors (“Representatives”) who have a need to know the Disclosing Party’s Confidential Information for the purpose of performance of this Agreement/exercise of the Receiving Party’s rights hereunder, and who are likewise subject to written agreements containing confidentiality and non-use obligations substantially similar to those set forth herein. The Receiving Party shall ensure the compliance of its Representatives with the terms of this Section 5. Any breach of this Agreement by a Receiving Party Representative shall be deemed as a breach of this Agreement by the Receiving Party. For the avoidance of doubt (and as stated in Section 2) it is agreed that the Company Materials will be processed by the cloud service provider on which Cognata hosts (or will host) the Cognata Cloud.

C. The Receiving Party shall at all times take measures to keep the Confidential Information of the Disclosing Party confidential and these measures will be similar to those that the Receiving Party takes in respect of its own Confidential Information of like importance, which efforts and measures shall be no less than reasonable.

D. The Receiving Party shall not make any use of the Confidential Information of the Disclosing Party except in connection with the Purpose, and shall not use it for any other purpose.

E. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information of the Disclosing Party by its Representatives and will cooperate with the Disclosing Party in every reasonable way to assist the Disclosing Party to regain possession of the Disclosing Party’s Confidential Information to prevent its further unauthorized use or disclosure.

F. Upon the written request of the Disclosing Party, all Confidential Information of the Disclosing Party in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed.

G. In the event the Receiving Party becomes legally compelled by law, rule, regulation or court order, or any other governmental body having similar authority over the Receiving Party) to disclose any portion of the Confidential Information of the Disclosing Party, the Receiving Party shall to the extent permitted by applicable law provide the Disclosing Party with prompt notice thereof and the Receiving Party shall cooperate with the Disclosing Party to reduce the scope of the disclosure. Subject to the above the Receiving Party may disclose only that portion of the Confidential Information of the Disclosing Party which it is legally required to disclose. In addition, if the shares of the Receiving Party are traded on any recognized stock exchange, the Receiving Party may disclose that portion of the Confidential Information of the Disclosing Party that it is legally required to disclose.

H. The confidentiality and non-use obligations of the Receiving Party shall continue for a period of five (5) years from the date of disclosure and shall survive the expiration (or termination) of this Agreement. In addition, and with respect to Confidential Information of the Disclosing Party which also qualifies as a trade secret under Israeli law, the confidentiality and non-use obligations herein shall survive the expiration (or termination) of the above five (5) years period and shall continue in full force and effect until such Disclosing Party’s Confidential Information no longer qualifies as a trade secret under Israeli law.

I. For clarity, and with respect to the subject matter of this Agreement: the Cognata Software, the terms, and conditions of this Section 5 shall prevail over any non-disclosure agreement previously executed between the Parties.

  6. Disclaimer of Representations and Warranties

COGNATA ITS AFFILIATES, RESELLERS, DISTRIBUTORS, REPRESENTATIVES, THIRD-PARTY APPS AND SERVICES PROVIDERS, AND VENDORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE COGNATA PLATFORM AND THE EVALUATION CONTEMPLATED HEREIN INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, FREE FROM DEFECTS, AND/OR NON-INFRINGEMENT. THE DISCLAIMER OF REPRESENTATIONS AND WARRANTIES HEREIN WITH RESPECT TO THE COGNATA PLATFORM CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE COGNATA PLATFORM IS AUTHORIZED HEREUNDER (AND NO RIGHT TO USE THE COGNATA PLATFORM IS GRANTED) EXCEPT UNDER THIS DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE EVALUATION LICENSE IS PROVIDED ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." COGNATA DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE COGNATA PLATFORM. COGNATA MAKES NO REPRESENTATIONS OR COMMITMENTS AND SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE THIRD-PARTY COMPONENTS, OPEN-SOURCE SOFTWARE, MINIMUM REQUIREMENTS, AND/OR ANY THIRD-PARTY COMMUNICATION NETWORKS.

  7. Exclusions and Limitations of Liability

IF YOU HAVE (OR WILL HAVE) ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THIS AGREEMENT), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM COGNATA DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO US$ 1,000. YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOESN'T FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF COGNATA KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THIS AGREEMENT, THE EVALUATION CONTEMPLATED HEREIN, AND/OR THE COGNATA PLATFORM. YOU UNDERSTAND THAT, IN RETURN FOR YOUR AGREEMENT TO THE LIMITATION OF LIABILITY SET FORTH HEREIN, COGNATA IS ABLE TO OFFER YOU THE EVALUATION LICENSE FREE OF CHARGE. YOU AGREE THAT YOU MAY NOT RECOVER ANY DAMAGES FROM ANY AFFILIATES, RESELLERS, DISTRIBUTORS, REPRESENTATIVES, THIRD-PARTY APPS AND SERVICES PROVIDERS, AND VENDORS OF COGNATA.

  8. Term and Termination

A. This Agreement comes into effect on the Effective Date and unless terminated earlier shall continue with respect to the Evaluation License until the lapse of the Evaluation Period stated in Section 1, and the period during which the Parties may disclose and discuss Confidential Information in connection with the Purpose is two (2) years commencing on the Effective Date (the “Term”).

B. Either Party may terminate this Agreement if the other Party breaches this Agreement, and fails to cure such breach within fourteen (14) days of notice thereof. In addition, Cognata may terminate this Agreement if a receiver is appointed to You, or if You file for or if a third party has filed against You, liquidation, bankruptcy, insolvency or analogous proceedings which are not dismissed within 60 days after the receiver’s appointment, or the filing of the liquidation, bankruptcy, insolvency or analogous proceedings. Without derogating from the above, Cognata may suspend the availability of the Cognata Cloud in the event that Cognata reasonably suspects any Use of the Cognata Software by You is inconsistent with the terms and conditions herein. Either Party may likewise terminate this Agreement by written notice to the other Party if Cognata did not grant You an Evaluation License within six (6) months from the Effective Date.

C. Upon the earlier of the termination of this Agreement or expiration of the Evaluation Period: (i) You shall cease the Use of the Cognata Software; and (ii) You shall destroy and permanently erase all copies of the COGNATA PLATFORM in Your possession or control, and, upon request, forward written confirmation to Cognata that all such copies have been destroyed and permanently erased.

D. In the event of a termination of this Agreement (or expiration of the Term), all the terms and conditions of this Agreement which by their nature are intended to survive termination/expiration shall survive such termination/expiration: 2B (restrictions), 2H (review), 2I (Statistical Usage Information), 4 (Intellectual Property), 5 (Confidential Information), 6 (Disclaimer of Representations and Warranties), 7 (Exclusions and Limitation of Liability), 8C and 8D (Term and Termination), and 9 (Miscellaneous).

9. Miscellaneous.

1. 1. Force Majeure. A Party is not responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by it; government restrictions (including the denial or cancelation of any export, import or other licenses); or other events outside the reasonable control of that Party.
   2. Feedback. Cognata shall have all rights, titles, and interests, including, without limitation, all Intellectual Property Rights, to freely use and incorporate into the Cognata Software any suggestions, enhancement requests, recommendations, or other feedback provided by You and/or a Named User relating to the Cognata Software (“Feedback”) without any obligation or payment to You. The right granted herein to the Feedback is a perpetual, irrevocable, royalty-free, worldwide right (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare Derivative Works of, display, perform and otherwise exploit such Feedback without restriction.
   3. Entire Agreement. This Agreement is the entire agreement between the Parties regarding the subject matter hereof and supersedes any and all other proposals, communications, verbal or written between the Parties regarding the subject matter hereof. No representation or statement not expressly contained in this Agreement will be binding on any Party. Any and all purchase orders (or other communication) in respect of the Cognata Software shall be deemed to incorporate the terms and conditions of this Agreement. The terms and conditions of the purchase order (or other communication) shall not in any way modify, amend, or add to the terms and conditions of this Agreement. For clarity, Cognata hereby rejects any term, provision, or condition in a purchase order (or other communication) which conflicts with, or purports to add to or modify this Agreement; and should Cognata reference the purchase order in its invoice, such reference does not and will not imply acceptance of the terms and conditions of the purchase order.
   4. Amendments. This Agreement may not be modified or amended except in a writing executed by both Parties.
   5. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition but shall apply solely to the specific event to which such waiver is directed.
   6. Export. You undertake to comply with Your local import law as well as Israel’s defense export control law with respect to the COGNATA PLATFORM. In addition, You undertake: (a) not to use or evaluate the COGNATA PLATFORM for the development and/or production of defense equipment or its use (the term defense equipment includes besides purely defense equipment also any dual-use equipment listed in the Wassenaar Arrangement Dual-Use Goods and Technologies list), unless You are an Israeli entity. (b) not to export the COGNATA PLATFORM to Iran, Syria, Iraq, or Lebanon; and (c) not to request Cognata to perform any technical assistance that would constitute a defense service, unless You are an Israeli entity.
   7. US Government Restricted Rights. If the Cognata Software is supplied or made available to the United States Government, the Cognata Software and Documentation will be deemed to be "commercial software" and “commercial computer software documentation”, as such terms are used in the Federal Acquisition Regulation system. All United States Government end users and all end users on behalf of the United States Government acquired the license/right to Use the Cognata Software with only those rights set forth in this Agreement,
   8. Assignment. Cognata may assign its rights or obligations pursuant to this Agreement, upon such assignment it will notify You of such assignment. You agree not to assign any rights or obligations under this Agreement; any attempted assignment in contradiction to the above shall be null and void.
   9. Invalid Term or Condition. If any part of this Agreement shall be deemed invalid, illegal, or unenforceable such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
   10. Governing Law and Jurisdiction. The laws of the State of Israel (without giving effect to its conflict of laws rules) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance, enforcement, and termination. The United Nations Convention on Contracts for the International Sale of Goods and its provisions shall not apply to this Agreement. The competent courts of Tel-Aviv, Israel shall have exclusive jurisdiction with respect to any dispute or disagreement arising out of or relating to this Agreement regardless of the cause of action whether in contract, tort, or other theory of liability, and You and Cognata hereby consent to their exclusive jurisdiction and venue of the Tel Aviv courts. Notwithstanding the foregoing, Cognata may in its discretion bring court proceedings in any court having jurisdiction over You to seek an injunction, specific performance, or other equitable relief to enforce any right or obligation under this Agreement, and likewise, Cognata may in its discretion bring court proceedings against You in the jurisdiction in which You are incorporated if Cognata is concerned that a judgment of the Israeli courts would not be enforced in the jurisdiction in which You are incorporated. You hereby consent to the jurisdiction and venue of these courts. For the avoidance of doubt, You agree that it will not bring court proceedings in any court other than the Tel Aviv, Israel courts.
   11. Notices. All notices required or permitted to be given hereunder shall be in writing and in English, shall make reference to this Agreement, and shall be delivered either by hand, dispatched by prepaid courier, registered mail, or by email, addressed to the relevant Party's address set out in the heading of this Agreement (and if by email: if to Cognata to: danny@cognata.com and if to You: your company/entity/organization/governmental entity email address). Such notices shall be deemed served on the earlier of: (1) their actual receipt by the addressee, or (2) within seven (7) days of their dispatch, and if delivered by email, one day after the email was sent provided no undeliverable message has been generated in respect of such email. Both Cognata and You may give written notice of a change of address, and after notice of such change has been received, any notice shall thereafter be given to such Party at such changed address.
   12. Localized Language. By entering into the Agreement, You hereby irrevocably and unconditionally waive any law applicable to You requiring that the Agreement be localized to meet Your language.