License Agreement

This License Agreement (the “Agreement”), is a legally binding agreement between you (“User”, “you”, “Licensee” or any variations thereof) and Pointer Telocation Ltd., including its affiliates and subsidiaries (collectively: “Pointer”, “us”, “we”, or any variations thereof), and shall cover your license of a certain software from Pointer. This Agreement is effective as of the date of acceptance of this Agreement (“Effective Date”). Pointer and Licensee shall each be referred to as a “Party” and collectively as the “Parties”.

WHEREAS     Pointer is the owner of a certain application that provides bi-directional communication capabilities to Pointer’s devices via BLE connection, including its source code (the “Source Code”); and

WHEREAS     Licensee desires to obtain a license from Pointer to use the Source Code, and Pointer is willing to grant such rights and licenses to use the Source Code all pursuant to the terms and conditions of this Agreement;

THEREFORE the parties agree as follows:

 

    • “Affiliate” means an entity which, now or in the future, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with Pointer, but only so long as such ownership or control exists. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
    • “Intellectual Property Rights” means patents and patent applications, rights in inventions, methods and processes, copyrights, rights in computer programs, trade secrets, and similar proprietary rights, but excluding in all cases rights in trademarks, trade names, service marks and other rights in brand elements.
    • “Licensed Features” means the Source Code (including without limitation, any and all design and production files related to such Source Code).
    • “Term” means the term of this Agreement, as of the Effective Date, and until terminated in accordance with Section ‎11.
  2. Grant of License

Subject to the terms and conditions of this Agreement, Pointer hereby grants Licensee and Licensee obtains from Pointer a non-exclusive, non sub-licenseable, non-transferable, worldwide, revocable, royalty free and limited license to use the Licensed Features, for the purpose of integration of the Licensed Features to the Licensee’s hardware, for communication with all Pointer’s devices (the “Purpose”), for the Term of this Agreement and subject to the terms of this Agreement, to use the Licensed Features, as part of Pointer’s product (the “Product”), in order to operate the Product (the “License”).

  1. Ownership

The Licensed Features are not for sale and is and shall remain Pointer’s sole property. All right, title, and interest, including any intellectual property rights (including, without limitation, patents, patent applications, copyrights, moral rights, trade secrets, trademarks, designs, source code, object code, mask works, databases, algorithms, formulae, processes, etc. all whether or not registered or capable of being registered) evidenced by or embodied in and/or attached/connected/related to the Licensed Features and any and all derivative works thereof are and shall remain owned solely by Pointer or its licensors. This Agreement does not convey to the Licensee an interest in or to the Licensed Features but only a limited revocable right to use the Licensed Features in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Pointer’s intellectual property rights under any law.

  1. Prohibited Uses.

Except as specifically permitted herein, without the prior written consent of Pointer, the Licensee agrees not to (nor permit anyone else to), directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the Licensed Features; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Licensee’s rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the Licensed Features for the benefit of third parties; (iv) modify, disassemble, decompile, reverse engineer, revise or enhance the Licensed Features; (v) remove or otherwise modify any of Pointer’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Licensed Features; (vi) use the Licensed Features for purposes other than the Purpose, or other than in compliance with the terms of this Agreement and any applicable law or regulation; and/or (vii) use any open source or other free software in such a manner that would require disclosure of the source code of the Licensed Features to any third party. The Licensed Features may be subject to the Israeli export control laws and/or may be subject to additional export control laws applicable to the Licensee or in the Licensee’s jurisdiction.

  1. Free License.

This License is provided to Licensee free of charge. However, Pointer retains the right to charge fees for the License in the future, at its sole discretion, by providing Licensee a thirty (30) days prior notice.

  1. Taxes.

If applicable, Licensee is solely responsible for payment of any taxes resulting from the acceptance of the License. In addition, Licensee shall be responsible for all income, sales, business, or any other such form of tax, fee, license or payment due in receipt of the transfer of the property or right to use such property under all circumstances.  Pointer may request payment of such taxes in accordance to applicable law for remittance to such governmental agency, but all final duties for payment and compliance of all tax laws shall be the duty of the Licensee.

  1. Disclaimer of Warranties.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED FEATURES ARE PROVIDED ON AN “AS IS” BASIS. POINTER DOES NOT WARRANT THAT THE LICENSED FEATURES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE LICENSED FEATURES’ OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, POINTER EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF THE LICENSED FEATURES, RELIABILITY, SYSTEM INTEGRATION, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

  1. Indemnification
    • The Licensee agrees to defend, indemnify and hold harmless Pointer, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) the Licensee’s unauthorized use of  the Licensed Features; (ii) the Licensee’s violation of any term of this Agreement; (iii) the Licensee’s violation of any third party right, including without limitation any intellectual property right, property right and/or privacy right in connection with the use of the Licensed Features; or (iv) the Licensee’s violation of any applicable law or regulation in connection with the use of the Licensed Features.
    • The provisions of this Section ‎8 shall survive any termination or expiration of this Agreement.
  2. Limitation of Liability

POINTER SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY LICENSEE OR ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO ANY USE OF OR INABILITY TO USE THE LICENSED FEATURES, EVEN IF POINTER HAS BEED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE LICENSED FEATURES IS AT THE LICENSEE’S OWN RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, POINTER’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE LICENSEE’S USE OR INABILITY TO USE THE LICENSED FEATURES SHALL BE LIMITED TO AN AMOUNT OF US$100. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

  1. Confidentiality
    • Disclosures. “Confidential Information” includes all information provided by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is either: (a) designated as confidential by the Disclosing Party at the time of disclosure; or (b) should reasonably be considered confidential, given the nature of the information or the circumstances surrounding its disclosure. The Receiving Party will not: (i) use the other Party’s Confidential Information except for the sole benefit of the Disclosing Party; or (ii) disclose any Confidential Information of the Disclosing Party to any person or entity, except to Affiliates and persons who are involved in performing this Agreement, have a need to know, and have signed a non-disclosure agreement with terms no less restrictive than those herein.
    • Injunctive Relief. The parties agree that, without limiting a Party’s other rights and remedies hereunder, breaches of Section ‎0 may cause irreparable harm to the non-breaching party and that in such instance the non-breaching party shall be entitled to obtain injunctive or other preliminary relief (without the posting of bond or similar requirements) in any jurisdiction to stop such breach and mitigate the effects thereof.
  2. Term and Termination
    • We may, at any time, terminate our relations with you by providing you with a notice to the contact information provided by you when setting up the Account.
    • Upon termination of this Agreement for any reason whatsoever, Licensee will immediately cease use of the Licensed Features and return all Confidential Information to Pointer. Sections 2, 3, 4, 6, 7, 8, 9, 10 and 12.6 shall survive any termination of this Agreement.
  3. General
    • Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules regarding conflict of laws. The competent courts located in the district of Tel-Aviv, Israel, shall have exclusive jurisdiction with respect to any claims or disputes arising out of or concerning this Agreement.
    • Waivers. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
    • Parties Relationship. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment, or as a limitation upon Pointer’s sole determination to terminate this Agreement. Each Party agrees to be responsible for all of such Party’s taxes, withholding, social security, insurance, and other benefits.
    • Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior written and oral understandings. This Agreement may not be modified or amended except by a written agreement signed by the parties hereto.
    • Non-Assignment. This Agreement may not be assigned by Licensee. Pointer may assign this Agreement freely, without the consent of Licensee. This Agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
    • Severability. If any term or provision of this Agreement will be found to be invalid, illegal or unenforceable, such term provision shall be deemed modified to the extent necessary to make the same valid and operative, or if it cannot be so modified, then eliminated, and the validity, legality, or enforceability of the remaining terms and provisions will not in any way be affected or impaired thereby.
    • Exhibits, Sections and Headings. The exhibits attached to this Agreement constitute an integral part hereof. The sections and headings contained in this Agreement are for ease of reference only and shall not in any way affect the meaning or interpretation of the
    • Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement is executed in the English language.
  4. Contacting Us

If you have any questions regarding the Licensed Features, you may contact us via email to info@pointer.com.