DATA DETECTION TECHNOLOGIES LTD ("DATA") Terms and Conditions to Integrator Agreement These DATA Terms and Conditions (the "Integrator Terms and Conditions") govern all and any transactions by which any DATA Integrator (the "Integrator") purchases DATA Product Parts, as defined below, in order to integrate them into different technologies. 1. General: 1.1 Any Order Form sent to DATA by Integrator (the "Order") shall be subject to these Integrator Terms and Conditions. 1.2 These Integrator Terms and Conditions are subject to the DATA Standard Terms and Conditions unless stated otherwise below, explicitly or implicitly. 1.3 These Integrator Terms and Conditions apply to purchase of DATA counting kit, as defined in the Order ("Product Parts" or "Kit"). 2. Payments and Charges: 2.1 Integrator shall be charged for Kit provided by DATA, in accordance with the amounts and prices stated in the Order. 2.2 Unless otherwise agreed, Integrator is to pay a 50% down payment upon the receipt of invoice for the placed order. The remaining 50% shall be paid no later than the scheduled date for the shipment of the Kit. 2.3 Delay in making full payment will result in the shipment of the Kit being delayed until full payment is made. If payment is delayed by more than 14 days, DATA may cancel the order or any part thereof, without further notice. Without derogating from DATA's right to cancel shipment, or any part thereof on account of late payment, all payments owed or payable which are not paid in due time, shall bear interest at the rate of 1% (one percent) per month (or any party thereof) from the date upon which payment of the same shall first become due up to and including the date of full payment thereof. 2.4 The prices listed in the Order are Ex Works as defined under Incomterms 2010. Without derogating from aforesaid, any local sales, use, excise, and other taxes, tariffs, customs, duties, import charges and other freight, transport, shipment and insurance charges which may apply to the Agreement shall be borne by the Integrator. 2.5 Changes to Payment policy: DATA reserves the right to change its standard payments and charges policy from time to time, at its own discretion and without prior notice. DATA shall publicize any changes to these Integrator Terms and Conditions on its website.
3. Warranty Policy: 3.1 The Warranty provided hereunder Support shall apply between DATA and the Integrator and shall apply only to the Product Parts supplied by DATA to Integrator. No Warranty whatsoever is given regarding the joint use of the Product Parts together with the parts or technology provided by the Integrator. 3.2 No Warranty whatsoever is made between DATA and Integrator's End-Users. In the event that the Integrator is entitled to services under warranty after supply of the Kit to End-Users, unless agreed otherwise in writing, the services shall be provided to the Integrator only. 3.3 DATA warrants that the Product Parts, at time of shipment, shall be free from material defects in materials and workmanship. DATA further warrants that the Product Parts delivered shall be free from any such defects for a period of 12 (twelve) months from date of delivery of Product to Integrator (the Warranty ). 3.4 The Warranty provided hereunder shall not apply to the Product Parts which have been subjected to any improper testing, assembling, mishandling, or misuse which is not in compliance with Integrator's Agreement with DATA, or any other damages caused by any external force. 3.5 Integrator must provide written notice of nonconforming the Product Parts shipped by DATA immediately upon the detection of such nonconformity ("Written Notice"). During the Warranty period and if the Product Parts delivered are warranted, DATA shall, at its sole discretion, and as the Integrator s exclusive remedy, either (i) refund the purchase price; or (ii) replace the defective Product. 3.6 Upon receipt of Written Notice regarding nonconforming Product Parts during the first month from the date of shipment, all said nonconforming Product Parts shall be replaced free of charge and their immediate repair shall be considered DATA's highest priority. Notwithstanding the above, claims for defective merchandise, shortages, delays or failures in shipment or delivery, or for any other cause shall be made in writing within 10 (days) of the arrival of the merchandise, or otherwise be deemed waived. 3.7 DATA's support services shall be supplied by way of telephone, fax, email or video conference during business hours, as follows: 08:00-17:00 (GMT+2); Sun Thu, excluding holidays as defined by Israeli Law. 3.8 The Warranty covers faulty parts only. Shipment of any Warranted Product Parts to DATA or to whom DATA instructs shall be made at Integrator's expense. All out of pocket expenses encountered by virtue of the Warranty as well as import duties shall be made at Integrator's expense.
3.9 The Warranty provided hereunder is in lieu of all other warranties. Without derogating form the above, DATA makes no warranties, whether express warranties or implied of merchantability of the Product Parts. DATA shall have no liability in contract or tort for any damage, loss, cost or expense suffered or incurred by Integrator and/or any integrator and/or any third party, arising from the use of the Product Parts. DATA further makes no warranties that the use of the Product Parts will not infringe any patents or patent rights owned or controlled by any third parties. Nothing contrary to the above, and to the extent permitted under the applicable law, DATA s entire liability under this section shall be limited and in any event shall not exceed the payments received by DATA with respect to the purchase of the Product Parts under a specific order. 3.10 Support services which exceed the Warranty, including change parts, will be available in accordance with the DATA standard price list available on DATA website. For the avoidance of doubt, DATA has full discretion to change its standard price list from time to time without any prior notice. 4. Integrator's Obligations Integrator is hereby obligated to: 4.1 Provide technical support to his End-Users. This technical support shall be provided according to standard business practices in that market; 4.2 Purchase one DATA Counting Machine (the "Demo Unit"), according to the discounted price listed in the Order Form. The selling of this Demo Unit to a third party is strictly forbidden. Without derogating from the above, in the event that Integrator sells, while infringing the aforesaid, Demo Unit to a third party, Integrator is then obligated to pay DATA the difference between the discounted price paid by Integrator for Demo Unit and its' full price as stated in DATA's price list or the price at which it was sold to a third party, the higher of the two. 4.3 Test, following purchase of Demo Unit, that the objects to be counted are properly processed and counted by the counting unit of Demo Unit before final confirming the Order of the Kit. For the avoidance of doubt, incompliance of the objects to be counted to DATA's technology shall not grant the Integrator the right to cancel purchase of Demo Unit. 4.4 Undergo 3 days technical training at DATA's offices in Jerusalem, Israel or in any other location as determined by DATA at its sole discretion. DATA will provide Integrator with English-language instruction booklet for the Kit. Expenses for flights and accommodation during the training will be made by Integrator.
5. Confidentiality and Intellectual Property Rights: 5.1 Integrator shall maintain all DATA Confidential Information in confidence, and shall not at any time disclose any such DATA Confidential Information to persons other than its Affiliates, officers, employees, agents, consultants, and advisers, and then only to the extent necessary for the purposes of this Agreement. Integrator shall use such DATA Confidential Information only to the extent necessary for the purposes of this Agreement. Integrator shall take commercially reasonable steps to ensure that its Affiliates, agents, officers, employees, representatives, consultants, and advisors maintain the obligations of confidence imposed on Integrator by this Agreement. 5.2 Integrator acknowledges that improper use or disclosure of the Confidential Information of DATA may cause substantial and irreparable harm to DATA, and that such harm could not be remedied by the payment of damages alone. Accordingly, DATA will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of the confidentiality provisions of this Agreement by Integrator, without prejudice to all other remedies available at law or equity. 5.3 Integrator's obligations of confidence hereunder shall be fulfilled by using at least the same degree of care with DATA's Confidential Information as it uses to protect its own Confidential Information. 5.4 Integrator acknowledges that all rights, titles and interests in or to any copyrights, patents or other intellectual property rights embodied in any Product Parts and/or Counting Machines, and all related know-how, designs, plans, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, materials, documents, artworks, software or other copyrightable or patentable work, are the sole and exclusive property of DATA. DATA is entitled to be registered as the sole owner of such rights and Integrator shall have no rights, claims and/or demands in connection therewith. 5.5 The DATA trademarks and the goodwill associated therewith are the exclusive property of DATA and nothing in these Integrator Terms and Conditions grants Integrator or any third party any right, title or interest therein, except for the right expressly granted herein to use the DATA trademarks for the purpose of distributing and marketing the Product Parts during the Term. 5.6 Integrator shall include in all its promotional and advertising materials, that relate to products which constitute the result of integration of the Product Parts, in a manner that is visible and approved by DATA in advance, the DATA trademarks and tradesigns, and acknowledgement and ownership notices and legends referring to DATA as the developer and proprietary owner of all rights to the Product Parts. Integrator shall promptly notify DATA of any infringement, suspected infringement or other violation of any of DATA s intellectual property rights pertaining to the Product Parts and/or Counting Machines or the DATA trademarks, and shall reasonably assist and cooperate with DATA in pursing any legal actions with respect to such actions.
5.7 For purposes of this Section 5 Confidential Information shall mean all technologies, trade secrets, know-how, processes, procedures, compositions, devices, methods, formulas, protocols, techniques, designs, drawings, data, pricing costs, production methods and files, assembly and integration details and methods, specification and any other data reasonably considered to constitute confidential information, whether written, oral, electronic, or inherent in samples of substances, relating to the operations, business or finances of DATA, and excluding any information Integrator can establish by competent written proof: 5.7.1 was in the public domain at the time of disclosure, or became part of the public domain through no act or omission of Integrator; 5.7.2 was lawfully disclosed to Integrator by a third party having the right to disclose it and without breach of any obligation of confidence owing DATA; or 5.7.3 was already known by or in the possession of Integrator prior to the time of disclosure, and was advised as such within 30 days of the receipt thereof. 5.8 The provisions of this Section 5 shall survive the expiration or termination of this Agreement. Without limitation to Integrator's obligations hereunder, upon the expiration or termination of this Agreement, Integrator shall return to the other all copies of DATA's Confidential Information furnished pursuant to this Agreement. 6. Miscellaneous: 6.1 Indemnification: Integrator shall indemnify and hold harmless DATA, its Affiliates and their respective directors, officers, stockholders, employees and agents, from and against all claims, causes of action, costs and expenses (including reasonable lawyer, expert witness and accounting fees), loses or liabilities of any kind asserted by third persons that arise out of or are attributable to any violation or claimed violation by Integrator of any right of any third party. 6.2 Force Majeure: DATA shall not be liable for any failure or delay in its performance under this Agreement due to causes, beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotages, labor shortages or disputes, or governmental actions; provided that the delayed party: (a) gives the other party written notice of such cause promptly, and in any event within two (2) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance. 6.3 Assignment: Integrator shall not assign any of its responsibilities or obligations stipulated by in these Integrator Terms and Conditions without receiving DATA's prior written approval.
6.4 Jurisdiction: These Integrator Terms and Conditions shall be governed by and construed according to the laws of the State of Israel. Any claim, dispute, or controversy arising out of or in connection with or relating to these Integrator Terms and Conditions and/or any other Agreements between the Parties, as a condition precedent to the filing or commencing of any action, suit, or proceeding, shall be exclusively brought before an authorized court of Jerusalem, Israel. 6.5 Waivers: No failure or delay by either party in exercising any right, power, or remedy under these Integrator Terms and Conditions shall operate as a waiver of any such right, power, or remedy. No waiver of any provision of these Integrator Terms and Conditions shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. 6.6 Severability: If one or more provisions of these Integrator Terms and Conditions are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this agreement to the minimum extent required so that these Integrator Terms and Conditions shall otherwise remain in full force and effect and enforceable in accordance with its terms.