| SMART LINK, LTD. |
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| TERMS AND CONDITIONS FOR END USERS DOWNLOADING DRIVERS FROM THE SMART LINK WEBSI |
| TE |
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| You MUST read the following terms and conditions of sale before you download any |
| Software (as defined below) from the Smart Link ("Smart Link") website in order |
| to upgrade your existing Product (as defined below). These terms and conditions |
| constitute an agreement (the "Agreement") between Smart Link and end users ( "B |
| uyer"). |
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| 1. ACCEPTANCE: You must confirm you have read and agreed to these terms and cond |
| itions before you download the Product. BY CLICKING ON THE "YES" BUTTON, YOU ARE |
| CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO |
| NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON. |
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| 2. PRODUCT: Smart Link's product herein, (the "Product") as specified on Smart L |
| ink's website www.smlink.com comprises Smart Link's software drivers (the "Softw |
| are") which are available for download by the Buyer. There is a US version of th |
| e Software and an International version of the Software. |
| |
| 3. LICENSE: Smart Link hereby grants to Buyer a nonexclusive, nontransferable li |
| cense to download the Software from Smart Link's website, free of charge, for th |
| e sole purpose of upgrading the Buyer's existing Product. The Software may only |
| be used by the Buyer to upgrade the Buyer's existing version of the Product and |
| may not be used with any other product not provided by Smart Link. This license |
| shall not include the right to otherwise sell or sub-license the Software. |
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| 4 TERRITORIAL RESTRICTION ON LICENSE: Buyer shall use the International version |
| of the Software solely in jurisdictions outside of the United States of America. |
| Buyer agrees not to use the International version of the Software in the United |
| States of America. |
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| 5. SOFTWARE TERMS: |
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| Title to the Software: Buyer acknowledges that Smart Link is the owner of all ri |
| ghts, title, and interest, including all trademarks, copyrights to all of the do |
| cumentation and computer-recorded data comprising or included in the Software, d |
| ocumentation and source code relating thereto. Notwithstanding anything herein t |
| o the contrary, this Agreement does not grant Buyer, or any of its sub-licensees |
| any title or rights of ownership in the Software. |
| |
| Restrictions: BUYER MAY NOT REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWIS |
| E REDUCE THE SOFTWARE TO ANY HUMAN OR MACHINE PERCEIVABLE FORM. BUYER MAY NOT MO |
| DIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON |
| THE SOFTWARE OR ANY PART THEREOF. |
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| Compliance: There is a US version and non-US version of the Software, if the Buy |
| er uses the US version of the Software the Buyer agrees to use the US version of |
| the Software in compliance with the Federal Communication Commission Regulation |
| s. |
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| Intellectual Property Notices: Buyer agrees that all copyright and other proprie |
| tary notices which are embedded in the Software, or set forth in accompanying do |
| cumentation, delivered to Buyer hereunder shall remain as embedded, in the same |
| manner as embedded by Smart Link, in each copy of the Software and/or documentat |
| ion. |
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| 6. DISCLAIMER: |
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| SMART LINK IS PROVIDING THE SOFTWARE ON AN "AS IS" BASIS AND MAKES NO REPRESENTA |
| TIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO TH |
| E SOFTWARE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABIL |
| ITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. SMART LINK DOES NO |
| T WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE |
| OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPON |
| ENTS. IT IS THE BUYER'S SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION SOFTWA |
| RE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SOFTWARE IF CONTAMINATED OR INFEC |
| TED, WILL NOT DAMAGE THE PRODUCT OR THE BUYERS SYSTEM. |
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| 7. LIMITATION OF REMEDIES AND DAMAGES: Buyer's sole remedies and Smart Link's en |
| tire liability are as set forth above. In no event shall Smart Link or any of th |
| e licensors, directors, officers, employees or affiliates of the foregoing be li |
| able to Buyer for any direct, indirect, consequential, incidental, special or si |
| milar damages whatsoever (including, without limitation, damages for loss of bus |
| iness profits, business interruption, loss of business information and the like) |
| , whether foreseeable or unforeseeable, arising out of the use or inability to u |
| se the Software, regardless of the basis of the claim and even if Smart Link or |
| a Smart Link representative has been advised of the possibility of such damage. |
| SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CO |
| NSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS OR EXCLUSION |
| S MAY NOT APPLY TO BUYER. |
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| 8. SOFTWARE CHANGES: Smart Link shall have the right, in its sole discretion, wi |
| thout liability to Buyer, to (a) change the design, or discontinue developing, p |
| roducing, licensing or distributing any Software covered by this Agreement, and |
| (b) announce new Software to which the terms and conditions of this Agreement do |
| not apply. |
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| 9. U.S. GOVERNMENT END USERS: This provision applies to all Software acquired di |
| rectly or indirectly by or on behalf of the United States Government. The Softwa |
| re is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995) |
| , consisting, in part, of "commercial computer software" and "commercial compute |
| r documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consis |
| tent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 199 |
| 5), In the event that Buyer receives a request from any agency of the U.S. Gover |
| nment to provide the Software with rights beyond those set forth above, Buyer wi |
| ll notify Smart Link of the scope of rights requested and the agency making such |
| request and Smart Link will have ten (10) business days to, in its sole discret |
| ion, accept or reject such request; provided, that Smart Link's failure to respo |
| nd during such time period shall be deemed a rejection. |
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| 10. GENERAL: These terms and conditions shall constitute the final, complete and |
| exclusive agreement of the parties with respect to all downloads of the Sofware |
| by Buyer and shall supersede all prior offers, negotiations, understandings and |
| agreements. It is expressly agreed that no prior or contemporaneous agreement o |
| r understanding, whether written or oral, shall contradict, modify, supplement o |
| r explain the terms and conditions contained herein. No additional or different |
| terms or conditions, whether material or immaterial, shall become a part of any |
| agreement unless expressly accepted in writing by an authorized officer of Smart |
| Link. Any waiver by Smart Link of one or more of these terms and conditions or |
| any defaults hereunder shall not constitute a waiver of the remaining terms and |
| conditions or of any future defaults hereunder. No failure or delay by either pa |
| rty in exercising or enforcing any right hereunder shall operate as a waiver the |
| reof or preclude any other exercise or enforcement of rights hereunder. Any prov |
| ision of these terms and conditions that is prohibited or unenforceable under ap |
| plicable law shall be ineffective to the extent of such prohibition or unenforce |
| ability, without impairing or invalidating the remaining provisions of these ter |
| ms and conditions. The terms and performance of this Agreement shall be governed |
| by the laws of the State of Israel. The venue for any disputes arising out of a |
| ny sales agreement shall be, at Smart Link's sole and exclusive option, Tel-Aviv |
| , Israel or the courts with proper jurisdiction at Buyer's location. |
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| Smart Link, Ltd. |