The GEHC software products shall be distributed to Licensees subject to the following terms and conditions which shall constitute the minimum terms of the Software License (as referred to in the Agreement). Additional product-specific and/or third party vendor/licensor-specific terms and conditions may be provided by GEHC. In the event of a conflict between this Contract and any additional product specific terms and conditions; the additional products specific terms shall prevail over this Contract.

Software refers to the software products licensed to the Licensee.
License means the riglht to use the Software at the designated site and the documentation obtained with the Software in printed or machine­ readable format.
Licensee refers to the individual or entity Distributor is providing GEHC or third party product to under this Contract.
Contract refers to the terms and conditions set forth herein.
Delivery- Delivery means (a) with respect to any GEHC software or documentation, the first to occur of: (i) communication to Licensee through electronic means, that allows Licensee to take possession of the first copy or product master, or (ii) delivery of the first copy or product master in person to Licensee or to any common carrier or delivery service for transport to Licensee.

This Contract sets forth the terms and conditions of the License granted by GEHC to the Licensee.

This Contract takes Elffect on the date Software is Delivered to the Licensee or the date the Licensee starts using the Software, whichever occurs earlier. The License may be terminated with immediate effect by GEHC if the Licensee does not comply with the terms and conditions set out herein. Upon termination, the Licensee agrees to cease immediately using the Software.

GEHC grants the Licensee a non-exclusive and non-transferable License to use the Software, solely for its internal business requirements, at the one designated site. The License authorizes the Licensee to use the documentation for the user support of the Software, and to make one copy of the Software solely for security purposes. Such copy shall remain the property of the GEHC. Any other copies of the Software or documentation are in breach of this Contract. At all timElS, the Licensee shall keep exact records of the location where such copy is stored. The Licensee shall notify GEHC in writing of its intention to change the location for the use of the Software and materials. This License does not include up-grades and support services.
Licensee agrees to use any third party Software provided by GEHC only together with the GEHC software, to protect any third party software provided by GEHC at a minimum as it does the GEHC software and to comply with all restrictions on the use of that third party software included in any click or shrink wrap license or of which GEHC makes Licensee aware. To the extent permitted by applicable law, licensors of third-party software provided by GEHC shall be third­ party beneficiaries of this Contract with respect to products licensed to GEHC by such licensors and sublicensed to Licensee.
Licensee agrees not to (1) display, sublicense, transmit, distribute, rent, lease, loan, resell, provide service bureau- or subscription services, sell, time share or otherwise transfer or make available the Software to any other person or entity, unless expressly provided otherwise under this Contract; (2) electronically transfer the Software outside Licensee’s intranet or network dedicated for the software, unless otherwise authorized in writing by GEHC; (3) directly or indirectly, decompiiE3, disassemble, reverse engineer or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software or reduce the Software to human-perceivable form; (4) modify or translate the Software or create derivative works based thereon, except that to the extent applicable, the Software may be configured as specifically permitted in the documentation; (5) remove, obscure or modify any markings, labels or any notice of the proprietary rights, including copyright, patent and trademark notices of GEHC or its vendors from any media or documentation; or (6) publicly release the results of any testing or benchmarking  of the Software without the prior written consent of GEHC.

GEHC and/or its licensors, as applicable, retain all ownership and intellectual property rights to the Software. If Licensee acquires any rights to the Software, Licensee hereby assigns all of those rights to GEHC or it’s licensors, as applicable. No rights are granted (whether by implied license or otherwise) to the Licensee, except as expressly provided in this Contract.

To the maximum extent permitted by applicable law, GEHC provides the Software “as is” and hereby disclaims all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, compatibility, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and any part thereof, and the provision of or failure to provide support services. There is also no warranty or condition of correspondence to description or non- infringement with regard to the Software or any part thereof. Licensee shall bear the entire risk as to the quality or compatibility of or arising out of use or performance of the Software.

The Licensee agrees that GEHC shall in no event be liable for any direct or indirect damage of any kind whatsoever, any loss of use, loss of data, loss of repeat orders nor for (other) economic losses, any claim made against the Licensee or any demand by any party whatsoever. Even if GEHC is found liable for such damages, they shall be limited to the price paid by the Licensee for the Software and the Licensee shall have the obligation to notify GEHC of any claim, potential damage or any other liability of GEHC.

Licensee shall keep secret all information embodied in the Software and documentation and shall not disclose or make the Software or documentation available to any other person than necessary for carrying out the use herein specified.

Licensee shall not modify or alter the Software or merge all or any part of the Software with any other software without the GEHC’s written permission. The Software as modified or altered remains the property of GEHC in all respects, whether modified by GEHC, the Licensee, or a third party which is not an authorized distributor and whether or not authorized pursuant to this Contract. Specifically, Licensee shall if necessary assign GEHC all intellectual property rights arising out of any modifications to the Software.

This Contract constitutes the entire agreement with respect to the subject matter hereof between GEHC and the Licensee and supersedes all previous oral or written communications or agreements relating to the same. This Agreement shall be governed by and interpreted in all respects according to the laws of the State of Israel, without giving effect to the principles thereof relating to conflict of laws, and the competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear all disputes arising in connection with this Agreement.
The Licensee’s rights and obligations under this Contract are personal and may not be assigned to a third party without the prior written consent of GEHC. GEHC may assign this Contract at any time.
The failure of GEHC to enforce any provision of this Contract shall not be considered a waiver of any subsequent breach of that provision or as a waiver of any other provision hereof.

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