Wi-Key Lite End User License Agreement

This end user license agreement (this “EULA”) is a binding agreement. This EULA applies to all of its users, including, without limitation, users who independently download and install the software directly (“Independent Users”) and users who access the software through or following the instruction of their workplace or organization (“Customer Users”). By installing or using the Software that is the subject of this EULA you acknowledge that you have read this EULA, that you understand it, and that you agree to be bound by its terms. If you do not agree with the terms and conditions of this EULA, do not accept this EULA and do not install or use the Software.

1. Grant of License. Knock N’Lock Ltd. d/b/a OUTLOCKS (“Licensor”) provides a solution that assists in locking management and includes software, hardware and equipment components (the “Solution”). Subject to your compliance with the terms and conditions of this EULA, Licensor grants you a non-exclusive, non-transferable, non-sublicensable license to use the Solution solely for your own personal, non-commercial purposes as an Independent User, and with respect to Customer Users, solely for your organization or workplace’s (“Customer”) needs and requirements.

2. Restrictions. Except as expressly permitted hereunder you may not, nor may you permit, assist or enable other parties to (a) copy, modify, or create derivative works of the Solution or part thereof, (b) distribute, sell or transfer the Solution or part thereof or sublicense your right to use the Solution hereunder, (c) reverse-engineer, disassemble, decompile, hack, port, or attempt to derive the source code of the Solution or part thereof or any associated hardware, (d) attempt to disable or circumvent any security or access control mechanism of the Solution, (e) remove any trademarks or notices (including copyright notices) from the Solution (f) scrape, data mine or aggregate any data from the Solution, (g) bypass any security measure or access control measure of the Solution or (h) use the Solution except for your own internal needs. Without limiting the generality of the foregoing, in no event may you, directly or indirectly use the Solution to provide services to third parties, including as part of a service bureau or timeshare arrangement. Reverse engineering includes, without limitation, decompiling, disassembly, sniffing, peeling semiconductor components, or otherwise deriving source code.

3. Ownership. You have no ownership rights in the Solution. Rather, you have a license to use the Solution only so long as this EULA remains in effect. Ownership of the Solution and all intellectual property rights therein shall remain at all times with Licensor or its licensors. No rights are granted hereunder by estoppel or by implication. All rights not granted to you herein are reserved to Licensor or its licensors. Any references to the sale or transfer of the Solution herein or in any other agreement in respect of the Solution or shall mean only the license of the Solution pursuant to the terms and conditions of this EULA. You have no obligation to provide us with any feedback concerning the Solution. Nevertheless, if you provide us with any feedback concerning the Solution, you also provide us with a non-exclusive, perpetual license to make all uses of such feedback.

4. Data and Privacy. The operation of the Solution requires the collection, storage and use of certain information and data. Complete details of how Licensor collects, uses and stores data and information are available in its privacy policy, which may be updated from time to time in its sole discretion, a current copy of which is available at  https://www.outlocks.com/privacy_policy/ (the “Privacy Policy”). By using the Solution you consent to such collection, use and storage of data as set forth in the Privacy Policy. Licensor will disclose any of such data as required by law or pursuant to a legitimate law enforcement investigation. Licensor may disclose such data to a party that purchases Licensor or any of its businesses. In addition, if you are a Customer User, please note that your employer or contracting party may have access to data regarding your use of the Software, including times and locations in respect of the use of the software. Licensor does not have liability or responsibility for the collection, use or transfer of such data by your employer or contracting party. Please discuss such matters directly with your employer or contracting party.

5. Warranties; Disclaimer. The Solution is provided “AS-IS”. The Licensor (and its licensors and commercial partners) expressly disclaims any warranties with respect to the Solution. Licensor disclaims any statutory or implied warranties, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. No warranty is made that the Solution will meet your requirements, that the operation of the Solution will be continuous or error-free, that the Solution will operate as intended or at all under all conditions, or that any defects in the Solution will be corrected.

6. Limitation of Liability. In no event shall Licensor (or its licensors or commercial partners) be liable to you or any other entity for indirect, special, incidental or consequential damages (including, but not limited to, loss of profits, loss of data or loss of use damages) as a result of the Solution or the use thereof, even if Licensor has been advised of the possibility of such damages or losses. The liability of Licensor (and its licensors or commercial partners) for the Solution and the device shall not exceed amounts actually paid by you to Licensor specifically for the use of the Solution and Device. As such, if you have not made any payments to Licensor in respect of the Solution, Licensor shall have no liability hereunder or in respect of the Solution. Licensor may make available updates of the Solution from time to time. Licensor shall have no liability hereunder for versions of the Solution for which all available updates have not been installed, and you must ensure that you update the Solution regularly.

7. Indemnification. You shall defend, indemnify and hold Licensor (and its affiliates, employees, officers, directors and agents of Licensor) harmless from and against any and all losses, liabilities, costs and expenses arising out of or connected with any breach by you of the terms of this Agreement or the use of the Solution or Device in violation of applicable law. Licensor may control any defense of such claims. If Licensor allows you to defend such claims, your choice of counsel must be reasonably satisfactory to Licensor. You shall not settle or compromise claims that impose any obligation on Licensor or admits any fault on the part of Licensor without its prior written consent. Licensor may participate in the defense of all claims with counsel of its own choice at its own expense.

8. Support. Licensor may provide support and updated provisions in its discretion. Licensor may cease providing support and/or maintenance at any time in its sole discretion. Only Licensor (and no other party) shall be responsible for the provision of any support or maintenance for the Solution.

9. Termination. This Agreement shall terminate if you violate its terms. If you are a Customer User, this Agreement may terminate upon the termination of your agreement between Licensor and your employer or contracting party. Upon termination, you must immediately cease use of the Solution. Sections 2 – 11 of this Agreement shall survive the termination of this Agreement for any reason.

10. Apple. This provision only applies in respect of the version of the Application used on devices of Apple, Inc. This Agreement is an agreement between you and Licensor. Apple has no responsibility for the Application or the content of the Application, including in respect of claims of intellectual property infringement, product liability or that the Application does not conform with applicable law. To the maximum extent permitted by applicable law, Apple provides no warranty in respect of the Application and has no obligation to provide support in respect of the Application. All claims in respect of the Application must be directed to Licensor and not to Apple. Your use of the Application must be in compliance with the App Store Terms of Service, and you may only use the Application on an iPhone or iPod that you own or control as permitted by such terms. In the event the Application fails to conform to the warranty set forth herein, you may notify Apple, and Apple will refund the purchase price for the Application to you. Apple shall be a third party beneficiary of this Agreement with the right to enforce this Agreement against you.

11. General.

11.1 This Agreement (including this Section 11.1) will be governed by and construed in accordance with the laws of the State of New York. Licensor and You agree that, except as provided below, all disputes, controversies and claims related to this Agreement or the use of the Solution (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. The arbitration will be conducted in New York unless the parties agree to video, phone and/or internet connection appearances. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail. Except as otherwise set forth herein, each party may seek any remedies available to you under federal, state or local laws in an arbitration action. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms, (a) You and Licensor may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. You and Licensor agree that any arbitration shall be limited to the Claim between Licensor and You individually. YOU AND LICENSOR LEGALLY AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION. You and Licensor agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of Your or Licensor’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of this Agreement.

11.2 The rights and obligations of the parties to this Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.

11.3 Any waivers of any condition of this Agreement must be in writing, and the waiver of any requirement in certain situations or circumstances shall not be interpreted as the waiver of such requirement in other situations or circumstances. Except as expressly set forth herein, this Agreement constitutes the entire agreement between the parties hereto. Any amendment or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto.

11.4 If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law and the remainder of this Agreement shall remain in effect.

11.5 Licensor may assign or transfer any of its rights or obligations hereunder without your consent. You may not assign any of your obligations or rights hereunder.

11.6 Licensor communicates with its users electronically and on-line and, as such, you consent to receive all communications and notices electronically from Licensor (including through the Solution) or to an email address that you have provided to Licensor. All such communications or notifications shall be considered as having been provided in writing.

11.7 You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or that is subject to Israeli government Sanctions; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Licensor reserves the right to update or modify the Solution at any time, from time to time in its sole discretion, including without limitation to increase or change functionality of the Solution.

12. US Government Restricted Rights. The Application is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Application and related materials by the U.S. Government constitutes acknowledgment of Licensor’s proprietary rights in same.

Last Update: December 22