NON-COMMERCIAL USE LICENSE AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY THE TERMS OF THIS LICENSE AGREEMENT (“AGREEMENT”). BY INSTALLING, ACCESSING AND/OR USING THE SOFTWARE (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH BRODMANN17 LTD. AND ITS AFFILIATES (“BRODMANN”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

THE SOFTWARE MAY BE USED SOLELY FOR YOUR PERSONAL, NON-COMMERCIAL PURPOSES. FOR COMMERCIAL PURPOSES PLEASE CONTACT THE REGIONAL BRODMANN BUSINESS REPRESENTATIVE.

1. License

Subject to the terms and conditions of this Agreement, Brodmann grants You, during the Term, a personal, non-exclusive, non-sublicensable, non-transferable, revocable license to: (i) use the Software solely for Your own personal Non-Commercial Use and (ii) use and display Brodmann’s trademarks solely for the purpose of publicizing or advertising that You are using the Software. Other than the above rights, no other right are provided to Licensee and Licensee may not use the Software for any other purpose or in any other way than as set forth above.

“Software” means Brodamann’s proprietary software and related documentation.

“Non Commercial Use” means not using the Software for commercial advantage or monetary compensation.

2. Title & Ownership. BRODMANN DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR ANY PART THEREOF, TO LICENSEE. All intellectual property rights, of any kind, evidenced by or embodied in and/or attached/connected/related to the Software, or part thereof, are and shall be owned solely and exclusively by Brodmann. Nothing in this Agreement shall constitute a waiver of Brodmann’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 Brodmann with feedback or suggestions regarding the Software, Licensee acknowledges that any and all rights, including intellectual property rights, in such feedback shall belong exclusively to Brodmann and Licensee hereby irrevocably and unconditionally transfers and assigns to Brodmann all intellectual property rights in such feedback and waives any and all moral rights that Licensee may have in respect thereto.

3. Warranty Disclaimers. AS BETWEEN LICENSEE AND BRODMANN, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR INTENDED OR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS OR WILL ACHIEVE ANY SPECIFIC RESULTS AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

4. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL BRODMANN AND/OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE. BRODMANN’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DIRECT DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE AMOUNT OF 100.00 (ONE HUNDRED) UNITED STATES DOLLARS. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION ‎4 SHALL APPLY: (I) EVEN IF BRODMANN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (II) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.

5. Term and Termination. This Agreement shall continue until terminated as set forth in this section (the “Term”). Brodmann reserves the right to terminate this Agreement at any time and without notice. Upon termination of this Agreement, the license will terminate and You: (i) will cease any and all rights to use the Software, and (ii) will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. The provisions of this Section and Sections1-4, and 6 shall survive the termination, expiration or other ending of this Agreement.

6. Miscellaneous. This Agreement represents the complete agreement concerning the Software between You and Brodmann and supersedes all prior agreements and representations between You and Brodmann. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Brodmann. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without the consent of Brodmann and any action or conduct in violation of the foregoing shall be void and without effect. Brodmann expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement are governed by and construed under the laws of the State of Israel, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the courts located in Tel Aviv, Israel, and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.