END USER SOFTWARE LICENSE AGREEMENT

Read the below terms and conditions carefully.
Upon using the Software, a binding license agreement will be made between yourself ("You") and Psik Solutions Ltd. (“PSIK”) according to the below terms and conditions.

1. DEFINITIONS

   Unless the context clearly requires otherwise, the following terms shall have the following meanings:

   1. The "Software" means this HQH On The Cloud™ web site. The Software also includes all enhancements, modifications, additions, translations, compilations, or other software made available to You by PSIK, and any and all printed and electronic documentation provided with such Software.
   2. The “Documentation" means any and all electronic or printed documentation provided to You in conjunction with the Software, including without limitation instructions and guidelines, to the extent such are provided.

2. GRANT OF LICENSE

   1. License of Software. PSIK hereby grants You a non-exclusive, non-transferable, non-assignable, royalty-free, limited license to (1) execute the Software; and (2) use the Documentation provided with the Software in support of Your authorized use of the Software.
   2. The Software is for Your personal use only. You are prohibited from distributing, transferring, or sublicensing the Software to any third party. You may not make any copies of the Software.
   3. PSIK is under no obligation to support the Software in any way or to provide any updates to the Software. In the event PSIK, in its sole discretion, provides You with any update, such update shall be deemed an integral part of the Software hereunder and shall be subject to the terms and conditions of this Agreement

3. SOFTWARE AND DOCUMENTATION REPRODUCTION

   You shall not in any way make any unauthorized use, transfer (including sublicense), copy, modify, reverse engineer or dissemble the Software, in whole or in part, and shall take reasonable efforts to prevent same by others. Any sublicense, assignment or transfer any of the rights or duties hereunder is null and void.

4. TRADEMARKS AND COPYRIGHT

   You shall maintain and preserve any notice of copyright, trademark and/or proprietary rights placed by PSIK and/or the third party owners and/or developers of any portion of the Software, if any (“Third Party Suppliers”) on or in the Software or that are affixed to any media containing the Software.

5. PROPRIETARY RIGHTS

   PSIK retains exclusive ownership and/or right to use the Software, trademarks and any Documentation. All techniques, algorithms and processes contained in the Software or any modification or extraction thereof constitute trade secrets and/or proprietary information of PSIK or its Third Party Suppliers and will be protected by this Agreement.
   The PSIK logos, product names, software, emblems, manuals, documentation and other support and training materials, if any, are either patented, copyrighted, trademarked or owned by PSIK or its Third Party Suppliers as trade secrets and/or proprietary information. You agree not to remove or alter any Software identification or notices of such proprietary restriction from the Software unless agreed otherwise by PSIK in writing.

6. DISCLAIMER OF WARRANTIES

   THE SOFTWARE IS PROVIDED “AS IS”. PSIK AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES WHATSOEVER WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO: (A) THE QUALITY AND PERFORMANCE OF THE SOFTWARE; (B) NON- INFRINGEMENT; OR (C) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INSTALLATION, MAINTENANCE, SUPPORT AND TRAINING.

   PSIK does not provide any installation, maintenance, support and/or training services of any kind, and shall not be liable for such or for similar service.

8. LIMITATION OF LIABILIT.

   IN NO EVENT SHALL PSIK (AND/OR ITS THIRD PARTY SUPPLIERS BE LIABLE TO YOU AND/OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT AND/OR INDIRECT DAMAGES, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, DAMAGES RESULTING FROM SOFTWARE DOWNTIME OR LOSS OF DATA, SUBSTITUTIONS, LOST PROFITS OR REVENUE OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING TO THE EXTENT ARISING OUT OF ANY CLAIM, INCLUDING A CLAIM OF PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, WHETHER OR NOT FORESEEABLE AND EVEN IF PSIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

9. TERMINATION OF LICENSE

PSIK may terminate this Agreement and the nonexclusive license granted herein in the event that Licensee shall: (a) cease conducting business in the normal course; become insolvent or become unable to meet its obligations as they become due; (b) make any unauthorized use, transfer, duplication or disclosure of the Software; or (c) fail to observe or perform any other material term, covenant or agreement contained in this Agreement, including without limitation any breach of Section 5 above.

10. MISCELLANEOUS PROVISIONS

    1. Choice of law and Jurisdiction. This Agreement shall be governed solely by the laws of the state of Israel, without regard to its choice of law rules, and any dispute or claim with respect thereto shall be submitted to the competent courts in Tel Aviv, Israel, which shall have sole and exclusive jurisdiction in such matter to the exclusion of the jurisdiction of all other courts. Notwithstanding the above, PSIK maintains the right to
       apply for injunctive or equitable relief in any jurisdiction in which this limited license is breached or in which a breach is anticipated or threatened.
       

    2. Assignments. You may not assign this Agreement without the prior written consent of PSIK.
    3. No agency, partnership or joint venture relationship is or shall be created by virtue of this Agreement.
    4. Remedies. The Parties stipulate that the remedies of law of either Party in the event of any default or threatened default by the other Party in the performance of or compliance with any of the terms of this Agreement are not and shall not be adequate, and that such terms may be specifically enforced by a decree for specific performance of any agreement contained herein, by an injunction against a violation of any of the terms of this Agreement, or by other appropriate equitable relief. Except where exclusive or restricted rights and remedies are identified herein, no remedy of either Party shall be exclusive of any other remedy, and such remedies shall be cumulative and shall include all remedies available hereunder or under any other written agreement or in law or equity, including rights of offset.
    5. Entire Agreement; Amendment. This Agreement sets forth the entire agreement and understanding of the Parties with respect to the subject matter hereof, and contains all of the promises, undertakings and other representations made by the Parties to each other prior to its execution, all of which are merged herein and superseded hereby. No amendment to this Agreement will be of any affect unless executed in writing, with specific reference being made to this Agreement and the matters being amended, and signed by both of the Parties.