Software License
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OR-TOOLS - Apache license, see LICENSE_APACHE in a separate file.
All other software in this package - See license below.

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Copyright 2022 (C) Hailo Technologies Ltd. All rights reserved.

Notwithstanding anything herein to the contrary, the most updated terms and 
conditions of the End User License Agreement are available at Hailo’s 
website, on the following link: 
https://hailo.ai/terms-and-conditions/terms-of-use/end-user-license-agreement/ 
(“Hailo Website Version”). In any case of contradiction between this 
document and Hailo Website Version, Hailo Website Version shall prevail.  

End-User License Agreement

HAILO TECHNOLOGIES LTD. (“HAILO“) IS WILLING TO LICENSE HAILO’S 
PROPRIETARY SOFTWARE ASSOCIATED WITH THIS DOWNLOAD (“LICENSED 
SOFTWARE”) AND THE ACCOMPANYING DOCUMENTATION, INCLUDING WITHOUT 
LIMITATION, INSTALLATION ROUTINES, SUPPORT FILES, AND SUPPORTING UTILITIES 
(“DOCUMENTATIONS”) TO YOU (HEREINAFTER REFERRED TO AS “YOU”, 
“YOUR” OR “LICENSEE”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF 
THE TERMS IN THIS END USER LICENSE AGREEMENT (“EULA“). IF YOU ARE 
ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY 
(“ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO 
BIND THE ORGANIZATION TO THIS EULA, IN WHICH CASE “YOU” WILL MEAN THE 
ORGANIZATION YOU REPRESENT. IMPORTANT: READ THE FOLLOWING TERMS AND 
CONDITIONS BEFORE USING THE LICENSED SOFTWARE. BY CLICKING “ACCEPT” OR 
BY DOWNLOADING OR OTHERWISE USING THIS LICENSED SOFTWARE, YOU ARE AGREEING 
TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF 
THIS EULA, HAILO IS NOT WILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND 
DO NOT CLICK “ACCEPT” AND /OR DOWNLOAD AND/OR USE THE LICENSED SOFTWARE.
NOW, THEREFORE, in consideration of the obligations made and undertaken, 
the parties covenant and agree as follows:

1. License Grants.

    1.1. License. Subject to the terms and conditions of this EULA, Hailo 
    hereby grants You a limited, non-exclusive, non-assignable, 
    non-transferable, revocable, non-sublicensable, license to use the Licensed 
    Software solely (i) according to the Documentation; (ii) for the purpose of 
    developing applications for use in Your system(s) (“End-User Product(s)), 
    and in conjunction with Hailo’s proprietary products previously purchased 
    by You from Hailo (“Products”) which utilizing the Licensed Software; 
    and (iii) for Your internal use within Your organization and not for any 
    other use or by any other third party.

    1.2. Restrictions. You agree that except as expressly permitted by Hailo in 
    writing, you will not, nor allow any third party on Your behalf to (a) 
    distribute, license, rent, lease, sublicense, loan, sell or otherwise allow 
    any access the Licensed Software; (b) modify, alter, copy, transfer, 
    emulate or create any derivative works of the Licensed Software or of any 
    part thereof; (c) reverse engineer, decompile, decode, decrypt, 
    disassemble, or in any way attempt to derive source code, designs, or 
    otherwise discover the underlying Intellectual Property (as defined below) 
    or technology of the Licensed Software or any part thereof; (d) remove, 
    alter or obscure any copyright, trademark or other proprietary rights 
    notice, on or in, the Licensed Software and/or the Documentation; (e) use 
    the Licensed Software for any benchmarking to be publicly published or for 
    competing development activities, (f) publish or disclose to any third 
    party any technical features, quality, performance or benchmark test, or 
    comparative analyses relating to the Licensed Software (“Technical 
    Data”), or (g) utilize the Licensed Software with any product(s) other 
    than End User Products in conjunction with the Product(s) as described 
    hereunder and under the Documentation, or (i) use the Licensed Software in 
    any manner that would cause the Licensed Software and/or the Product to 
    become subject to an Open Source License. “Open Source License” 
    includes, without limitation, a software license that requires as a 
    condition of use, modification, and/or distribution, of such software that 
    the Licensed Software be (i) disclosed or distributed in source code form; 
    (ii) be licensed under other and/or terms other than this EULA; or (iii) be 
    redistributable at no charge.

    1.3. Third-Party Software and End-User Product. The Licensed Software may 
    contain third-party software components, and the Licensed Software may be 
    utilized with End-User Products (“Third-Party Components”). By entering 
    into this EULA and using such Third-Party Components, You are accepting the 
    terms of such licenses and warrants You obtain any relevant consents and/or 
    approval to use such Third-Party Components in conjunction with the 
    Licensed Software and the Products as described hereunder. SUCH THIRD-PARTY 
    COMPONENTS ARE UTILIZED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTY 
    WHATSOEVER AND HAILO HEREBY EXPRESSLY DISCLAIMS WITH RESPECT TO ANY SUCH 
    THIRD-PARTY COMPONENTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
    LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, 
    WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 
    FOR A PARTICULAR PURPOSE.

2. Intellectual Property; Feedback.

    2.1. Intellectual Property. You agree and acknowledge that, as between You 
    and Hailo, Hailo is and shall remain the sole and exclusive owner of any 
    and all Intellectual Property rights in or pertaining to the Licensed 
    Software and any part thereof, including any modifications, enhancements, 
    improvements, updates, upgrades, and derivative works thereof including if 
    originates, learned or derived from Your use of the Licensed Software or 
    from information You provide to Hailo in connection with the Licensed 
    Software. “Intellectual Property” shall mean all inventions, ideas, 
    concepts, analyses, (whether patented, or patentable, or not), methods, 
    methodologies, designs, processes, patents, patent applications, rights 
    associated with works of authorship, including copyrights, copyrights 
    applications, copyrights restrictions, moral rights, any information, 
    ancillary materials, devices, results, know-how, and all rights relating to 
    the protection of trade secrets and confidential information; design rights 
    and industrial property rights; mask works, software, all code including 
    source code, object code, firmware; and any other proprietary rights 
    relating to intangible property. Other than as explicitly stated hereunder, 
    no right or license, express or implied, in or to the Intellectual Property 
    of Hailo, is granted to You under this EULA.

    2.2. Feedback. If You provide Hailo with any information, suggestions, 
    and/or feedback regarding the design or performance of the Licensed 
    Software (including the reporting of bugs or errors) (collectively, 
    “Feedback”), You agree that Hailo is free to use such Feedback however 
    it chooses, including the unrestricted and irrevocable right to use, in 
    Hailo’s sole discretion, as incorporated into its Products, and other 
    proprietary services and business efforts. If You experience any bugs or 
    failures relating to the Licensed Software, You will immediately notify 
    Hailo. You hereby assign to Hailo all right, title, and interest (including 
    any and all Intellectual Property rights) in and to that Feedback for all 
    current and future methods and forms of exploitation in any country. If any 
    such rights are not effectively assigned under applicable law, You hereby 
    grant Hailo a non-exclusive, fully-paid, irrevocable, transferable, 
    sublicensable, unlimited license to reproduce, distribute, publicly 
    perform, publicly display, make, use, have made, sell, offer to sell, 
    import, modify and make derivative works based on, and otherwise exploit 
    that Feedback for all current and future methods and forms of exploitation 
    in any country. If any such rights may not be assigned or licensed under 
    applicable law (such as moral and other personal rights), You hereby waive 
    and agree not to assert all such rights. However, You may continue to 
    freely use any Feedback that you provide to Hailo. You understand and agree 
    that Hailo is not required to make any use of any Feedback that You provide.

    2.3. Reservation of Rights. Hailo and its licensors reserve any and all 
    rights not expressly granted to You hereunder with respect to the Licensed 
    Software and all Intellectual Property rights associated therewith.

3. Support and Maintenance.

    Hailo shall make reasonable commercial efforts to provide standard support 
    and maintenance services during Hailo’s normal business hours and certain 
    Licensed Software updates which may include bug fixes, enhanced features, 
    and application support which are made generally available by Hailo. Hailo 
    may offer at its discretion additional premium support services subject to 
    applicable fees and terms. Hailo’s standard support services may require 
    You to provide Hailo with certain information relevant to Your use of the 
    Licensed Software, and/or to grant Hailo remote or local access to Your 
    network and systems in order to allow Hailo to provide such support 
    services. Granting Hailo with such certain information and/or access to 
    Your network and/or systems for support services is in Your sole control 
    and discretion; You acknowledge that if You choose not to grant Hailo with 
    such certain information and/or access, Hailo shall not be liable for any 
    failure to provide, or any damage may accrue in connection with the support 
    services and/or any premium support service You may choose to acquire. When 
    providing Hailo with information, as described in this Section 3 (Support 
    and Maintenance), You represent and warrant that such information is 
    limited to technical information regarding the Licensed Software, and under 
    no circumstances such information will contain any personal information of 
    You or anyone on Your behalf.

4. Confidentiality.

    4.1. Obligations. Each party (“Receiving Party”) agrees that all 
    Confidential Information (as defined below), whether oral, written, or 
    digital, it obtains from the other party (“Disclosing Party”) in 
    connection with this EULA, is the Confidential Information of the 
    Disclosing Party. The Receiving Party agrees to (a) keep the Disclosing 
    Party’s Confidential Information confidential and not disclose the 
    Disclosing Party’s Confidential Information to any third party without 
    the prior written consent of the Disclosing Party; (b) use the Disclosing 
    Party’s Confidential Information solely as necessary to perform its 
    obligations under this EULA; (c) use at least the same degree of care in 
    keeping the Disclosing Party’s Confidential Information confidential as 
    it uses for its own Confidential Information of a similar nature, but will 
    in no event use less than reasonable care; and (d) limit access to the 
    Disclosing Party’s Confidential Information to its employees and 
    contractors who have a need to know for the purposes of this EULA, subject 
    to such employees being bound in writing by confidentiality obligations 
    that are at least as protective of Discloser’s rights as specified in 
    this EULA. The Receiving Party agrees to notify the Disclosing Party in 
    writing of any misuse, unauthorized disclosure, or misappropriation of the 
    Disclosing Party’s Confidential Information immediately after the 
    Receiving Party becomes aware of any such misuse, unauthorized disclosure, 
    or misappropriation and You agrees to remain liable towards Hailo for any 
    breach of this EULA by You or anyone on Your behalf. Nothing in this EULA 
    will affect any obligation of either party to maintain the confidentiality 
    of a third party’s confidential information. Any Technical Data shall be 
    deemed as Hailo’s Confidential Information.

    4.2. Exceptions. The Receiving Party will not be obligated under this 
    Section 4 (Confidentiality) with respect to any information the 
    Receiving Party can document (a) now or later becomes generally available 
    to the public without fault of the Receiving Party; (b) is rightfully in 
    Receiving Party’s possession without obligation of confidentiality prior 
    to its disclosure by the Disclosing Party; (c) is independently developed 
    by Receiving Party without the use of any Confidential Information of 
    Disclosing Party; (d) is obtained by Receiving Party without obligation of 
    confidentiality or restrictions on use from a third party who has the right 
    to so disclose it. The Receiving Party may use or disclose the Disclosing 
    Party’s Confidential Information to the extent such use or disclosure is 
    reasonably necessary to comply with a judicial body or applicable 
    governmental regulations or authority or court order; provided that the 
    Receiving Party provides reasonable advance written notice to the 
    Disclosing Party of any such disclosure and uses its reasonable efforts to 
    cooperate with the Disclosing Party to secure confidential treatment or 
    obtain a protective order in connection with the Disclosing Party’s 
    Confidential Information prior to its disclosure (whether through 
    protective orders or otherwise) and discloses only the minimum amount of 
    information necessary to comply with such requirements.

    4.3. “Confidential Information” means any business, marketing, pricing, 
    research and development, technical (including Technical Data), scientific, 
    financial status, proposed new products or other information disclosed (or 
    made disclosed by virtue of this EULA and/or Your use of the Licensed 
    Software) by a party which, at the time of disclosure, is designated in 
    writing as confidential or proprietary (or like written designation), or 
    orally identified as confidential or proprietary or is otherwise reasonably 
    identifiable by parties exercising reasonable business judgment, as 
    confidential.

5. Warranty and Disclaimer.

    DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO YOU BY HAILO 
    (AND ITS SUPPLIERS/LICENSORS, IF ANY) “AS-IS” WITHOUT WARRANTY OR 
    CONDITION OF ANY KIND. HAILO (AND ITS SUPPLIERS/LICENSORS, IF ANY) 
    EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR 
    IMPLIED, INCLUDING ANY WARRANTY OR CONDITION OF TITLE OR, THE IMPLIED 
    WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR ANY PARTICULAR 
    PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, CUSTOM OR 
    USAGE IN THE TRADE.

6. Limitation of Liability.

    TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, HAILO WILL NOT BE LIABLE 
    WITH RESPECT TO ANY SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, 
    NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) 
    INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B) LOST PROFITS, 
    LOST BUSINESS OR LOST OR CORRUPTED DATA, OR (C) COST OF PROCUREMENT OF 
    SUBSTITUTE SOFTWARE, TECHNOLOGY, GOODS OR SERVICES, EVEN IF THE REMEDIES 
    PROVIDED FOR IN THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF HAILO 
    HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL 
    HAILO’S AGGREGATE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED ONE 
    HUNDRED DOLLARS ($100).

7. Term and Termination.

    7.1. Term. This EULA will commence immediately after Your acceptance of 
    this EULA and Your first use of the Licensed Software, and will remain in 
    full force until earlier terminated as described below (“Term”). This 
    EULA may be terminated by Hailo immediately upon written notice to You if 
    You breach any material provision of this EULA and fail to cure such breach 
    within thirty (30) days (after receiving written notice from Hailo 
    describing such breach). If You commence or participate in any legal 
    proceeding against Hailo, then Hailo may, in its sole discretion, suspend 
    or terminate this EULA.

    7.2. Effect of Termination. Upon termination of this EULA, the licenses 
    granted herein will terminate, each party will return to the other party or 
    destroy, as requested by the Disclosing Party, the original and all copies 
    of any Confidential Information of the Disclosing Party (including, in the 
    case of You, any Licensed Software and Documentations), and any summaries, 
    analyses, studies or notes thereon and, at the Disclosing Party’s 
    request, having the Receiving Party certify in writing that it has complied 
    with these obligations.

    7.3. Survival. Sections 1.2 (Restrictions), 2 (Intellectual Property; 
    Feedback), 4 (Confidentiality), 5 (Warranty and Disclaimer), 6 (Limitation 
    of Liability), 7.2 (Effect of Termination), 7.3 (Survival), and 8 (General)
    of this EULA, and any other section which by their nature should survive 
    termination or expiration of this EULA, will survive any expiration or 
    termination of this EULA.

8. General.

    8.1. Severability. In the event any provision or part of this EULA is held 
    to be invalid or unenforceable by any court of competent jurisdiction, it 
    shall be amended to the extent required to render it valid, legal, and 
    enforceable, or deleted if no such amendment is feasible, and such 
    amendment or deletion shall not affect the enforceability of the other 
    provisions hereof.

    8.2. Waiver. No waiver of any breach of this EULA will be a waiver of any 
    other breach, and no waiver will be effective unless made in writing and 
    signed by an authorized representative of the waiving party. The failure of 
    either party to enforce any rights granted hereunder or to take action 
    against the other party in the event of any breach hereunder shall not be 
    deemed a waiver by that party as to subsequent enforcement of rights or 
    subsequent actions in the event of future breaches.

    8.3. Assignment. This EULA and the rights and obligations hereunder may be 
    assigned by You only with the prior written consent of Hailo. Hailo may, 
    without Your consent, assign, transfer, charge or subcontract this EULA and 
    its rights and obligations hereunder. This EULA will be binding on, inure 
    to the benefit of, and be enforceable by the parties and their respective 
    heirs, successors, and permitted assigns.

    8.4. Compliance with laws. You agree to comply strictly with all applicable 
    laws and regulations and acknowledges that You have the responsibility to 
    obtain all applicable licenses for its export, re-export, or import of the 
    Licensed Software.

    8.5. Relationship of Parties. You and Hailo are independent contractors and 
    are not the legal representative, agent, joint venturer, partner, or 
    employee of the other. Neither party has any right or authority to assume 
    or create any obligations of any kind or to make any representation or 
    warranty on behalf of the other party.

    8.6. Entire Agreement. This EULA supersedes all previous agreements or 
    representations, written or oral, with respect to the subject matter hereof 
    between You and Hailo. This EULA may not be modified or amended except in 
    writing signed by a duly authorized representative of each party.

    8.7. Governing Law. The validity, interpretation, and performance of this 
    EULA shall be controlled by and construed under the laws of the State of 
    Israel as if performed wholly within Israel and without giving effect to 
    the principles of conflicts of laws. The Parties hereby consent to the 
    exclusive jurisdiction of the courts of Tel Aviv, Israel.
