Cybord Ltd. (“Service Provider”) and the purchasing party (“Customer”) whose name appears on the written purchase order or Service Provider’s quote (“Order”), agree that effective as of the date of execution of the Order to which these Agreed Terms and Conditions are attached (“Effective Date”) the following provisions shall apply, except to the extent otherwise stated in a written agreement signed by authorized representatives of the Service Provider and the Customer.

1. GENERAL: The terms and conditions stated below, together with the Order, are together referred to as “Agreed Terms and Conditions.” The Agreed Terms and Conditions constitute the only and entire agreement between Service Provider and Customer concerning the subject matter thereof. Any term, condition or other provision in any purchase order, quotation, confirmation, acknowledgment, document, or other oral or written communication furnished by Customer that is in any way inconsistent or in conflict with or in addition to the Agreed Terms and Conditions shall be void and is hereby expressly rejected by Service Provider. Service Provider’s acceptance of any purchase order of Customer is hereby expressly made in reliance on Customer’s consent to all of the Agreed Terms and Conditions. If Customer objects to any of the Agreed Terms and Conditions, such objection must be made in writing and received by Service within ten (10) days after this document is first transmitted to Customer. Failure to so object shall conclusively constitute acceptance of Agreed Terms and Conditions. Service Provider’s failure to object to any term or condition in any oral or written communication from Customer, whether delivered before or after the date thereof, shall not constitute an acceptance thereof or a waiver of any term or condition hereof .

2. PRICES: Customer agrees to pay Service Provider the price(s) for the services to be provided by Service Provider to Customer as stated in the Customer’s Order. For the avoidance of doubt, no purchase order of Customer shall be binding on Service Provider unless it has been accepted by Service Provider in writing. Prices do not include, and Customer shall pay, any and all applicable sales or use taxes, value added taxes, other taxes of any kind, tariffs, customs duties or fees, and charges similar to the foregoing, applicable to any goods or services covered by Agreed Terms and Conditions (other than Service Provider’s general income taxes). Nevertheless, Service Provider shall not charge taxes or similar charges to Customer to the extent Customer reasonably establishes a lawful exemption from these taxes or charges.

3. SCOPE OF SERVICE: Following the Effective Date, and subject to receipt of the consideration under the applicable Order, Service Provider shall analyze the components specified under each Order submitted by Customer (the “Components”), in order to analyze and assess the integrity and quality of each Component (the “Analysis”). At the conclusion of the Analysis, Customer will receive a unique password to Service Provider’s website for the purpose of reviewing the Analysis results. In addition, Customer may order additional services which are offered by Service Provider in respect of the Components, as shall be agreed upon in the Order (the “Additional Services”, and together with the Analysis, the “Services”).


a. Customer hereby grants the Service Provider an irrevocable, perpetual, worldwide, royalty free and assignable license to store the

component images (remotely or via cloud) and use such images for the purpose of conducting the Services (the “License”). Customer hereby represents and warrants to Service provider that it is the owner of, or otherwise possesses all requisite rights and licenses to grant Service Provider the License.

b. Service Provider hereby undertakes that as part of the Services, all images, data and results which are obtained by Services Provider shall be anonymized in such manner as to ensure that no identifiable information relating to Customer’s identify or the Components used by Customer shall be disclosed or otherwise available to third parties (the “Anonymized Data”).

c. Customer hereby acknowledges that the Anonymized Data shall be used by Service Provider for the purpose of strengthening and extending the Services and their accuracy, and that any and all intellectual property rights which are created or derived from the Anonymized Data (the “Derivative IPR”), and all rights, title and interest therein shall be owned exclusively by Service Provider. Customer hereby expressly, unconditionally and irrevocably waives any and all rights it may have in the Derivative IPR and acknowledges Service Provider’s exclusive ownership, right, title and interest in the Derivative IPR.

5. PAYMENT TERMS. Service Provider shall invoice Customer, and Customer shall pay Service Provider in cash the full price specified in the Order, for the Services, in accordance with the terms specified in each Order. Any invoiced amount which is not paid when due shall bear interest at the rate of one and one-half percent (11⁄2%) per month computed from the due date of each invoice previously issued, or the highest rate then permitted by law, whichever is less. All payments hereunder shall be made in dollars of the United States of America.

6. FORCE MAJEURE: Service Provider shall not be liable or be deemed to be in default of any agreement between Service Provider and Customer for delay in performance or nonperformance of any of Service Provider’s obligations hereunder, in whole or in part, if such performance is rendered impracticable by the occurrence of any contingency or condition beyond the control of either Service Provider or Service Provider’s suppliers, distributors, resellers, integration partners or contract manufacturers, including without limitation war (or acts of war, whether declared or undeclared), sabotage, embargo, acts of terrorism, riot or other civil commotion, failure or delay in transportation, act of any government or any court or administrative agency thereof (whether or not such action proves to be invalid), labor dispute or strike (whether or not involving Service Provider’s employees), accident, pandemics, acts of God, fire, explosion, flood, earthquake, or other casualty, shortage of labor, fuel, energy, raw materials, supply of components from any source, or machinery or technical failure.


a. Except for the express representations and warranties stated herein the Services are provided “as-is” and “as-available” and Service Provider makes no other warranties and explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. Service Provider is not responsible for the availability, accuracy, applicability or legality of any information, data or domain. Further, Service Provider doesnot represent or warrant that: (i) the Services shall be error free or that any errors will be corrected; (ii) the Services will be uninterrupted or that it will be able to be used at any time.

8. LIMITATION OF LIABILITY: Notwithstanding any other provision of this agreement or otherwise, and whether asserted by Customer or any third party under contract, strict or product liability, active or passive negligence, or other tort claims, or otherwise: (i) Service Provider’s liability and obligation in any way resulting or arising from or relating to the Agreed Terms and Conditions and Services whether provided or not provided thereunder shall in no event exceed in the aggregate the purchase price received by Service Provider from Customer giving rise to such alleged liability or obligation; and (ii) Service Provider shall in no event be liable to Customer or any third party for loss of, or damage to, or loss of use of, facilities or other property, business interruption, loss of revenue, loss of profits, loss of data or transmissions, loss of customers, third party claims against Customer, or other incidental, indirect, special, punitive or consequential damages of any kind whatsoever, resulting or arising from or relating to this agreement or Service Provider’s performance or nonperformance of its obligations hereunder, and whether or not Service Provider is advised of the possibility of any of the foregoing. Customer waives all remedies for breach or nonperformance by Service Provider to the extent inconsistent with the foregoing. Nothing in the Agreed Terms and Conditions shall be considered for the benefit of any third party or as giving any third party any rights against Service Provider.

9. PATENTS: Service Provider makes no representation of noninfringement as to the intellectual property rights of others and shall bear no liability or obligation toward Customer for any claim of intellectual property infringement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION OF SELLER AND BUYER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, IN REGARD THERETO.

10. CANCELLATION: Service Provider reserves the right, by written notice of default, to cancel this agreement or any purchase order, without liability to Service Provider, in the event any of the following occur: insolvency of Customer, the filing of a voluntary or involuntary petition in bankruptcy by or against Customer, the appointment of a receiver or trust for Customer, the execution by Customer of a general assignment for the benefit of creditors, the dissolution of or discontinuance of business by Customer, or the sale by Customer of the bulk of its assets other than in the usual course of business, or if the Service Provider determines, in its sole discretion, that the financial condition of Customer at any time becomes unsatisfactory to Service Provider.

11. NON-WAIVER OF DEFAULT: No failure by Service Provider to insist on strict performance of any term or condition hereof shall constitute a waiver of such term or condition or any breach thereof, nor shall such failure in any way affect Service Provider’s legal remedies with respect to any default by Customer hereunder.

12. APPLICABLE LAW: This agreement shall be governed by and construed in accordance with the internal laws of the State of Israel, without regard to principles of conflicts of law. The competent courts of Tel Aviv, Israel, shall have sole and exclusive jurisdiction to adjudicate any disputes arising hereunder, and the parties hereby irrevocably submit to the jurisdiction of such courts.

13. ASSIGNMENT: Customer shall not transfer or assign this agreement or any interest herein, by operation of law or otherwise, without the prior written consent of Service Provider, and any attempted transfer or assignment of this agreement or any rights or duties hereunder without such consent shall be void, except that this agreement may be assigned to a successor to all or a substantial part of Customer’s business by merger or other form of business acquisition in which there is a change in control of Customer, so long as the successor agrees in writing to be bound by Customer’s obligations hereunder and gives written notice of such acquisition to Service Provider promptly after the closing thereof. Otherwise, this Agreement shall be binding upon and insure to the benefit of the successors and assignees of the parties. Service Provide may transfer and assign this agreement or any right or liability hereunder.

14. ENTIRE AGREEMENT; MODIFICATION: This agreement supersedes all prior written and oral agreements and understandings between Service Provider and Customer with respect to the Services specified herein. No representation or statement not contained herein shall be binding upon Service Provider as a warranty or otherwise. No addition to or waiver, modification or cancellation of any provision hereof shall be binding upon Service Provider unless made in writing and signed by a duly authorized representative of Service Provider. Without limiting the generality of the foregoing, no addition hereto or modification hereof shall be effected by Service Provider’s receipt or acceptance of Customer’s purchase orders, confirmations or other documents or communications or performance of services hereunder.

15. NOTICES: All notices and other communications hereunder shall be in writing and shall be mailed by first-class, registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in the Order, subject to the right of either party to change such address upon ten (10) days’ prior written notice.