Licensing Agreement

REDISTRIBUTION NOT PERMITTED

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING, ORDERING AND/OR USING THE SOFTWARE AND/OR DOCUMENTATION YOU INDICATE THAT YOU AGREE TO THE TERMS SET FORTH BELOW AND THAT YOU CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

All C.D.I. Systems Software and Documentation, including Server components, Administration components, PDA clients, Graphics and the Content included with the software (hereinafter "the Software") of C.D.I. Systems (1992) Ltd. ("C.D.I. Systems"), are subject to the following License Agreement. By accessing the software, you hereby accept these terms and conditions:

1. The Software is protected by copyright laws of Israel, the United States and international copyright treaty provisions. The Software, or any portion thereof, may not be reproduced, rented, leased or in any other manner redistributed without the prior written consent of C.D.I. Systems. You may make backup copies for archival purposes only. All printed materials are also protected by copyright law and may not be copied, distributed, or reproduced in whole or in part without the prior written consent of C.D.I. Systems.

2. The Software is licensed for use according to the specific terms and conditions set in the transaction with C.D.I. Systems (i.e. number of users, concurrent users, IP range).

3. You acknowledge that the Software remains a confidential trade secret of C.D.I. Systems and therefore you agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. You may not (i) permit other individuals to use the Software except under the terms of this Agreement, (ii) modify, translate or create derivative works based on the Software, or (iii) remove any proprietary notices or labels on the Software.

4. Title, ownership rights, and intellectual property rights in and to the Software shall remain in C.D.I. Systems. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other laws. This License gives you no ownership or intellectual property rights to such content, and is limited only to access and usage of the software according to terms set forth in this agreement.

5. REGARDLESS OF WHETHER YOU LATER CHOOSE TO REGISTER YOUR COPY OF THE SOFTWARE, THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, AND C.D.I. SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. C.D.I. SYSTEMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

Furthermore, C.D.I. Systems does not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by C.D.I. Systems or C.D.I. System's authorized representative shall create any warranty or in any way increase the scope of this warranty. Should the Software prove defective, you (and not C.D.I. Systems or C.D.I. System's authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some countries do not allow exclusion of implied warranties, in such a case the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights, which vary from country to country.

6. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL C.D.I. SYSTEMS BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF C.D.I. SYSTEMS OR C.D.I. SYSTEMS'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH A CASE THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL C.D.I. SYSTEMS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE SOFTWARE, THE TOTAL LIABILITY OF C.D.I. SYSTEMS WILL BE ZERO.

7. This Agreement shall remain in effect until its termination in accordance with this agreement. You may terminate this Agreement at any time by destroying the Software and all backup copies thereof. If you fail to comply with any provision of this Agreement (a) C.D.I. Systems may terminate your access to the Licensed Materials, (b) and/or you may terminate the access of Authorized User who is failing to comply with use restrictions for the Licensed Materials upon C.D.I. Systems's request. Upon termination you must destroy the Software and all backup copies thereof.

8. You shall comply with all laws and regulations applicable to your activities under this Agreement. You agree that C.D.I. Systems is not liable for results caused by your or other's failure to comply with all laws and regulations applicable to activities under this Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any other communications or advertising with respect to the Software. Notwithstanding the foregoing, to the extent that any court, tribunal, or other governmental authority of competent jurisdiction determines that any terms of this Agreement are in conflict with the terms of any statute, treaty, or regulation, the conflicting terms of this Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permitted so as to affect the parties' intent. In either case, the remaining provisions of this Agreement shall remain in full force and effect.This Agreement is governed by the laws of the State of Israel, excluding conflict of laws provisions and the 1980 United Nations Convention on Contracts for the International Sale of Goods. C.D.I. Systems' failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision.

C.D.I. Systems (1992) Ltd.
Copyright 2004
All Rights Reserved.

NetIS™, AllRights™ are trademarks of C.D.I. Systems (1992) Ltd.
PalmNetIS™ is a trademark of C.D.I. Systems (1992) Ltd.

Other product and company names appearing in C.D.I. Systems products and materials are used for identification purposes only and may be trademarks or registered trademarks of their respective owners. Registered and unregistered trademarks used in any C.D.I. Systems products and materials are the exclusive property of their respective owners.